/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160509.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 9, 2016, Vol. 20, No. 130 Headlines 22ND CENTURY: Stockholders Elect 2 Directors to Board 3S INTERNATIONAL: Court Allows Gina Yob's $42K Administrative Claim A C MOBILE: U.S. Trustee Unable to Appoint Committee ABEINSA HOLDING: EthosEnergy Wants Relief From Automatic Stay ABEINSA HOLDING: Siemens Industry Wants Automatic Stay Relief AEMETIS INC: Signs Merger Agreement with EdenIQ AEP MFG: Ernst & Young Named as CCAA Monitor AF-SOUTHEAST LLC: Court Grants $1.2-Mil. Interim Financing AKAI HOLDINGS: HK Judge Freezes Up to $1.2BB of Ex Owner's Assets ALLIED SECURITY: Universal Service Deal No Impact on Moody's B3 CFR ALLY FINANCIAL: Posts $250 Million Net Income for First Quarter ALLY FINANCIAL: Stockholders Elect 11 Directors ALPHA NATURAL: Rice Provides Update on Asset Purchase Agreement AMERICAN BOYCHOIR: Court Rejects Bid to Extend Plan Exclusivity AMERICAN COMMERCE: Appoints Two Directors to Board AMERICAN EAGLE: Unsecured Creditors Want Case Converted to Ch. 7 AMERICAN HOSPICE: Seeks Approval of Incentive Plan for Key Employee AMERICAN RESIDENTIAL: S&P Raises CCR to 'B+', Outlook Stable ANTERO ENERGY: Ch. 11 Trustee Can Access Cash to Pay AIX JIBs ARCH COAL: Additional Info on D&Os, Corp. Governance Filed ARIA ENERGY: Moody's Affirms B1 Rating, Alters Outlook to Negative ASARCO LLC: Court Affirms Dismissal of Claims vs Atlantic Richfield ASSIST-MED INC: U.S. Trustee Unable to Appoint Committee ATLANTIC CITY, NJ: S&P Cuts GO Debt Rating to CC, Outlook Negative ATP OIL: Court Grants Bennu's Bid for Partial Summary Judgment ATP OIL: Supreme Not Entitled to Lien and Privilege Under LOWLA BB&N LLC: U.S. Trustee Unable to Appoint Committee BG MEDICINE: Suspending Filing of Reports with SEC BH SUTTON: Court OKs Joint Administration of Chapter 11 Cases BILL BARRETT: Incurs $46.5 Million Net Loss in First Quarter BIND THERAPEUTICS: Announces Research Collaboration with Affilogic BONANZA CREEK: Incurs $47.2 Million Net Loss in First Quarter BOZEL S.A.: Court Dismisses Suit vs. Michel Marengere BUCKINGHAM SECURITIES: Clients Have Until June 30 to File Claims BUDD COMPANY: Future Asbestos Claimants Representative Not Needed BUILDERS FIRSTSOURCE: Reports First Quarter 2016 Results CAESARS ENTERTAINMENT: Chief Commercial Officer Resigns CAESARS ENTERTAINMENT: Reports $308M Net Loss for First Quarter CAPITOL LAKES: Court Values Banks’ Claims at $36-Mil. CHC GROUP: Files Chapter 11 Petition to Facilitate Restructuring CHC GROUP: Moody's Cuts PDR to 'D-PD' to Bankruptcy Filing CHICAGOLAND'S MEDICAL: Case Summary & 20 Top Unsecured Creditors CLAIRE'S STORES: Beatrice Lafon Quits as CEO CLAIRE'S STORES: Inks Exchange Pacts with Apollo Funds CLAYTON B. OBERSHEIMER: Case Summary & 5 Unsecured Creditors COLUMBIA HOSPITALITY: Can Use Cash Until Plan Confirmation COMSTOCK MINING: Incurs $4.05 Million Net Loss in First Quarter CORPORATE RESOURCE: Seeks Approval of Flex Stipulation CROWN MEDIA: Deregisters Unsold Securities Under Plan CROWN MEDIA: Posts $31.2 Million Net Income for First Quarter CRYSTAL CATHEDRAL: Court Amends Ruling on R. Schuller Fees CUMULUS MEDIA: Incurs $14.4 Million Net Loss in First Quarter DENBURY RESOURCES: S&P Lowers CCR to 'CC', Outlook Negative DORAL FINANCIAL: Court Approves Fannie Mae Settlement DRAFTDAY FANTASY: Signs $500,000 Loan Agreement with Sillerman DYNCORP INT'L: S&P Puts 'CCC' CCR on CreditWatch Positive ELAINA VANDERS JOHNSON: Court Dismisses Ch. 11 Case ELBIT IMAGING: Announces Notes Buyback ELUMWOOD ASSOCIATES: U.S. Trustee Unable to Appoint Committee EMERALD OIL: 341 Meeting of Creditors Set for May 11 EMERALD OIL: Gets Approval to Hire Intrepid as Financial Advisor EMERALD OIL: Gets Final Approval to Obtain $20-Mil. Loan EMMAUS LIFE: Appoints Steve Lee Interim CFO EMPYREAN TOWERS: Ed King Resigns From Creditors' Committee ENCORE PROPERTIES: General Claims Bar Date Set for October 11 EXGEN TEXAS: S&P Revises Outlook to Neg. & Affirms 'B+' Rating FANNIE MAE: Posts $1.13 Billion Net Income for First Quarter FIRSTLIGHT HYDRO: S&P Affirms 'B' ICR, Off CreditWatch FREEDOM COMMUNICATIONS: OC Media Sues Over $2.1MM Sale Proceeds GAS-MART USA: Committee Supplements Freeborn & Peters Employment GASTAR EXPLORATION: Incurs $73.5 Million Net Loss in 1st Quarter GATEWAY ENTERTAINMENT: Hires Richard Tarantine as Counsel GELTECH SOLUTIONS: Names Victor Trotter as Director GENESYS RESEARCH: Hahnfeldt Seeks Production of "Counterclaim" GENON ENERGY: Posts $101 Million Net Income for First Quarter GLACIAL MATERIALS: Case Summary & 14 Unsecured Creditors GLENCORP INC: Case Summary & 9 Unsecured Creditors GLENN RICHARD UNDERWOOD: Court Finds $65K Price for Lot Fair GLYECO INC: Amends Employment Agreement with CEO GNC HOLDINGS: S&P Affirms 'BB+' CCR & Revises Outlook to Neg. GOD'S ANGELS: Court Extends Plan Exclusivity to June 20 GOLDSTAR SOLUTIONS: U.S. Trustee Unable to Appoint Committee GOODRICH PETROLEUM: Can Access Cash Collateral to Pay Indebtedness GRAFTECH INT’L: Moody's Cuts Corporate Family Rating to Caa1 GREAT BASIN: Note Holders OK Release of $1 Million Funds GREYSTONE LOGISTICS: Reports $5.28 Million Sales for Third Quarter GUIDED THERAPEUTICS: Inks Exchange Agreements with Stockholders HALSEY ST. MANAGEMENT: Case Summary & 4 Unsecured Creditors HANESBRANDS INC: S&P Affirms 'BB' CCR & Alters Outlook to Negative HCSB FINANCIAL: Announces Follow-On Offering of 23.4M Shares HCSB FINANCIAL: Two Directors Resign from Board HUFFMAN CONSTRUCTION: Court Lifts Automatic Stay for W. Claybar ICAGEN INC: Presented at Taglich Brothers Annual Conference ILLINOIS POWER: Dynegy Reports First Quarter Results IMS HEALTH: S&P Puts 'BB-' CCR on CreditWatch Positive INTERNATIONAL MANUFACTURING: Judge Ralph R. Mabey Named Mediator INVENTIV HEALTH: To Hold Q1 Conference Call on May 16 ISTAR INC: Incurs $21.2 Million Net Loss in First Quarter JADECO CONSTRUCTION: U.S. Trustee Unable to Appoint Committee JOHN R REED INC: Case Summary & 20 Largest Unsecured Creditors JUNIPER GTL: Can Obtain $1.2MM interim Financing from Westlake KAISA GROUP: Chapter 15 Case Summary KEMET CORP: NEC Tokin Reaches Settlement in Class Action Suits KEMET CORP: Reports Preliminary Q4 and Fiscal 2016 Results LEGACY RESERVES: Moody's Affirms Caa3 Corp. Family Rating LIGHTSTREAM RESOURCES: S&P Lowers CCR to 'CCC-', Outlook Negative LOCAL CORP: Gets Approval to Amend Winthrop Fee Structure LOCATIONS IX: Case Summary & 4 Unsecured Creditors LOCATIONS VII: Case Summary & 4 Unsecured Creditors LOS ARBOLES APARTMENTS: Court Agrees to Hear Bid to Reopen Case MAXIM CRANE: S&P Puts 'B' CCR on CreditWatch Negative MCS GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable MEDICAL INVESTORS: Case Summary & 9 Unsecured Creditors MGM RESORTS: Reports First Quarter Financial Results MICHAEL KING: U.S. Trustee Asks Court to Dismiss Ch. 11 Case MILLWEAVE LLC: Pa. Court Extends Plan Filing Exclusivity to May 7 MISSISSIPPI PHOSPHATES: Court Orders Chapter 11 Plan Filing MOBILE MINI: S&P Assigns 'BB-' Rating on Proposed $250MM Notes MODERN SHOE: Appoints Bruce Erickson as CRO MODERN SHOE: Employs Foley Hoag as Bankruptcy Counsel MODERN SHOE: Hires Verdolino & Lowey as Accountant MONAKER GROUP: Monaco Exercises Warrants for $300,000 NAVIENT CORP: Moody's Affirms Ba3 Sr. Unsecured Debt Rating NEPHROS INC: To Launch EndoPurTM Ultrafilters Later This Year NET ELEMENT: Signs Master Exchange Agreement with Crede CG NEW YORK CRANE: Asks Court to Extend Plan Exclusivity to Nov. 1 NEWBURY COMMON: Lists $4.5MM in Assets, $7.3MM in Debts NEWLEAD HOLDINGS: Needs More Time to File Annual Report NEXEO SOLUTIONS: S&P Affirms 'B' CCR & Revises Outlook to Positive NORANDA ALUMINUM: Info on Executive Compensation Disclosed NUVERRA ENVIRONMENTAL: Moody's Alters PDR to 'Ca-PD/LD' NUVERRA ENVIRONMENTAL: S&P Affirms Then Withdraws 'SD' CCR ONEX TSG: Moody's Extends B1 Rating to New $130MM 1st Lien Loan PALADIN ENERGY: Seeks Authority to Use Cash Collateral PALMAZ SCIENTIFIC: Can Access $150K Financing PEABODY ENERGY: Add'l Info on D&Os, Corp. Governance Filed PEABODY ENERGY: May 17 Final Hearing on Bid to Limit Equity Trades PENTON BUSINESS: S&P Raises CCR to 'B+' on Reduced Leverage PIONEER HEALTH: Can Access Cash Collateral Through May 22 PIONEER HEALTH: Lender Seeks Adequate Protection POPEXPERT INC: U.S. Trustee Forms 3-Member Committee PORTER BANCORP: Posts $1.48 Million Net Income for First Quarter POSITIVEID CORP: Closes $437,500 Securities Purchase Agreement QUEST SOLUTION: Appoints Joey Trombino as Chief Financial Officer QUICK CHANGE ARTIST: Court Extends Plan Exclusivity to June 21 RAILYARD COMPANY: Judge Delays Approval of WFD&A's Bid to Withdraw REALOGY HOLDINGS: Incurs $42 Million Net Loss in First Quarter REALOGY HOLDINGS: Stockholders Elect 6 Directors RELATIVITY FASHION: Admin. Claims Bar Date Set for May 29 ROVI CORP: S&P Puts 'B+' CCR on Watch Pos. on Pending TiVo Deal SANTA CRUZ BERRY: Admin Claimants Oppose Settlement with Creditors SANTA CRUZ BERRY: Court Approves Settlement with Creditors SAUCIER BROS.: Case Summary & 20 Largest Unsecured Creditors SCIENTIFIC GAMES: Reports 2016 First Quarter Results SEQUENOM INC: Incurs $13.4 Million Net Loss in First Quarter SHEEHAN PIPE LINE: U.S. Trustee Forms 4-Member Committee SKAGIT RIVER: U.S. Trustee Unable to Appoint Committee SOUTHCROSS ENERGY: Issues 8 Million Common Units to Holdings SPENDSMART NETWORKS: Appoints PayPal Executive as Director SPORTS AUTHORITY: Seeks Approval of Key Employee Retention Plan STANFORD INT'L: July 8 Hearing to Approve $24M Kroll Deal STAR COMPUTER: Wants Court to Set Administrative Claims Bar Date STONE ENERGY: Incurs $189 Million Net Loss in First Quarter STONE ENERGY: Posts $189M Net Loss in First Quarter 2016 STRATA SKIN: Gets Noncompliance Notice from NASDAQ SUTTON 58 OWNER: Schedules $181M in Assets, $142M in Debt TELEPRO CARIBE: Case Summary & 13 Unsecured Creditors TELKONET INC: Reports $120,000 Net Income for First Quarter THAD DEVIER HOLDING: Court Orders Alawamleh to Pay $4.2K Balance THERAPEUTICSMD INC: Announces First Quarter 2016 Financial Results THERAPEUTICSMD INC: Incurs $20.9 Million Net Loss in Q1 TMOV INC: U.S. Trustee Forms 3-Member Committee TOWN SPORTS: Files Form S-8 Prospectus with SEC TOWN SPORTS: Incurs $6.92 Million Net Loss in First Quarter TRIANGLE PETROLEUM: Wells Fargo Cuts Borrowing Base to $225M TRINITY RIVER: 341 Meeting of Creditors Set for May 31 TRINITY RIVER: Court Permits Interim Use of Cash Collateral TRINITY TEMPLE: Case Summary & 20 Largest Unsecured Creditors ULTRA PETROLEUM: Common Stock Trading Suspended on NYSE ULTRA PETROLEUM: U.S. Trustee Forms 7-Member Committee UNI-PIXEL INC: Incurs $8.41 Million Net Loss in First Quarter UNIVERSAL ACADEMY: S&P Lowers 2014 Bonds to 'B+' USA DISCOUNTERS: Committee Wants Cash Collateral Order Modified UTSTARCOM HOLDINGS: Gu Guoping, et al., Own 31.7% Ordinary Shares VALEANT PHARMACEUTICALS: S&P Revises Watch on 'B' CCR to Positive VEREIT INC: S&P Revises Outlook to Positive & Affirms 'BB' CCR VERTAFORE INC: S&P Puts 'B' CCR on CreditWatch Negative VISUALANT INC: Incurs $295,000 Net Loss in Second Quarter VIVID SEATS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable WELLNESS CENTER: Weinberg & Co. Replaces Li and Co. as Auditors WELLSVILLE FOUNDRY: Court Extends Plan Exclusivity to Aug. 10 WEST CORP: Reports $44.6 Million Net Income for First Quarter WINDSOR FINANCIAL: Objects to Conversion Bid WRIGHTWOOD GUEST: Asks to Use Cash to Hold Booked Weddings WWW STORAGE: U.S. Trustee Unable to Appoint Committee [*] BakerHostetler to Use ROSS Intelligence for Bankruptcy Team [*] Brian Williams Joins Carl Marks Advisors as Managing Director [*] Creditsafe Releases Key Metrics on Health of Retail Industry [*] Timothy Bennett Joins Seyfarth Shaw as Senior Counsel [^] BOND PRICING: For the Week from May 2 to 6, 2016 ********* 22ND CENTURY: Stockholders Elect 2 Directors to Board ----------------------------------------------------- 22nd Century Group, Inc. held an annual meeting of its stockholders on April 30, 2016, at which the stockholders: (a) elected two Class II directors, Dr. Joseph Dunn and Nora B. Sullivan to serve until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified; (b) approved an advisory resolution on executive compensation for fiscal year 2015; and (c) ratified Freed Maxick CPAs, P.C. as the Company's independent registered certified public accounting firm for the year 2016. About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $11.03 million on $8.52 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $15.59 million on $528,991 of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, 22nd Century Group had $18.37 million in total assets, $6.64 million in total liabilities and $11.72 million in total shareholders' equity. 3S INTERNATIONAL: Court Allows Gina Yob's $42K Administrative Claim ------------------------------------------------------------------- Judge Daniel Opperman of the United States Bankruptcy Court for the Eastern District of Michigan, Northern Division, Bay City, determined that creditor Gina S. Yob is entitled to priority status as an administrative expense claimant in the amount of $42,000, and, therefore, conditionally granted Ms. Yob's Motion. A full-text copy of the Opinion dated April 5, 2016 is available at http://is.gd/3ctKmDfrom Leagle.com. The case is In Re: 3S INTERNATIONAL, LLC, Chapter 11 Proceeding Debtor, Case No. 15-21594-dob (Bankr. E.D. Mich.). 3S International, LLC, Debtor In Possession, is represented by Denise D. Twinney, Esq. -- denise@wardroplaw.com -- WARDROP & WARDROP, P.C., Robert F. Wardrop, II, Esq. A C MOBILE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of A C Mobile, Inc. A C Mobile, Inc., sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (Houston) (Case No. 16-31629) on April 3, 2016. The Debtor is represented by Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure. The case is assigned to Judge Karen K. Brown. The Debtor disclosed total assets of $680,758 and total debts of $2.27 million. ABEINSA HOLDING: EthosEnergy Wants Relief From Automatic Stay ------------------------------------------------------------- EthosEnergy Field Services, LLC, asks the U.S. Bankruptcy Court for the District of Delaware for relief from the automatic stay as to debtor Abeinsa Abener Teyma General Partnership, to maintain its perfected lien in Oregon, pursuant to 11 U.S.C. Section 362(d)(1). EthosEnergy relates that, at the request of the Debtor, it performed labor and furnished materials and equipment used in the construction of Portland General Electric Company's new Carty Generating Station ("Improvement"). EthosEnergy notes that pursuant to Oregon Revised Statute ("ORS") 87.010(1) and 87.015(1), as a result of EthosEnergy providing labor, material, and equipment, a lien attached for the benefit of EthosEnergy to the Improvement and the land upon which it sits. Ethos Energy contends that the Debtor failed to pay EthosEnergy for the labor, material, and equipment it provided to the Carty Generating Station. It further contends that as of the Petition Date, the Debtor owes EthosEnergy $1,447,119, plus interest and attorneys' fees, for work on the Carty Generating Station. EthosEnergy adds that no payments have been made postpetition. EthosEnergy avers that it filed its Lien Claim with the recording officer of Morrow County, Oregon, the county in which the Improvement is situated ("Lien Claim"). It further avers that the Lien Claim is in the amount of $1,446,048, plus interest and attorneys' fees. EthosEnergy relates that it filed its Lien Claim with the recording officer of Morrow County, Oregon, the county in which the Improvement is situated ("Lien Claim"). It further relates that the Lien Claim is in the amount of $1,446,048, plus interest and attorneys' fees. EthosEnergy tells the Court that it delivered to the owner and to the mortgagee a written notice that the Lien Claim was filed and it intended to foreclose upon the lien. EthosEnergy avers that Portland General Electric Company, the owner of the Improvement and land against which EthosEnergy's Lien Claim was perfected, filed with the recording officer of Morrow County, Oregon, a release of lien bond ("Release of Lien Bond"). "The Debtor will not suffer prejudice from entry of an order granting the relief requested. If the Motion is granted, EthosEnergy intends to file a foreclosure action as to its Lien Claim in Morrow County, Oregon to maintain its lien rights, an action EthosEnergy is required by Oregon law to take in order to maintain a perfected lien. EthosEnergy plans to commence suit to foreclose the Lien Claim, but does not intend to pursue the Debtor for unpaid amounts owed to it without further leave of Court. As such, the Debtor will suffer little, if any, prejudice from modifying the automatic stay to accommodate EthosEnergy," EthosEnergy asserts. EthosEnergy Field Services is represented by: Christopher A. Ward, Esq. Jarrett Vine, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Telephone: (302)252-0920 Facsimile: (302)252-0921 E-mail: cward@polsinelli.com jvine@polsinelli.com - and - Kevin S. Neiman, Esq. LAW OFFICES OF KEVIN S. NEIMAN, PC 1621 18th Street, Suite 260 Denver, CO 80202 Telephone: (303)996-8637 Facsimile: (877)611-6839 E-mail: kevin@ksnpc.com About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. ABEINSA HOLDING: Siemens Industry Wants Automatic Stay Relief ------------------------------------------------------------- Siemens Industry Inc. asks the U.S. Bankruptcy Court for the District of Delaware for relief from the automatic stay. Siemens relates that it is the holder of a valid, properly perfected construction lien claim against Portland General Electric Company, which arose in connection with material, labor and/or services furnished by Siemens to Debtor Abeinsa Abener Teyma General Partnership ("AATGP"). AATGP was the Engineering, Procurement and Construction contractor for the construction of improvements on the real property owned by Portland General Electric Company, located at 733696 Tower Road, Boardman, Morrow County, Oregon, which is commonly known as the Carty Generating Station ("Improvements"). Siemens relates that at the request of AATGP, Siemens provided AATGP with certain labor, materials and services to be used in connection with the construction of the Improvements. Siemens further relates that pursuant to the Construction Lien Law Sections 87.010(1) and 87.015, Siemens obtained a lien on the Improvements for the labor, materials and services furnished in connection with the construction therewith. Siemens contends that AATGP failed to pay SII in full for the labor, materials and services furnished by SII in connection with construction of the Improvements. It avers that in order to perfect its lien on the Improvements, Siemens filed a Claim of Construction Lien in the amount of $7,136,015 ("Lien Claim") against Portland General Electric Company, which was recorded with the recording officer in the Office of the County Clerk for Morrow County, Oregon. Siemens relates that Portland General Electric Company recorded a Release of Lien Bond. Siemens avers that as of the Petition Date, it was owed $7,136,015, plus recording fees of $51.00, plus accrued interest and attorneys' fees. It further avers that it has received no payments on account of the Lien Claim since the Petition Date. Siemens seeks automatic stay relief to enable it to take any and all action it deems necessary for Siemens to maintain the perfection of its Lien Claim, which action would include the filing of a complaint to commence claims against the Debtor, as well as other parties, in Oregon State Court, and effecting service of the complaint and a summons on the Debtor and all other defendants. The proposed hearing schedule for Siemens Industry's Motion is on April 27, 2016 at 10:00 a.m. The proposed deadline for the filing of objections to Siemens Industry's Motion is set on April 25, 2016 at 11:00 a.m. Siemens Industry Inc. is represented by: Emily Devan, Esq. REED SMITH LLP 1201 Market Street, Suite 1500 Wilmington, DE 19801 Telephone: (302)778-7500 Facsimile: (302)778-7575 E-mail: edevan@reedsmith.com About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. AEMETIS INC: Signs Merger Agreement with EdenIQ ----------------------------------------------- Aemetis, Inc., and EdenIQ Acquisition Corp., a wholly-owned subsidiary of the Company ("Merger Sub"), entered into an Agreement and Plan of Merger with EdenIQ, Inc. Pursuant to the terms of the Merger Agreement, and subject to the conditions thereof, Merger Sub will merge with and into EdenIQ with EdenIQ continuing as the surviving corporation in the merger. At or after closing, Aemetis will pay: (i) one million shares of Aemetis common stock, (ii) an amount of cash or stock, at the election of EdenIQ stockholders, with a value of two million dollars, (iii) eight million dollars in cash, payable in quarterly installments of $500,000 during the years 2017-2020, and (iv) an annual payment equal to 20 percent of the Free Cash Flow (as defined in the Merger Agreement) per year of EdenIQ, which amount (a) shall not exceed four million dollars in any calendar year and (b) will be made for each calendar year commencing 2017 and ending 2020, and the payment in respect of the calendar year 2020 shall be subject to certain adjustments, provided that the aggregate of (iii) and (iv) shall not exceed $18 million. The Merger Agreement contains customary representations, warranties and covenants, including: (i) the conduct of the business of EdenIQ and its subsidiaries prior to the consummation of the Merger; (ii) the use of the parties' reasonable best efforts to cause the Merger to be consummated. The representations, warranties, covenants and agreements of the Company and EdenIQ contained in the Merger Agreement have been made (i) only for purposes of the Merger Agreement, (ii) have been qualified by confidential disclosures made to the other party in disclosure letters delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included as an exhibit to this Current Report on Form 8-K only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. A copy of the Agreement and Plan of Merger is available at: http://is.gd/AkKmWA About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $27.1 million on $147 million of revenues for the year ended Dec. 31, 2015, compared to net income of $7.13 million on $207.7 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Aemetis had $83.1 million in total assets, $118.43 million in total liabilities and a total stockholders' deficit of $35.3 million. AEP MFG: Ernst & Young Named as CCAA Monitor -------------------------------------------- AEP MFG LTD., formerly Advance Engineered Products Ltd., on April 10, 2015, commenced proceedings under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, before the Court of Queen's Bench for Saskatchewan and obtained protection under the CCAA. Ernst & Young has been appointed as the Monitor. As part of the CCAA Proceedings, the Court of Queen's Bench for Saskatchewan has ordered that a Director and Officer Claims Process be initiated in order that all claims against the Directors and Officers of the Company can be determined. The Honourable Madam Justice A.R. Rothery oversees the CCAA case. On the Net: http://www.ey.com/ca/aepl The Monitor may be reached at: Ernst & Young Inc. 700 West Georgia Street PO Box 10101 Vancouver, British Columbia V7Y 1C7 English Inquiries Attention: Jason Oliveri Phone: 604-891-8493 Fax: 604-899-3530 Email: jason.oliveri@ca.ey.com French Inquiries Attention: Maxime Deschenes-Trottier Phone: 514-879-2692 Fax: 604-899-3530 Email: maxime.deschenes-trottier@ca.ey.com The deadline for a creditor to submit a D&O Proof of Claim under the D&O Claims Process, in respect of any D&O Claim it has, or believes it has, against a Director or Officer was April 1, 2016. AF-SOUTHEAST LLC: Court Grants $1.2-Mil. Interim Financing ---------------------------------------------------------- The Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorizes Debtors AF-Southeast, LLC, Allied Fiber - Florida, LLC, and Allied Fiber - Georgia, LLC, to obtain senior secured priming and superpriority postpetition financing in a total amount of $4,467,966, from Strome Mezzanine Fund IV, LP, as Lender. Judge Gross further authorizes the Debtors to the use of Cash Collateral and to borrow under the DIP Facility in an aggregate principal amount of not more than $1,163,966, to make payments as permitted by the Approved Budget, for operating expenses, and for other administrative expenses included budgeted professional fees between the entry of the Interim Order and the entry of the Final Order. Furthermore, Hon. Gross approves the conversion of all outstanding obligations, arising under or in connection with Second Amendment to the Loan Agreement by and among the Lender and the Debtors, including outstanding principal and accrued interest and fees, into DIP Obligations. The Court allowed a Carve-Out Cap in an aggregate amount not to exceed $50,000, plus an aggregate of up to $25,000 of the Carve-Out, any DIP Collateral, any Senior Pre-Petition Collateral, and proceeds of the DIP Facility to be used by the Committee to investigate the claims and/or liens of the Senior Pre-Petition Lender. The Final Hearing to consider entry of the Final Order and final approval of the DIP Facility is scheduled for May 13, 2016, and any objections thereto are due on May 6. A full-text copy of the Interim DIP Order dated April 25, 2016, is available at http://is.gd/4iem6R About AF-Southeast LLC AF-Southeast, LLC, Allied Fiber-Florida, LLC and Allied Fiber-Georgia, LLC are engaged in the business of designing, constructing and operating an open access, physical layer, network-neutral colocation and dark fiber network. Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on April 20, 2016. The petitions were signed by Scott Drake as sole member. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. FOX Rothschild LLP represents the Debtors as counsel. PMCM, LLC is the Debtors' chief restructuring officer provider. Judge Kevin Gross is assigned to the cases. AKAI HOLDINGS: HK Judge Freezes Up to $1.2BB of Ex Owner's Assets ----------------------------------------------------------------- In the matter of Akai Holdings Limited, which is in compulsory liquidation before the High Court of the Hong Kong Special Administrative Region, Court of First Instance, Commercial Action No. 42 of 2005, the Honourable Justice Bharwaney of the Court of First Instance of High Court of Hong Kong has issued an injunction against James Henry Ting, the former head of Akai, prohibiting him from disposing of assets worldwide, whether the assets are solely or jointly owned up to the value of US$1,209,731,677. Akai Holdings fell apart after recording a US$1.75 billion loss in 1999, according to a Bloomberg News report in 2002. By early 2000, most of his companies had stopped doing business, slid into bankruptcy, or been absorbed by other companies. The prohibitions set out in the Freezing Injunction Order apply to all of Mr Ting's assets, including real and personal property, whether tangible or intangible, whether or not they are in Mr Ting's own name or howsoever held. The Freezing Injunction Order will remain in force up to further Order of the Court and shall cease to have effect if Mr Ting pays the total sum of US$1,209,731,677 to Akai's solicitors. The Court notice, issued March 10, 2016, provides that, "If you are Mr Ting or are aware of Mr Ting's whereabouts or assets, you should immediately contact Mr Cosimo Borrelli or Ms G Jacqueline Fangonil Walsh, of Borrelli Walsh Limited, Level 17, Tower One, Admiralty Centre, 18 Harcourt Road, Hong Kong." "If Mr Ting disobeys the Freezing Injunction Order, he may be found guilty of contempt of court and may be sent to prison or fined or his assets may be seized.| Cosimo Borrelli and G Jacqueline Fangonil Walsh Joint and Several Liquidator Akai Holdings Limited Level 17, Tower One, Admiralty Centre 18 Harcourt Road, Hong Kong Tel: +852 3761 3888 ALLIED SECURITY: Universal Service Deal No Impact on Moody's B3 CFR ------------------------------------------------------------------- Moody's Investors Service said the recently announced merger of AlliedBarton Security Services, the trade name of the operating subsidiaries of Allied Security Holdings LLC ("AlliedBarton," B3 Stable), and Universal Services of America, operating subsidiary of USAGM HoldCo LLC ("Universal," B3 Stable), will create the largest North American security services company. Moody's considers the plan a positive development because the merged entity will benefit from increased operating scale and potential cost reduction synergies. However, given uncertainty regarding the debt capital structure and integration plans, the companies' B3 Corporate Family Ratings and stable outlooks remain unchanged at this time. ALLY FINANCIAL: Posts $250 Million Net Income for First Quarter --------------------------------------------------------------- Ally Financial Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $250 million on $2.10 billion of total financing revenue and other interest income for the three months ended March 31, 2016, compared to net income of $576 million on $2.08 billion of total financing revenue and other interest income for the three months ended March 31, 2015. As of March 31, 2016, Ally had $157 billion in total assets, $143 billion in total liabilities and $13.82 billion in total equity. As of March 31, 2016, assuming a long-term capital markets stress, the Company expects that its available liquidity would allow it to continue to fund all planned loan originations and meet all of its financial obligations for approximately 36 months, assuming no issuance of unsecured debt or term securitizations. Recent Funding Developments During the first three months of 2016, the Company accessed the public and private markets to execute secured funding transactions, whole-loan sales, unsecured funding transactions, and funding facility renewals totaling $17.5 billion. Key funding highlights from Jan. 1, 2016, to date were as follows: * Ally Financial Inc. closed, renewed, increased, and/or extended $13.1 billion in U.S. credit facilities. The automotive credit facility renewal amount includes the March 2016 refinancing of $11.0 billion for our shared credit facilities at both the parent company and Ally Bank with a syndicate of sixteen lenders. The $11.0 billion capacity is secured by retail, lease, and dealer floorplan automotive assets and is allocated to two separate facilities; one is an $8.0 billion facility which is available to the parent company, while the other is a $3.0 billion facility available to Ally Bank. Both facilities mature in March 2018. * Ally Financial Inc. continued to access the public and private term asset-backed securitization markets raising $2.8 billion, with $1.8 billion and $1.0 billion raised by Ally Bank and the parent company, respectively. Included in Ally Bank's funding for 2016 is one off-balance sheet securitization backed by retail automotive loans, which raised $1.0 billion. In addition, Ally Bank raised $1.6 billion related to whole-loan sales comprised of retail automotive loans. * In April 2016, Ally Financial Inc. accessed the unsecured debt capital markets and raised $900 million through the issuance of $600 million and $300 million of aggregate principal amount of senior and subordinated notes, respectively. Realignment of Operating Segments As a result of a change in how management views and operates the Company's business, during the first quarter of 2016, the Company made changes in the composition of its operating segments. Financial information related to the Company's Corporate Finance business is now presented as a separate reportable segment. Previously, all such activity was disclosed in Corporate and Other. Additionally, only the activity of the Company's ongoing bulk acquisitions of mortgage loans and other originations and refinancing is now presented in Mortgage Finance operations. The activity related to the management of the Company's legacy mortgage portfolio is now disclosed in Corporate and Other. The Company's other operating segments, Automotive Finance operations and Insurance operations, remain unchanged. The Company's segment results will be reported under this new structure beginning in the first quarter of 2016, and results from prior periods will be reported in a manner consistent with the new structure. Under SEC regulations, the same reportable segment presentation is also required for previously issued financial statements for each of the years presented in our 2015 Form 10-K, even though the financial statements relate to periods prior to the reportable segment change. This change in reportable segment has no effect on the Company's reported net income for any reporting period. A full-text copy of the Form 10-Q is available for free at: http://is.gd/CFQ2ln About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALLY FINANCIAL: Stockholders Elect 11 Directors ----------------------------------------------- On May 3, 2016, Ally Financial Inc. held its annual meeting of stockholders at which the stockholders: (a) elected Franklin W. Hobbs, Robert T. Blakely, Maureen A. Breakiron-Evans, Mayree C. Clark, Stephen A. Feinberg, Kim S. Fennebresque, Marjorie Magner, John J. Stack, Michael F. Steib, Kenneth J. Bacon and Jeffrey J. Brown as directors; (b) approved, on an advisory basis, compensation of the Company's executives; and (c) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2016. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $158.58 billion in total assets, $145.14 billion in total liabilities and $13.43 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALPHA NATURAL: Rice Provides Update on Asset Purchase Agreement --------------------------------------------------------------- Rice Energy Inc. on May 4 provided update on its asset purchase agreement with a subsidiary of Alpha Natural Resources. The Company says, "As previously announced, we entered into an asset purchase agreement with a subsidiary of Alpha Natural Resources, Inc. to acquire Marcellus and Utica assets in central Greene County, Pennsylvania for $200 million in cash, subject to purchase price adjustments." "Pursuant to the terms of the asset purchase agreement, we will potentially acquire leasehold interest in approximately 27,400 net undeveloped Marcellus acres, plus an additional 3,200 gross (600 net) mineral acres owned in fee that are leased to us and are currently generating royalty cash flow. In addition, the aforementioned acreage includes rights to the deep Utica on 23,500 net acres. "On August 3, 2015, Alpha and certain of its wholly-owned subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code. Through the chapter 11 proceeding, Alpha is conducting a sale of these assets pursuant to section 363 of the Bankruptcy Code. The proposed asset purchase agreement constitutes a 'stalking horse bid' in accordance with the bidding procedures approved by the bankruptcy court. Although Rice Energy's 'stalking horse bid' was approved by the bankruptcy court, Alpha may still be required to hold an auction for these assets before we can consummate the acquisition. Consummation of the acquisition would be subject to Rice Energy's being selected as the successful bidder in any such auction and bankruptcy court approval." About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. AMERICAN BOYCHOIR: Court Rejects Bid to Extend Plan Exclusivity --------------------------------------------------------------- New Jersey Bankruptcy Judge Kathryn Ferguson denied the request of American Boychoir School to extend the Debtor's exclusive period for filing a Chapter 11 plan and disclosure statement. The American Boychoir School filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case 15-16475-KCF) on April 10, 2015. The American Boychoir School in Princeton, New Jersey, is a private boarding school for fourth- to eighth-grade boys. The music school was founded in 1937 in Columbus, Ohio, as the Columbus Boychoir. It relocated to Princeton in 1950. The Debtor is represented by Brian Hofmeister, Esq. -- bwh@hofmeisterfirm.com -- as counsel. AMERICAN COMMERCE: Appoints Two Directors to Board -------------------------------------------------- American Commerce Solutions, Inc., and Best Way Auto and Truck Rental, Inc., announced that board seats have been offered to and accepted by William Stamps and Harry Willner of Fleetway Leasing and Sales Company. Best Way President, John Keena, commented, "AACS Best Way is remarkably pleased to have these industry stalwarts become part of our Board of Directors. The depth of their knowledge and experience can only enhance our roll out across the country. Their willingness to devote their time and resources to our mutual benefit is a tribute to our business model and will lead to even greater opportunity for all concerned." William Stamps and Harry Willner are CEO and General Manager at Fleetway Leasing, respectively. Fleetway Leasing and Sales Company is a $300M automobile leasing company headquartered in Feasterville, Pennsylvania. The combined 70 years of automotive experience uniquely qualifies these men to serve on this board of directors. Mr. Stamps is also owner or co-owner of a number of automobile dealerships across Pennsylvania under the Colonial dealership banner for Nissan, Volkswagen, Subaru and Hyundai. With a background as a Certified Public Accountant, Mr. Stamps has leveraged his financial acumen for 50 years in the automobile industry as well as other successful business ventures. Stamps stated, "We have long been admirers of the Best Way management team and their aggressive and successful management style. Our company, Fleetway Leasing and Sales Company, expects to be a major part of their continued success and growth. We have committed our financing by extending credit lines to facilitate their expansion and now will dedicate our expertise and experience to help guide this company to its maximum potential." Mr. Willner has a background in banking and finance which has served him well in over 20 years in automobile leasing including management of a sub-prime credit portfolio for 250 customers and oversight of a $13M budget. Mr.Willner offered, "I have been greatly impressed with the vision and aggressiveness that the Best Way team has displayed. Fleetway Leasing is committed to their success in both financing and management enhancement by lending our industry experience to their board of directors." Daniel L. Hefner, CEO/President of AACS offered, "Shareholders of American Commerce Solutions should see this and all recent actions as a sign of a new era for AACS. This acquisition is all that we hoped for and more. The addition of recent credit lines and now the addition of the capabilities and resources of these gentlemen to our management tool box should be catalyst to rapid growth and an encouragement to current and future investors in this company. The exciting truth is that additional, significant announcements are just around the corner!" On April 13, 2016, Fleetway Leasing granted the Company a $1.6 million credit line, as reported in the Form 8-K filed April 21, 2016. On April 27, 2016, Fleetway Leasing granted the Company an additional $5 million credit line, as reported in the Form 8-K filed May 2, 2016. About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. American Commerce reported a net loss of $130,000 for the year ended Feb. 28, 2015, compared to a net loss of $169,000 for the year ended Feb. 28, 2014. As of Nov. 30, 2015, the Company had $4.77 million in total assets, $3.20 million in total liabilities and $1.56 million in total stockholders' equity. Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has recurring losses resulting in an accumulated deficit and is in default of several notes payable. These conditions raise substantial doubt about its ability to continue as a going concern. AMERICAN EAGLE: Unsecured Creditors Want Case Converted to Ch. 7 ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of American Eagle Energy Corporation asks the U.S. Bankruptcy Court for the District of Colorado, to convert the case to Chapter 7. "Conversion will be a significantly cheaper and more expeditious process than continued administration under Chapter 11, resulting in larger recoveries for unsecured creditors; the Noteholders' unnecessarily multi-layered, prohibitively expensive, defective plan, together with the substantial expense of litigating or otherwise fixing all such defects, would deplete such recoveries, likely to zero or close to zero. In short, conversion is clearly in the best interest of the estates and their creditors," the Official Committee argues. The Official Committee of Unsecured Creditors of American Eagle Energy Corporation is represented by: Barry Wilkie, Esq. JONES & KELLER, P.C. 1999 Broadway, Suite 3150 Denver, CO 80202 Telephone: (303)573-1600 Facsimile: (303)573-8133 E-mail: bwilkie@joneskeller.com - and - Jeffrey N. Pomerantz, Esq. Ira D. Kharasch, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067-4100 Telephone: (310)277-6910 Facsimile: (310)201-0760 E-mail: jpomerantz@pszjlaw.com ikharasch@pszjlaw.com About American Eagle Energy Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6 appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie as financial advisor. AMERICAN HOSPICE: Seeks Approval of Incentive Plan for Key Employee ------------------------------------------------------------------- American Hospice Management, LLC, seeks the U.S. Bankruptcy Court's approval of a key employee incentive plan to key non-insider employees in the maximum aggregate amount of $135,000. The Eligible Employees consist of up to seven personnel across three departments: including (a) finance personnel that work on taxes, cost reports, bankruptcy reports, accounts payable, and Medicare, Medicaid and commercial billing and collecting; (b) information technology personnel; (c) operations personnel that attend to medical records storage and ensure continued quality patient care; and (d) management information system personnel with knowledge of AllScripts. The proposed amount of the incentive payment for each Eligible Employee ranges from $5,000 to $50,000 and in the aggregate is about 7% of total monthly pay for all employees. The Debtor seeks to implement the Incentive Plan in order to motivate the Eligible Employees whose work is critical to caring for the patients, continuing the remaining operations, assisting with the wind-down of the operations, filing the Plan, completing the tax, accounting and human resources compliance tasks and filings, and concluding the auction comprising the Sale. The Debtor is in a critical stage in these Chapter 11 Cases, a stage that requires reliable, dedicated and most importantly, knowledgeable assistance, and these Eligible Employees have proven to be indispensable and essential to the results achieved to date, and their wealth of institutional knowledge has substantially reduced the administrative costs borne by the estates. American Hospice Management, LLC, et al. are represented by: Laura Davis Jones, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899 Telephone: 302.652.4100 Facsimile: 302.652.4400 Email: ljones@pszjlaw.com crobinson@pszjlaw.com -- and -- Samuel R. Maizel, Esq. DENTONS US LLP 601 S. Figueroa Street Suite 2500 Los Angeles, California 90017 Telephone: 213.623.9300 Facsimile: 213.623.9924 Email: samuel.maizel@dentons.com -- and -- Gary W. Marsh, Esq. DENTONS US LLP 303 Peachtree Street, NE Suite 5300 Atlanta, Georgia 30308 Telephone: 404.527.4150 Facsimile: 404.527.4198 Email: gary.marsh@dentons.com About American Hospice Management 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 Chapter 11 bankruptcy petitions (Bankr. D. Del. 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 RESIDENTIAL: S&P Raises CCR to 'B+', Outlook Stable ------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Memphis, Tenn.-based residential HVAC and plumbing services provider American Residential Services LLC to 'B+' from 'B'. The outlook is stable. S&P also raised its issue-level rating on the company's first-lien term loan and revolving credit facility to 'BB-' from 'B' and revised the recovery rating to '2' from '3'. The recovery rating of '2' indicates S&P's expectation for substantial (70%-90%, at the lower end of the range) recovery in the event of payment default. The company's second-lien term loan is not rated. The upgrade reflects ARS' stronger credit metrics and S&P's expectation that debt-to-EBITDA will remain below 5x. S&P believes there will not be a releveraging event (where debt-to-EBITDA would approach 5x) with debt-funded acquisitions or dividends in the next 12–24 months. "The company's operating performance outpaced our expectations primarily because of successful integrations of seven acquisitions in the last two years, primarily funded with internally generated cash," said S&P Global Ratings credit analyst Suyun Qu. "We expect similar levels of acquisition going forward. Furthermore, we forecast the company to reinvest most of its free cash flow back into the business in the next 2–3 years as the residential HVAC and plumbing market is very fragmented and often dominated by strong local competitors." With the company's aggressive growth strategy, S&P Global Ratings anticipates very little cash remaining to pay down debt or initiate shareholder returns. Though the company remains acquisitive, S&P do not forecast any transformational acquisitions that will require the company to raise additional debt. As such, S&P believes the company has room to strengthen its credit metrics and financial leverage will approach the the low-4x area in the next 12 month. The company is owned by Charlesbank Capital Partners LLC. S&P assumes the financial sponsor will not initiate a debt-funded shareholder return in the next 12–24 month as they remain supportive of the company's growth initiatives. The stable outlook reflects S&P's expectation that the company will continue to be acquisitive and grow its EBITDA. Additionally, S&P expects modest margin improvement from synergies of acquisitions such that debt to EBITDA declines to low-4x area in the next 12 month. The stable outlook also reflects S&P's expectation that the company will not initiate debt-funded acquisitions or shareholder returns in the next 12-24 months. ANTERO ENERGY: Ch. 11 Trustee Can Access Cash to Pay AIX JIBs ------------------------------------------------------------- Chapter 11 Trustee Jeffrey H. Mims sought and obtained from the Bankruptcy Court for the Northern District of Texas, Dallas Division, authority to use the cash of Antero Energy Partners, LLC, to pay post-petition JIBs from AIX Energy, Inc. The Court has determined that Energy Resources Group, LLC's interest is adequately protected by the preservation of the working interests of the Debtor caused by the payment of JIBs related to those interests, however, the validity of any liens held by ERG on the assets of the Debtor are not determined in the Cash Collateral Order. The Court further authorized the Trustee to pay past due post-petition JIBs to AIX, as well as to make any payment adjustments or offsets necessary to true up the post-petition accounting, in case the Trustee agrees with the Trustee for AIX that the post-petition JIB's are overstated or understated. If the Trustee decides to make these payments, the Trustee is required to give ERG written notice of the amount the Trustee intends to pay after consultation with the Trustee for AIX. A full-text copy of the Cash Collateral Order dated April 21, 2016 is available at http://bit.ly/1rIjriP In his Motion, the Trustee asserts that the Debtor owns significant working interests in wells being operated by AIX in northwest Louisiana, where AIX is incurring operating expenses and charging the Debtor according to the Debtor's working interests in the wells operated by AIX, these charges are commonly referred to as "JIBs" (joint interest billings). The Trustee informs the Court that he has approximately $241,000 in cash on hand -- proceeds from sales of oil and gas paid directly from purchasers of production from wells operated by AIX. The payment of JIBs is an inherent contractual cost of working interest ownership that will preserve the value of the working interests owned by the Debtor. The Trustee requests authority to pay $132,257 to AIX in past-due post-petition JIBs plus authority to pay future JIBs during the pendency of this case to avoid forfeitures and penalties arising from non-payment thereof. A full-text copy of the Cash Collateral Motion dated March 31, 2016 is available at http://bit.ly/1O9zdgM On the other hand, ERG complains that the Debtor has no real adequate protection it can offer ERG for the use of its cash collateral, and has no assets other than ERG's current collateral, with the exception, perhaps, of potential Chapter 5 causes of action. Therefore, as adequate protection, ERG requests that the Court: a. Determine the validity, priority, extent and enforceability of ERG's notes, mortgages, deeds of trust, security agreements and financing statements at the earliest possible time. b. Deny the Motion insofar as it authorizes for the payment of the first JIB dated 12/31/2015 and second JIB dated 1/31/2016 on the basis that these JIBs reflects unsecured obligations arising prior to the Debtor's Filing Date and are thus prepetition debts, the collection of which is currently barred by the automatic stay. c. Direct the Trustee to obtain and submit revised JIBs from AIX which reflect legitimate third party operational expenses for goods and services delivered or performed after the Debtor’s Filing Date. d. Order the Trustee provide ERG with a fifteen (15) business day period of time to review the Revised JIBs, and any subsequent JIBs, and during such period, allow ERG to object to the payment of such JIBs and seek an immediate hearing before this Court. e. Grant ERG an administrative claim against the Debtor, and a lien on the Debtor’s Chapter 5 Causes of Action to the extent of the decline in the value of Cash Collateral as of the Petition Date. Proposed Attorneys for Jeffrey H. Mims, Chapter 11 Trustee: Charles B. Hendricks, Esq. Emily S. Wall, Esq. CAVAZOS, HENDRICKS, POIROT & SMITHAM, P.C. Suite 570, Founders Square 900 Jackson Street Dallas, TX 75202 Direct Dial: (214) 573-7302 Fax: (214) 573-7399 Email: chuckh@chfirm.com ewall@chfirm.com Energy Reserves Group LLC is represented by: Leonard H. Simon, Esq. PENDERGRAFT & SIMON, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Telephone: (713) 528-8555 Facsimile: (713) 868-1267 Email: lsimon@pendergraftsimon.com About Antero Energy Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge Stacey G. Jernigan is assigned to the case. The Debtor tapped Keith William Harvey, Esq., at The Harvey Law Firm, P.C., as counsel. The Debtor estimated $10 million to $50 million in assets and debt. ARCH COAL: Additional Info on D&Os, Corp. Governance Filed ---------------------------------------------------------- Arch Coal Inc. filed with the Securities and Exchange Commission Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, that was filed with the Securities and Exchange Commission on March 15, 2016. The Company provided information on "DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE". "We are filing this Amendment to provide the information required by Part III of our Form 10-K. The Amendment also updates the information on the cover page of the Form 10-K with respect to the Company's outstanding common stock registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Form 10-K continues to speak as of the date of the Form 10-K. Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Form 10-K, nor does it modify or update in any way the disclosures contained in the Form 10-K," the Company said. A copy of the revised Report is available at http://is.gd/qTBvEI As reported by the Troubled Company Reporter, Arch Coal reported a wider net loss of $2,913,142,000 for 2015, from $558,353,000 for 2014, and $641,832,000 for 2013. Revenues were down to $2,573,260,000 for 2015, from $2,937,119,000 for 2014, and $3,014,357,000 for 2013. At Dec. 31, 2015, the Company had total assets of $5,106,738,000 against total liabilities of $6,351,027,000 and total stockholders' deficit of $1,244,289,000. 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. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has retained Kramer Levin Naftalis & Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Blackacre LLC as coal consultant. ARIA ENERGY: Moody's Affirms B1 Rating, Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Aria Energy Operating, LLC's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and B1 Senior Secured Bank Credit Facility rating. The rating outlook is changed to negative from stable. In addition, Moody's lowered Aria Speculative Grade Liquidity rating to SGL-4 from SGL-3. Affirmations: Issuer: Aria Energy Operating LLC -- Probability of Default Rating, Affirmed at B1-PD -- Corporate Family Rating, Affirmed at B1 -- Senior Secured Bank Credit Facility, Affirmed at B1 (LGD 4) Downgrades: Issuer: Aria Energy Operating LLC -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Outlook Actions: Issuer: Aria Energy Operating LLC -- Outlook, Negative RATINGS RATIONALE Aria's B1 CFR rating reflects the continued lower power price environment for merchant plants as well as on-going operational issues stemming from engine bearing part failure that are pressuring its financial metrics. The rating is supported by generally stable cash flow generated by the portion of its business under long-term power sales contracts, sales of renewable natural gas and renewable energy credits, as well as operations and management (O&M) service contracts. Approximately 57% of Aria's generation portfolio is under long-term contracts and these contracted sales make up approximately 74% of Aria's total annual revenue. However, Aria's relatively small scale with approximately $400 million of total assets weighs down on the rating, particularly when considering the challenges associated with maintaining sufficient oversight when managing a portfolio of 24 assets across 11 states. Moody's said, "The change in Aria's rating outlook to negative reflects our concerns about the company's corporate governance, internal controls, and operating procedures given its small size, and its portfolio of assets spread out across the U.S., as well as recent personnel changes including the appointment of a new Chief Financial Officer. "Based on the negative market and operational developments, we believe Aria's key metrics such as cash flow from operation pre-working capital to debt (CFO pre-WC to debt) will fall into the 11% - 15% range. Furthermore, we believe Aria will continue to maintain an aggressive dividend policy under its current ownership. Thus, we expect Aria's retained cash flow to debt (RFC to debt) to range from 5%-8%." The downgrade of its Speculative Grade Liquidity rating to SGL-4 from SGL-3 reflects the weakness in its liquidity resulting from the ongoing pressure on Aria's liquidity profile caused by its higher costs associated with its operational problems. Although the company had $27 million of cash on hand as of September 30, 2015, access to additional funding under its $70 million revolving credit is highly constrained. Aria also has limited access to alternate or "back door" sources of liquidity as its assets are fully encumbered with its lenders having a first priority lien on Aria's current and future assets. Furthermore, Aria's landfill gas projects are relatively small, highly specialized and widely dispersed. An upgrade over the near term is unlikely given the negative outlook. An upgrade could occur if the company demonstrated an improved and consistent operation of its fleet at levels similar to pre-2015 operations after it incorporates its new maintenance schedule and addresses the engine part failure. If these result in an improved financial profile and credit metrics such that, for example, its CFO pre-WC to debt improves above 16% on a sustained basis, an upgrade could be considered. A rating downgrade could be considered if Aria is not successful in renewing its long-term contracts, resulting in a material deterioration in revenue. Aria's rating could also be downgraded if if its operations deteriorate further or require additional investments that would constrain its balance sheet and liquidity. Furthermore, if its key metrics such as CFO pre-WC to debt declines to below 11% on a sustained basis, a downgrade could be possible. Aria is one of the largest landfill gas (LFG) companies in the U.S. and owns and operates 24 LFG projects across 11 states. Aria captures the landfill gas to either generate electricity or produce renewable natural gas, and sells the output. Today, Aria owns has approximately 163 MWe of net capacity. Aria is owned by private equity investor funds managed by Ares EIF Management, L.P. ASARCO LLC: Court Affirms Dismissal of Claims vs Atlantic Richfield ------------------------------------------------------------------- Asarco LLC appeals the order of the First Judicial District Court, Lewis and Clark County, granting Atlantic Richfield Company's motion for judgment on the pleadings and dismissing Asarco's claims. Asarco filed a complaint against Atlantic Richfield in the United States District Court for the District of Montana. Asarco sought contribution -- pursuant to CERCLA -- from Atlantic Richfield for costs incurred in cleaning up the Site. Asarco claimed that Atlantic Richfield was responsible, in part, for the Site's contamination due to the zinc fuming plant's operation. Asarco therefore asserted that Atlantic Richfield was liable under CERCLA for its equitable share of costs related to the Site's cleanup. Atlantic Richfield moved for judgment on the pleadings pursuant to M. R. Civ. P. 12(c) (Rule 12(c)) on the ground that the doctrine of claim preclusion barred Asarco's claims. The District Court issued its order in June 2015 following briefing and oral argument. The District Court determined: that Asarco could have amended its complaint in Asarco I to include its state-law claims; that the federal district court would have had supplemental jurisdiction over the state-law claims; that it was not clear whether the federal district court would have refused to continue exercising supplemental jurisdiction over the state-law claims after dismissing Asarco's CERCLA claim; and that the elements of claim preclusion were met. Accordingly, the court granted Atlantic Richfield's motion and dismissed the matter. Asarco appeals. The Supreme Court of Montana affirmed the District Court's order granting Defendant and Appellee Atlantic Richfield's motion for judgment on the pleadings. A full-text copy of the Decision dated April 12, 2016 is available at http://is.gd/g5Jt59from Leagle.com. The case is ASARCO LLC, a Delaware corporation, Plaintiff and Appellant, v. ATLANTIC RICHFIELD COMPANY, a Delaware Corporation, Defendant and Appellee, No. DA 15-0464, 2016 MT 90 Rachel H. Parkin, Esq. -- rparkin@bigskylawyers.com -- Milodragovich, Dale & Steinbrenner, P.C., Dylan McFarland, Esq. -- dmcfarland@bigskylawyers.com -- Milodragovich, Dale & Steinbrenner, P.C., Missoula, Montana, Gregory Evans, Esq. -- gevans@mcguirewoods.com -- McGuirewoods LLP, Laura G. Brys, Esq. -- lbrys@mcguirewoods.com -- McGuirewoods LLP, Los Angeles, California, for Appellant. Randy J. Cox, Esq. -- rcox@boonekarlberg.com -- Boone Karlberg P.C., Randy J. Tanner, Esq. -- rtanner@boonekarlberg.com -- Boone Karlberg P.C., Missoula, Montana, Shannon Wells Stevenson, Esq. -- shannon.stevenson@dgslaw.com -- Davis Graham & Stubbs LLP, Denver, Colorado, for Appellee. About Asarco LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor in its restructuring efforts. On Dec. 9, 2009, Asarco Incorporated and Americas Mining Corporation's Seventh Amended Plan of Reorganization for the Debtors became effective and the ASARCO Asbestos Personal Injury Settlement Trust was created and funded with nearly $1 billion in assets, including more than $650 million in cash plus a $280 million secured note from Reorganized ASARCO. The Plan, which was confirmed both by the bankruptcy and district courts, reintegrated ASARCO LLC back to parent Grupo Mexico concluding the four-year Chapter 11 proceeding. ASSIST-MED INC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Assist-Med, Inc. Assist-Med, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (Houston) (Case No. 16-31624) on April 3, 2016. The Debtor is represented by Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure. The case is assigned to Judge Karen K. Brown. The Debtor disclosed total assets of $23,284 and total debts of $1.11 million. ATLANTIC CITY, NJ: S&P Cuts GO Debt Rating to CC, Outlook Negative ------------------------------------------------------------------ S&P Global Ratings has lowered its rating on Atlantic City, N.J.'s general obligation (GO) debt to 'CC' from 'CCC-'. The outlook is negative. The rating action resolves the CreditWatch Developing that we placed on the rating on Jan. 22, 2016. "The downgrade reflects our opinion that a default or debt restructuring appears to be a virtual certainty even under the most optimistic circumstances," said S&P Global credit analyst Timothy Little. In S&P's opinion, while the city may receive extraordinary support from the state government, S&P is not confident that it will prevent a default or debt restructuring that would impair bondholders. While the city was able to meet its May 1 debt service requirements, payments on subsequent issues are, in S&P's opinion, highly vulnerable to nonpayment. S&P also views the city's ability to meet its financial commitments in the long term to be unsustainable. S&P will continue to monitor the city as subsequent debt service payments come due and to evaluate whether events transpire that affect S&P's opinion of its credit profile. "The negative outlook reflects our opinion that there is at least a one-in-three likelihood that we could lower the rating over the next year due to the uncertainty as to whether the city has the ability to meet its financial obligations when due," added Mr. Little. Since the release of the Emergency Manager's 60-day report in March 2015, bonded debt deferrals have been a possible course for the city. S&P views payment on future obligations to be highly vulnerable to nonpayment and that a default or debt restructuring is a virtual certainty. In S&P's opinion, while extraordinary state intervention may occur, S&P is not confident that it would prevent a payment default or debt restructuring. ATP OIL: Court Grants Bennu's Bid for Partial Summary Judgment -------------------------------------------------------------- Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division granted Defendant Bennu Oil & Gas, LLC's motion for partial summary judgment on its counterclaim for declaratory judgment that it took the Telemark Properties free and clear of Hornbeck's alleged statutory liens. Judge Isgur found that Hornbeck's statutory liens do not constitute Senior Prior Liens. However, Judge Isgur held that Bennu's summary judgment motion did not address its request for a permanent injunction. Bennu must file a brief statement by May 2, 2016, indicating whether it wishes to waive its request for a permanent injunction and obtain final judgment over the declaratory relief. If it does not wish to waive its request for injunctive relief, the Court will issue a scheduling order for trial. The adversary case HORNBECK OFFSHORE SERVICES, LLC, Plaintiff(s). v. ATP OIL & GAS CORPORATION, et al, Defendant(s), Adversary No. 13-3221 (Bankr. S.D. Tex.), in relation to IN RE: ATP OIL & GAS CORPORATION, Chapter 7, Debtor(s), Case No. 12-36187. A full-text copy of the Memorandum Opinion dated April 13, 2016 is available at http://is.gd/v2Fydcfrom Leagle.com. Bennu Oil & Gas, LLC, Defendant, is represented by Andrew J. Gallo, Esq. -- andrew.gallo@morganlewis.com -- Morgan, Lewis & Bockius LLP. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order on June 26, 2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. ATP OIL: Supreme Not Entitled to Lien and Privilege Under LOWLA --------------------------------------------------------------- Defendant Bennu Oil & Gas, LLC seeks partial summary judgment on the issue of whether the on-shore storage services Plaintiff Supreme Service & Specialty Co., Inc., provided to Debtor ATP Oil & Gas Corporation entitle Supreme to a lien and privilege under the Louisiana Oil Well Lien Act. Supreme has indicated that it may have provided other services to ATP that commenced prior to the Senior Lien cut-off date, but it has not identified or pleaded them. The court considered competing motions for summary judgment. The issue central to both motions can be simply stated: whether on-shore storage services necessary to conduct well site operations give rise to a privilege under the Louisiana Oil Well Lien Act made applicable by the Outer Continental Shelf Lands Act. Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, ruled that Supreme is not entitled to a lien and privilege under LOWLA for the on-shore storage services it provided to ATP prior to the senior Lien cut-off date as it is undisputed that the services Supreme provided to ATP prior to the Senior Lien cut-off date were conducted entirely on-shore. A full-text copy of the Memorandum Opinion dated April 12, 2016, is available at http://is.gd/vcDq3Jfrom Leagle.com. The adversary case is SUPREME SERVICE & SPECIALTY CO., INC., Plaintiff(s), v. BENNU OIL & GAS, LLC, Defendant(s), Adversary No. 13-3192 (Bankr. S.D. Tex.), in relation to Bankruptcy Case IN RE: ATP OIL & GAS CORPORATION, Chapter 7, Debtor(s), Case No. 12-36187. Supreme Service & Specialty Co., Inc., Plaintiff, is represented by S Ault Hootsell, III, Esq. -- Phelps Dunbar, William Ross Spence, Esq. -- ross@snowspencelaw.com -- Snow Spence Green LLP. Bennu Oil & Gas, LLC, Defendant, is represented by Sean B Davis, Esq. -- sbdavis@winstead.com -- Winstead PC, Phillip L Lamberson, Esq. -- pllamberson@winstead.com -- Winstead PC. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order on June 26, 2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. BB&N LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BB&N LLC. BB&N LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-03749) on April 8, 2016. The Debtor is represented by Donald W. Powell, Esq., at Carmichael & Powell, PC. BG MEDICINE: Suspending Filing of Reports with SEC -------------------------------------------------- BG Medicine, Inc., filed with the Securities and Exchange Commission a Form 15 notifying the termination of registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss attributable to common stockholders of $6.95 million on $1.56 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $8.06 million on $2.78 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, BG Medicine had $2.13 million in total assets, $1.51 million in total liabilities, $2.59 million in convertible preferred stock, and a $1.97 million in total stockholders' deficit. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BH SUTTON: Court OKs Joint Administration of Chapter 11 Cases ------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized and directed the joint administration of the Chapter 11 cases of BH Sutton Mezz LLC and Sutton 58 Owner LLC for procedural purposes only under Case No. 16-10455. The Court ruled that the caption of the jointly administered cases will read as In re: BH Sutton Mezz LLC, et al., Case No. 16-10455 (SHL). About BH Sutton New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D. NY Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP represents the Debtor in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. BILL BARRETT: Incurs $46.5 Million Net Loss in First Quarter ------------------------------------------------------------ Bill Barrett Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $46.5 million on $29.4 million of total operating and other revenues for the three months ended March 31, 2016, compared to a net loss of $11.7 million on $49.1 million of total operating and other revenues for the same period in 2015. As of March 31, 2016, Bill Barrett had $1.44 billion in total assets, $938.23 million in total liabilities and $506 million in total stockholders' equity. Chief Executive Officer and President Scot Woodall commented, "Our team continues to execute and we posted another solid quarter of operational and financial results. The positive results were due in part to production coming in at the upper end of our guidance range, tightening oil differentials, and a 26% year-over-year decrease in per unit LOE. In addition, G&A expense declined 17% compared to the first quarter of 2015. We continue to maintain a capital disciplined approach as first quarter spending was 20% below the mid-point of our guidance range as we captured further XRL well cost savings. This gives us the confidence to lower our full-year 2016 capital expenditure guidance, while reaffirming our production guidance. The second quarter is off to a good start and we continue to be encouraged by the results of our XRL development program and the associated contribution to our increasing production profile this year. We are in the process of completing and placing on initial flowback the remainder of the wells that have been drilled. Our balance sheet remains strong as we ended the quarter with a cash position of $106 million, an undrawn credit facility, and a favorable hedge position which provides ample liquidity. The Uinta Basin non-core asset sale will further bolster our balance sheet by increasing our cash position." At March 31, 2016, the principal balance of long-term debt was $803.2 million and cash and cash equivalents were $105.6 million, resulting in net debt (principal balance of debt outstanding less the cash and cash equivalents balance) of $697.6 million. The Company's semi-annual borrowing base review was completed in April 2016 with the bank group setting a borrowing base of $335 million, an 11% reduction from the previous borrowing base of $375 million. There were no changes to the terms or conditions of the credit facility and there are no borrowings outstanding. The revolving credit facility has $309 million in available capacity, after taking into account a $26 million letter of credit. The next regularly scheduled borrowing base redetermination will occur on or about Oct. 1, 2016. A full-text copy of the Form 10-Q is available for free at: http://is.gd/2yvT7n About Bill Barrett Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $488 million in 2015 following net income of $15.08 million in 2014. BIND THERAPEUTICS: Announces Research Collaboration with Affilogic ------------------------------------------------------------------ BIND Therapeutics, Inc., a biotechnology company developing targeted and programmable therapeutics called ACCURINS(R), on May 5 announced a research collaboration with Affilogic, a privately held biotechnology company developing affinity proteins called Nanofitins(R) that selectively bind and interact with identified targets. Under terms of the collaboration, BIND will utilize Nanofitins(R) as targeting ligand components for ACCURINS(R) designed to bind immuno-oncology targets. Upon achievement of proof-of-concept, BIND anticipates expanding the collaboration to develop ACCURINS(R) that incorporate unique combinations of immuno-oncology targeting ligands and new classes of payloads, including oligonucleotides and molecularly targeted therapies. "Targeting ligand collaborations are an important part of our strategy to develop innovative medicines and this collaboration provides us with access to targeting ligands that are key modulators of anti-tumor immunity," said Jonathan Yingling, Ph.D., chief scientific officer, BIND Therapeutics. "The modular nature of our platform, including the ability to utilize targeting ligands that elicit a biological response and enhance disease tissue accumulation, will potentially allow us to develop ACCURINS(R) that cause tumor cell death and/or modulate the tumor microenvironment as a way to maximize clinical benefit for patients." ACCURINS(R) are polymeric nanoparticles that encapsulate and control the release of therapeutic payloads with diverse physical and chemical properties, including highly charged payloads such as oligonucleotides and molecularly targeted therapies that have previously been difficult to formulate in a nanoparticle. Additionally, the surface of ACCURINS(R) can be functionalized with a variety of biologically active ligands, potentially with multiple types of ligands on the same particle. BIND's collaboration with Affilogic is intended to investigate the use of Nanofitins(R) protein ligands that bind to important immune regulators. "We are excited about our collaboration with BIND Therapeutics and believe our Nanofitin(R) targeting ligands can play an important role in BIND's innovative medicine strategy," said Olivier Kitten, chief executive officer, AFFILOGIC. "BIND's ACCURINS(R) platform has proven very effective at encapsulating and controlling the release kinetics of a wide variety of therapeutic payloads. When combined with our ability to specifically tailor Nanofitins to target important immune-oncology checkpoints, we believe this collaboration could lead to the discovery and development of truly innovative therapeutics." This early research collaboration is not expected to have a material financial impact on BIND Therapeutics. Additional terms of the collaboration have not been disclosed. About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer. BIND'S product candidates are based on proprietary polymeric nanoparticles called ACCURINS(R), which are engineered to target specific cells and tissues in the body at sites of disease. BIND is developing ACCURINS(R) with three different therapeutic objectives, both through internal research programs and with collaborators: Innovative medicines; enabling potent pathway inhibitors; and differentiated efficacy with approved drugs. BIND's internal discovery efforts are focused on designing oligonucleotide and immune-oncology-based ACCURINS(R). BIND Therapeutics on May 2 disclosed that it has elected to file a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. BONANZA CREEK: Incurs $47.2 Million Net Loss in First Quarter ------------------------------------------------------------- Bonanza Creek Energy, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $47.2 million on $44.2 million of oil and gas sales for the three months ended March 31, 2016, compared to a net loss of $18.4 million on $73.1 million of oil and gas sales for the same period in 2015. As of March 31, 2016, Bonanza had $1.42 billion in total assets, $1.25 billion in total liabilities and $165 million in total stockholders' equity. Richard Carty, president and chief executive officer, commented, "I am proud to announce our first quarter operational results which have exceeded expectations for the third consecutive quarter. While the commodity price environment continues to be challenging for the Company financially, our underlying Wattenberg assets continue to outperform. For the balance of 2016, the Company will continue its efforts to maximize its liquidity position through potential asset sales and putting intense focus into maximizing the productivity of base production and optimizing cost structure." A full-text copy of the Form 10-Q is available for free at: http://is.gd/fDrzPq About Bonanza Creek Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2, 2010, and went public in December 2011. Bonanza Creek reported a net loss of $745.54 million on $292.67 million of oil and gas sales for the year ended Dec. 31, 2015, compared to net income of $20.28 million on $558.63 million of oil and gas sales for the year ended Dec. 31, 2014. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Bonanza Creek Energy Inc. to 'CCC' from 'B-'. The outlook is negative. Bonanza Creek carries a B2 corporate family rating from Moody's Investors Service. BOZEL S.A.: Court Dismisses Suit vs. Michel Marengere ----------------------------------------------------- Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York dismissed the complaint against Michel Marengere to dismiss the adversary proceeding for insufficient service of process. The motion is granted because Plaintiff Trilliant Funding, Inc. failed to exercise reasonable due diligence in serving the Defendant by waiting 25 months after the filing of the complaint and almost sixteen months after a deadline set by the Court. A full-text copy of the Memorandum of Decision dated April 14, 2016 is available at http://is.gd/gl5n7pfrom Leagle.com. The adversary case is TRILLIANT FUNDING, INC., as Plan Administrator of Bozel S.A. and Bozel LLC., Plaintiff, v. MICHEL MARENGERE Defendant, Adv. Pro. No. 13-01098 (SHL)(Bankr. S.D.N.Y.), in relation to bankruptcy case In re BOZEL S.A. et al., Chapter 11, Debtors, Case No. 10-11802 (SHL). Trilliant Funding, Inc., as Plan Administrator of Bozel S.A., Plaintiff, is represented by Eric T. Moser, Esq. -- emoser@r3mlaw.com -- Rich Michaelson Magaliff Moser, LLP, Douglas J. Pick, Esq. --dpick@picklaw.net -- Pick & Zabicki LLP. Michel Marengere, Defendant, is represented by Scott Krinsky, Esq. -- Backenroth Frankel & Krinsky, LLP About Bozel S.A. Bozel S.A. is a company limited by shares (a 'societe anonyme' or "S.A.") organized under the Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register under the number B107769. Bozel is a holding company which, at the time of its Chapter 11 filing, owned substantially all of the stock in Bozel Mineracao, S.A. (organized in Brazil) ("Bozel Brazil") and Bozel Europe S.A.S. (organized in France) ("Bozel Europe"), and continues to own Bozel, LLC (organized in the state of Florida). Prior to the sale of Bozel Brazil and Bozel Europe to Japan Metals & Chemicals, Co., Ltd. ("JMC"), Bozel S.A., through its three operating subsidiaries on three continents, was a worldwide leader in the sale of calcium silicon ("CaSi"). Immediately preceding its filing for bankruptcy protection, Bozel S.A. sold over 40% of the world's CaSi powder output. Bozel Brazil produces primarily CaSi and cored wire, which is an industry- preferred ingredient in the production of high quality steel and steel alloys. Bozel Europe produces primarily cored wire. Bozel, LLC, formerly marketed and distributed in the United States the products produced by Bozel Brazil. Bozel S.A. is the sole member and manager of Bozel, LLC. Bozel sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-11802) on April 6, 2010. In its amended schedules, Bozel disclosed US$41,134,010 in assets and US$47,365,036 in liabilities. Bozel, LLC, filed a separate petition for Chapter 11 (Bankr. S.D.N.Y. Case No. 11-10033) on Jan. 10, 2011. Allen G. Kadish, Esq., and Kaitlin R. Walsh, Esq., at Greenberg Traurig, LLP, in New York, and Mark D. Bloom Esq., at Greenberg Traurig, LLP, in Miami, represent the Debtors as counsel. The two cases are jointly administered under Case No. 10-11802. BUCKINGHAM SECURITIES: Clients Have Until June 30 to File Claims ---------------------------------------------------------------- Upon the application of BNY Trust Company of Canada, as Attorney for CIBC Mellon Trust Company, agent for National Trust Company, trustee of the Ontario Contingency Trust Plan, the Ontario Superior Court of Justice on April 13, 2016, entered an order establishing a claims procedure to determine claims against the Plan in respect of losses resulting from dealing with Participants, including: (i) Buckingham Securities Corporation; (ii) Go Vacations Capital Inc.; (iii) iForum Financial Services Inc.; (iv) Marlow Group Private Portfolio Management Inc.; and (v) Money Growth Financial Services Inc. Clients of one of the Insolvent Participants who suffered a loss may be entitled to compensation of up to C$5,000 under the Plan. Any client of a Participant or an Insolvent Participant that intends to make a claim against the Plan must file a Proof of Claim with the Trustee on or before June 30, 2016. The Ontario Contingency Trust Plan was established in 1970 by Regulation 794 under The Securities Act, 1966, 5.0. 1966, c.142 in respect of certain securities dealers, mutual fund dealers and scholarship plan dealers. The Plan provides that any client of a Participant who suffers a loss in the course of their dealings with the Participant may make a claim against the Plan and will be eligible for compensation of up to C$5,000 out of the capital of the Trust Fund if they meet the criteria set out in Article V of the Terms of Plan (as amended from time to time, the "Plan Terms"). Section 5.01 of the Plan Terms, limits a claim to the direct out-of-pocket loss suffered by a person who was a bona fide client of a Participant at the time the liability duty or obligation was first incurred by such a Participant in respect of which such loss thereafter arose, and such loss shall have arisen either due to, (i) the failure of a Participant to refund any payment received from a client for a security ordered by and not delivered as directed by that client, or to pay as directed by a client funds received by such Participant in connection with the sale of a security on behalf of that client, or (ii) any conversion of funds or securities of such a client while in the hands of or under the control of the Participant or by or on behalf of or for the benefit of the Participant or a partner, director, or shareholder of the Participant, but only to the extent the Participant does not have a bond or insurance providing for payment in respect of such conversion. The Plan is one of three compensation funds or contingency trust funds that have been approved by the Ontario Securities Commission under the Securities Act (Ontario) (the "Act"). The other two are established by self-regulatory organizations with their own investor protection fund and, as a result, most Participants, other than Exempt Market Dealers (who are not required to participate in a compensation fund), are now either members of Investment Industry Regulatory Organization of Canada (non-exempt securities dealers) and, as a result, are covered by the Canadian Investor Protection Fund or are members of the Mutual Fund Dealers Association of Canada (mutual fund dealers) and, as such, are covered by the MFDA Investor Protection Corporation. Section 5.01 of the Plan Terms further provides that no claim shall be eligible for payment under the Plan to the extent that the amount of such claim is in excess of C$5,000, and any amount received by a client in payment of any loss giving rise to such claim otherwise than out of the Trust Fund, including any amount received from the Canadian Investor Protection Fund or the MFDA Investor Protection Corporation, or any dividends received in connection with a bankruptcy or receivership proceeding relating to a Participant, shall be applied to reduce the maximum amount of C$5,000. BNY Trust Company of Canada, as Attorney for CIBC Mellon Trust Company, agent for National Trust Company, trustee of the Ontario Contingency Trust Plan 320 Bay Street, 11th Floor Toronto, Ontario M5H 4A6 Attention: Mark Wright Tel: (416) 933-8533 Fax: (416) 360-1711 Email: Mark.Wright@BNYMellon.com BUDD COMPANY: Future Asbestos Claimants Representative Not Needed ----------------------------------------------------------------- The Official Committee of Asbestos Personal Injury Claimants in The Budd Company, Inc.'s case ("Asbestos Committee") sought and obtained from Jack B. Schmetterer the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, the entry of an order dispensing with the appointment of a representative for future asbestos claimants of the Debtor. "The Asbestos Committee represents the interests of all of the Debtor's known asbestos claimants, including any known holders of insured and uninsured asbestos-related personal injury claims. Any future claimant will either hold an insured or uninsured asbestos-related personal injury claim and will receive the same treatment under the Plan as known holders of such claims and, thus, their interests are adequately represented by the Asbestos Committee... The Asbestos Committee, after consultation with its asbestos liability consultant, is informed and believes that the funding of the Uninsured Asbestos Claim Fund in the manner prescribed by the Debtor's Plan is adequate to compensate holders of Uninsured Asbestos Claims in a manner consistent with the treatment of the Debtor's other general unsecured creditors... Indeed, at the March 11, 2016 omnibus hearing in this Case, Ms. Gleason of the Office of the United States Trustee indicated that she believed that the Asbestos Committee adequately represents the interests of holders of Uninsured Asbestos Claims," the Asbestos Committee averred. The Official Committee of Asbestos Personal Injury Claimants is represented by: Joseph D. Frank, Esq. Reed Heiligman, Esq. FRANKGECKER LLP 325 North LaSalle Street, Suite 625 Chicago, IL 60654 Telephone: (312)276-1400 Facsimile: (312)276-0035 E-mail: jfrank@fgllp.com rheiligman@fgllp.com About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. BUILDERS FIRSTSOURCE: Reports First Quarter 2016 Results -------------------------------------------------------- Builders FirstSource, Inc., reported a net loss of $16.98 million on $1.39 billion of sales for the three months ended March 31, 2016, compared to a net loss of $7.07 million on $371 million of sales for the same period in 2015. As of March 31, 2016, Builders Firstsource had $2.84 billion in total assets, $2.71 billion in total liabilities and $134 million in total stockholders' equity. Commenting on the first quarter results, Builders FirstSource CEO Floyd Sherman remarked, "I am pleased to report that we grew net sales by 9 percent and Adjusted EBITDA by almost 200 percent, or $41 million, in the quarter on a Pro Forma Adjusted basis versus prior year. We were able to achieve these positive results despite an estimated $86 million negative impact of commodity deflation on our sales. In addition, sales in our value-added categories of prefabricated components, windows & doors, and millwork grew 14 percent versus pro forma 2015. Absent commodity deflation, our new residential construction sales volume grew 16 percent in the first quarter and repair and remodel volume grew by 15 percent. From a single-family housing starts perspective, the Census Bureau reported actual first quarter 2016 national starts increased 22.2 percent, however, completions only increased 16.7 percent compared to the first quarter of 2015." Chad Crow, Builders FirstSource President and CFO, commented, "We produced another quarter of strong Adjusted EBITDA, totaling $61.8 million. We continue to grow our business in a profitable manner, as evidenced by the approximately 90 basis point expansion in our gross margin percentage and the approximately 280 basis point Adjusted EBITDA margin growth we achieved this quarter relative to prior year Pro Forma results. The company was able to realize $17 million of synergy savings in the quarter before one-time costs to implement, in line with our previous guidance. We also reduced our net debt / Adjusted EBITDA ratio by over half a turn in the quarter and one turn since the third quarter of 2015, from 6.5x to 5.5x net debt/Adjusted Pro Forma EBITDA on a trailing 12 months basis. While we expect to continue to borrow under our revolving credit facility for seasonal working capital and other operating needs, cash flow in the quarter was in line with our full year guidance and we expect to pay down additional debt in 2016. We are executing on our multi-year plan to de-lever the balance sheet through cost savings realization, earnings expansion, disciplined capital expenditures, utilization of our tax assets, and opportunistic capital markets transactions." Mr. Sherman commented, "Our integration efforts are progressing well, with the combined company operating effectively as one, providing best in class service to our customers and delivering on our business objectives. Ten months after the acquisition of ProBuild, the transaction is already producing significant value. As of March 31, 2016, we have implemented cost savings initiatives that are projected to yield approximately $65-70 million in run rate savings, including $12-14 million in projected procurement initiatives, $7-8 million in projected network consolidation savings, and $46-48 million in projected overhead and SG&A savings. We realized $17 million in savings in the first quarter, an increase of $7 million over the fourth quarter of 2015, before one-time expenses. We have a defined roadmap to achieve $100-120 million of cost savings within two years of the Closing Date. Approximately $49 million of the projected $90-100 million of one-time costs to achieve the projected synergy targets have already been incurred through March 31, 2016, and an additional $25 million is expected during the balance of 2016." Mr. Sherman added, "We have created a more diversified company with enhanced scale and an improved geographic footprint, which allows for better customer reach and less exposure to any one market. With operations in 40 states, and 23 percent of our sales attributed to the repair and remodel end market, we believe we have also reduced cyclicality through broader sales exposure." Mr. Crow commented further, "I am very pleased with the progress we have made to date on integrating our company. All aspects of the integration, including system conversions, G&A rationalization, procurement negotiations, and facility consolidations, are in full swing and are progressing as planned. We plan to migrate 88 locations onto our Builder's proprietary ERP system by the end of 2016, and to date we have completed 25 conversions with minimal disruptions or issues We have also closed all but one of the planned overlapping locations." A full-text copy of the press release is available for free at: http://is.gd/MYeoZd About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The Company operates 56 distribution centers and 56 manufacturing facilities in nine states, principally in the southern and eastern United States. Manufacturing facilities include plants that manufacture roof and floor trusses, wall panels, stairs, aluminum and vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes windows, interior and exterior doors, dimensional lumber and lumber sheet goods, millwork and other building products. Builders Firstsource reported a net loss of $22.8 million on $3.56 billion of sales for the year ended Dec. 31, 2015, compared to net income of $18.2 million on $1.60 billion of sales for the year ended Dec. 31, 2014. * * * As reported by the TCR on July 15, 2015, Standard & Poor's Ratings Services said it raised its corporate credit rating on Builders FirstSource Inc. to 'B+' from 'B'. "The stable outlook reflects our view that Builders FirstSource will continue to increase sales and EBITDA as U.S. residential construction continues to recover from an historic downturn and the company realizes significant synergies from the merger. As a result, we expect some improvement in the company's leverage measures over the next 12 to 24 months while it maintains adequate liquidity," said Standard & Poor's credit analyst Pablo Garces. In the May 13, 2014, edition of the TCR, Moody's Investors Service upgraded Builders FirstSource's Corporate Family Rating to 'B3' from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's operating performance will continue to benefit from improved housing construction, repair and remodeling. CAESARS ENTERTAINMENT: Chief Commercial Officer Resigns ------------------------------------------------------- Mr. Tariq Shaukat previously informed Caesars Entertainment Corporation that he was contemplating relocating outside of Las Vegas, Nevada for personal family reasons and that, as a result, he intended to pursue employment elsewhere. On May 1, 2016, Mr. Shaukat provided notice of his resignation from his position as executive vice president and chief commercial officer of Caesars Entertainment Corporation effective May 31, 2016, according to a Form 8-K report filed with the Securities and Exchange Commission. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAESARS ENTERTAINMENT: Reports $308M Net Loss for First Quarter --------------------------------------------------------------- Caesars Entertainment Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $308 million on $1.16 billion of net revenues for the three months ended March 31, 2016, compared to net income attributable to the Company of $6.77 billion on $1.25 billion of net revenues for the same period in 2015. As of March 31, 2016, Caesars had $12.1 billion in total assets, $10.2 billion in total liabilities and a total stockholders' equity of $1.94 million. "Enterprise-wide, including CEOC, we delivered all-time record adjusted EBITDA margins in the first quarter of 2016. Adjusted EBITDA margins improved over 200 basis points due to higher hospitality revenue growth, particularly in lodging, where we are investing in an upgraded room product, and increased average revenue per user in Caesars Interactive Entertainment. Additionally, we continue to demonstrate improved execution discipline and to deliver quantifiable savings on our efficiency initiatives," said Mark Frissora, president and CEO of Caesars Entertainment. "Our focus on driving margin and cash flow improvements while maintaining high levels of customer satisfaction and employee engagement has enhanced our financial performance. As we continue to execute on our cornerstone initiatives, we believe this provides a solid foundation to create long-term value for our stakeholders," concluded Frissora. A full-text copy of the Form 10-Q is available for frea at: http://is.gd/Sd9zG4 About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAPITOL LAKES: Court Values Banks’ Claims at $36-Mil. ------------------------------------------------------- Hon. Robert D. Martin of the U.S. Bankruptcy Court for the Western District of Wisconsin determines the value of the collateral securing Santander Bank, N.A., and KBC Bank, N.V.'s claims against Capital Lakes Inc. at $36,000,000. The Troubled Company Reporter earlier said that the Debtor requested the Bankruptcy Court to enter an order establishing the value of the banks' collateral for the purposes of confirmation of the Debtor's Plan at $32,000,000, and determining the value of the secured claims of Santander Bank and KBC Bank. The Banks appeal from the Order of the Court entered on April 7, 2016, setting the value of the collateral securing the Banks' claims at $36 million. KBC Bank, N.V. is represented by: Vincent J. Marriott, III, Esq. BALLARD SPAHR LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 864-8236 Email: marriott@ballardspahr.com -- and -- Daniel J. McGarry, Esq. WHYTE HIRSCHBOECK DUDEK S.C. P.O. Box 1379 Madison, WI 53701-1379 Telephone: (608) 234-6046 Email: dmcgarry@whdlaw.com Santander Bank, N.A. is represented by: John Robert Weiss, Esq. DUANE MORRIS LLP 190 South LaSalle Street, Suite 3700 Chicago, IL 60603-3433 Telephone: (312) 499-0148 Email: jrweiss@duanemorris.com -- and -- Daniel J. McGarry, Esq. WHYTE HIRSCHBOECK DUDEK S.C. P.O. Box 1379 Madison, WI 53701-1379 Telephone: (608) 234-6046 Email: dmcgarry@whdlaw.com 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. CHC GROUP: Files Chapter 11 Petition to Facilitate Restructuring ---------------------------------------------------------------- CHC Group on May 5 disclosed that the Company and certain of its wholly-owned subsidiaries have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas to facilitate the restructuring of its balance sheet and fleet, and position the Company for long-term success. The reorganization is expected to strengthen CHC's financial position by reducing long-term debt and enhancing financial flexibility while allowing the Company to manage and operate its fleet of aircraft. CHC expects day-to-day operations to continue without interruption throughout the court-supervised restructuring process. The Company expects to maintain sufficient liquidity throughout the restructuring process to maintain its continuing business operations. Karl Fessenden, President and Chief Executive Officer: "CHC continues to be a strong company operationally and we remain fully committed to delivering safe and reliable service to our customers. Importantly, normal business operations will continue. The step we have taken [Thurs]day provides an orderly path to enhance our financial flexibility and establish a competitive capital and operating structure that will allow us to invest in and grow CHC's business over the long-term. We remain committed to maintaining our position as a world class helicopter service provider -- one that continues to set the standard for safety, customer service and value across the industry. We thank our customers and suppliers for their ongoing support as well as our employees for their continued dedication." Like many companies in the oil and gas industry, CHC's operations have been significantly affected by the dramatic decline in oil prices since their peak in 2014 and general uncertainty in the energy market, which has led to decreased customer demand and an increase in idle aircraft. Despite significant efforts to reduce costs, these factors, coupled with CHC's debt and aircraft lease obligations, resulted in the Company's decision to engage advisors to assist in evaluating strategic alternatives to improve its capital structure. CHC and its advisors determined a court-supervised reorganization process provides the best and most efficient way to align the Company's debt, lease and interest costs with customer demand in the current operating environment, and position CHC for long-term success. The Company also disclosed that it has filed certain "first-day" motions with the court to facilitate operating in the normal course throughout the court-supervised restructuring process. Seabury Advisors, PJT Partners and CDG Group are serving as financial advisors to the Company and Weil, Gotshal & Manges LLP and Debevoise & Plimpton LLP are serving as its legal advisors. Headquartered in Canada, CHC Group Ltd. -- http://www.chc.ca-- is a commercial operator of helicopters. The Company provides helicopter transportation services to the oil and gas industry. The Company operates in two segments: Helicopter Services and Heli-One. The Helicopter Services segment consists of flying operations in the Eastern North Sea, the Western North Sea, the Americas, the Asia Pacific region and the Africa-Euro Asia region serving its offshore oil and gas customers, and providing search and rescue (SAR) and emergency medical services (EMS) to government agencies. The Heli-One segment includes helicopter maintenance, repair and overhaul facilities in Norway, Poland, Canada and the United States, providing helicopter maintenance, repair and overhaul services for its fleet and for an external customer base in Europe, Asia and North America. CHC GROUP: Moody's Cuts PDR to 'D-PD' to Bankruptcy Filing ---------------------------------------------------------- Moody's Investors Service downgraded CHC Group Ltd.'s Probability of Default Rating (PDR) to D-PD from Ca-PD. This action follows CHC's announcement that it, along with its wholly-owned subsidiary CHC Helicopter S.A., filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas, to facilitate the restructuring of its balance sheet and fleet. CHC's and CHC Helicopter S.A.'s other ratings were unchanged. The outlook remains negative. Shortly following this rating action, Moody's will withdraw all ratings for the company consistent with Moody's practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited. Downgrades: Issuer: CHC Group Ltd. -- Probability of Default Rating, Downgraded to D-PD from Ca-PD Outlook Actions: Issuer: CHC Group Ltd. -- Outlook, Remains Negative RATINGS RATIONALE The downgrade of CHC's PDR to D-PD is a result of the bankruptcy filing, announced on May 5, 2016. On April 15, 2016, CHC elected to skip interest payments due on its senior secured notes due 2020, entering the 30-day grace period allowed under the notes indentures. CHC, headquartered in Vancouver, British Columbia, is a significant provider of helicopter services to the global offshore exploration and production industry with operations in approximately 30 countries. CHICAGOLAND'S MEDICAL: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Chicagoland's Medical Services Organization, LLC 4415 W. Harrison, Suite 300 Hillside, IL 60162 Case No.: 16-15403 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes Debtor's Counsel: Paul B Porvaznik, Esq. DAVIS MCGRATH LLXC 125 S. Wacker Drive, Suite 1700 Chicago, IL 60606 Tel: 312-332-3033 Fax: 312-332-6376 E-mail: pporvaznik@davismcgrath.com - and - David K Welch, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 S Lasalle St, Suite 3705 Chicago, IL 60603 Tel: 312 641-6777 Fax: 312 641-7114 E-mail: dwelch@craneheyman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Damon Morse, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb16-15403.pdf CLAIRE'S STORES: Beatrice Lafon Quits as CEO -------------------------------------------- Beatrice Lafon resigned from her position as the chief executive officer of Claire's Stores, Inc., and from the Company's Board of Directors effective May 5, 2016. In connection with her resignation, Ms. Lafon will be entitled to benefits provided for under her Employment Agreement with Claire’s Stores, Inc., dated April 2, 2014, in the case of a termination without cause. Her resignation from the Board was not due to any disagreement with the Company known to any executive officer of the Company on any matter relating to the Company's operations, policies or practices. On May 5, 2016, the Company announced the appointment of Ron Marshall as chief executive officer. Mr. Marshall has previously served and will continue to serve as a member of the Board of Directors of the Company; however, he will no longer serve on the Audit Committee of the Board. Mr. Marshall has served as a member of the Company's Board of Directors since December 2007. Mr. Marshall has served as President and chief executive officer of The Great Atlantic & Pacific Tea Company, a supermarket store chain, from February 2010 through July 2010. From January 2009 until January 2010, Mr. Marshall was president and chief executive officer, and director of Borders Group Inc., a national bookseller. In February 2011, Border's Group filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code, which was converted to a liquidation in December 2011. From 1998 to 2006, Mr. Marshall served as Chief Executive Officer of Nash Finch Company, a U.S. wholesale food distributor, and was a member of its Board of Directors. Prior to joining Nash Finch, Mr. Marshall served as chief financial officer of Pathmark Stores, Inc., a supermarket store chain, Dart Group Corporation, owner of retail discount stores, Barnes & Noble Bookstores, Inc., NBI's The Office Place, an office supplies retailer, and Jack Eckerd Corporation, a drug store chain. Mr. Marshall has also been a principal of Wildridge Capital Management, an investment and advisory firm, since 2006. Mr. Marshall is a certified public accountant. Mr. Marshall is not party to any transactions with the Company required to be disclosed by Item 404(a) of Regulation S-K. In connection with his appointment as chief executive officer, Mr. Marshall and the Company entered in an employment agreement dated as of May 5, 2016. Pursuant to the terms thereof, Mr. Marshall will receive an annual base salary of $900,000 and, in lieu of participation in 2016 and subsequent years in the Company's annual bonus incentive plan, an option for 200,000 shares of the common stock of Claire's, Inc., the corporate parent of the Company, that will be immediately vested upon grant. In addition, Mr. Marshall will also be granted 600,000 options that will vest at the rate of 25% per year subject to continued employment. In the event Mr. Marshall's employment is terminated by the Company without cause or by him for good reason, Mr. Marshall would also be entitled to receive a severance payment equal to 12 months of his base salary and reimbursement for premiums for continued health benefits for the length of the severance period. Mr. Marshall is also subject to customary restrictive covenants, such as non-competition, non-solicitation and non-disclosure, during his employment and for the greater of the period during which Mr. Marshall receives severance payments or a period of 12 months following the termination of his employment. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores reported a net loss of $236.43 million on $1.40 billion of net sales for the fiscal year ended Jan. 30, 2016, compared to a net loss of $211.97 million on $1.49 billion of net sales for the fiscal year ended Jan. 31, 2015. As of Jan. 30, 2016, Claire's Stores had $2.21 billion in total assets, $2.79 billion in total liabilities and a $580.24 million stockholders' deficit. * * * As reported by the TCR on April 13, 2015, Moody's Investors Service downgraded Claire's Corporate Family Rating (CFR) to Caa2 from Caa1. The downgrade of Claire's ratings reflect continued weak operating performance and deterioration of its liquidity profile. The TCR reported in April 2015 that Standard & Poor's Ratings Services lowered its corporate credit rating on Claire's Stores Inc. to 'CCC' from 'B-'. "The rating action reflects our belief that Claire's could violate its financial covenant under its revolving credit facility in the upcoming quarters, given continuously weak operating trends," said credit analyst Mariola Borysiak. CLAIRE'S STORES: Inks Exchange Pacts with Apollo Funds ------------------------------------------------------ Claire's Stores, Inc., entered into two Exchange Agreements, dated as of May 4, 2016, with certain funds managed by affiliates of Apollo Global Management, LLC, pursuant to which the Company exchanged (i) $174.4 million aggregate principal amount of its 10.50% Senior Subordinated Notes due 2017 held by the Apollo Funds, for (ii) $174.4 million aggregate principal amount of its newly-issued 10.50% PIK Senior Subordinated Notes due 2017. The Existing Subordinated Notes had been acquired by the Apollo Funds in open market transactions. The Company has caused all $174.4 million aggregate principal amount of the acquired Existing Subordinated Notes to be cancelled. The Apollo Funds are the indirect controlling shareholders of the Company. The New PIK Subordinated Notes were issued pursuant to an Indenture, dated as of May 4, 2016, entered into by the Company, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. The terms of the New PIK Subordinated Notes are substantially the same as those of the Existing Subordinated Notes except that interest, which accrues at 10.50% per annum from Dec. 1, 2015, will be paid-in-kind with respect to the June 1, 2016, interest payment and may be PIK, paid in cash or paid 50% cash/50% PIK with respect to the Dec. 1, 2016, interest payment. Interest on the New PIK Subordinated Notes and the Existing Subordinated Notes is payable semi-annually in June and December. The New PIK Subordinated Notes and the Existing Subordinated Notes will mature June 1, 2017. The New PIK Subordinated Notes rank pari passu with the Existing Subordinated Notes, and both series are subordinated to all senior indebtedness of the Company and the Guarantors. The Indenture has substantially the same terms as the indenture governing the Existing Subordinated Notes (other than with respect to PIK interest as discussed above) and includes customary defaults and covenants that, among other things, subject to certain exceptions and basket amounts, restrict the ability of the Company and its restricted subsidiaries to: * incur additional indebtedness; * pay dividends or distributions on capital stock, repurchase or retire capital stock and redeem, repurchase or defease any subordinated indebtedness; * make certain investments; * create or incur certain liens; * create restrictions on the payment of dividends or other distributions from subsidiaries; * transfer or sell assets; * engage in certain transactions with affiliates; and * merge or consolidate with other companies or transfer all or substantially all of the Company's assets. The New PIK Subordinated Notes (and the Existing Subordinated Notes) may, subject to restrictions contained in the Company's other debt agreements, be redeemed at par at any time. With respect to the Company's issuance of $174.4 million aggregate principal amount of New PIK Subordinated Notes in exchange for $174.4 million aggregate principal amount of the Company's Existing Subordinated Notes. A full-text copy of the Form 8-K is available for free at: http://is.gd/U17o6V About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. * * * As reported by the TCR on April 13, 2015, Moody's Investors Service downgraded Claire's Corporate Family Rating (CFR) to Caa2 from Caa1. The downgrade of Claire's ratings reflect continued weak operating performance and deterioration of its liquidity profile. The TCR reported in April 2015 that Standard & Poor's Ratings Services lowered its corporate credit rating on Claire's Stores Inc. to 'CCC' from 'B-'. "The rating action reflects our belief that Claire's could violate its financial covenant under its revolving credit facility in the upcoming quarters, given continuously weak operating trends," said credit analyst Mariola Borysiak. CLAYTON B. OBERSHEIMER: Case Summary & 5 Unsecured Creditors ------------------------------------------------------------ Debtor: Clayton B. Obersheimer, Inc. dba CBO Glass 162 Colgate Avenue Buffalo, NY 14220 Case No.: 16-10901 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ & MATTREY LLP 1300 Main Place Tower 350 Main Street Buffalo, NY 14202 Tel: (716) 852-1300 Email: abaumeister@amigonesanchez.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Paul F. Hogan, Jr., chairman. A list of the Debtor's 5 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb16-10901.pdf COLUMBIA HOSPITALITY: Can Use Cash Until Plan Confirmation ---------------------------------------------------------- Honorable Dennis R. Dow of the U.S. Bankruptcy Court, Western District of Missouri, Central Division, authorizes Columbia Hospitality Services, Inc., to use Cash Collateral for operating expenses from the date of the Order to the date of confirmation of the Debtor's plan or dismissal. As reported earlier by the Troubled Company Reporter, the Debtor, owner of a hotel located at 2904 Clark Lane, in Columbia, Missouri, known as Best Western Hotel, submitted a motion with the Bankruptcy Court seeking permission to use cash collateral from income of its hotel operations… Private Capital Group, Inc. asserts blanket security interests in the assets of the Debtor, including the cash receipts. As adequate protection, the Debtor proposes to provide Private Capital $18,230 per month plus any additional amount which would guarantee Private Capital a minimum of 20 percent of the gross each month, commencing May 1, 2016, until such time as the Debtor has a confirmed plan. Pacific Capital Group complains that the Debtor's Motion fails to specifically provide the details associated with certain monthly sales and city taxes as well as substantial capital expenditures required by the franchisor Best Western and the source of payment for such expenses for all of which are not included in the proposed budget and appear to be in a substantial amount that will render the existing budget unworkable. The Parties agreed to a monthly expense cap of $69,000, and an additional expense exceptions in an aggregate amount not to exceed $10,000 for the expenditures required to be paid by the Debtor for sales, including capital improvements required to be incurred by Best Western, and city tax. The Debtor is directed to pay adequate protection payments to Private Capital Group of $37,500 per month beginning May 15, 2016, and also required to provide monthly report on actual revenue and expenses, showing the extent of deviation from the projected expenses in the budget, beginning with the report due on May 20. A full-text copy of the Cash Collateral Order dated April 27, 2016 is available at http://is.gd/skjVlg Private Capital Group, Inc. is represented by: Richard M. Beheler, Esq. SOUTHLAW, P.C. 6363 College Blvd. Suite 100 Overland Park, KS 66211 Telephone: (913) 663-7600 Facsimile: (913) 663-7899 Email: Richard.Beheler@southlaw.com About Columbia Hospitality Columbia Hospitality Services, LLC, operates a Best Western Hotel located at 2904 Clark Lane, Columbia MO 65202, which has been closed for sometime and is in the process of reopening. Columbia Hospitality filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No. 16-20272) on April 4, 2016. George Pate signed the petition as president/secretary. The Debtor listed total assets of $11.9 million and total liabilities of $9.71 million. COMSTOCK MINING: Incurs $4.05 Million Net Loss in First Quarter --------------------------------------------------------------- Comstock Mining Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.05 million on $2.02 million of total revenues for the three months ended March 31, 2016, compared to net income of $1.28 million on $6.03 million of total revenues for the same period in 2015. As of March 31, 2016, Comstock Mining had $42.63 million in total assets, $22.8 million in total liabilities and $19.9 million in total stockholders' equity. Total current assets were $7.5 million at March 31, 2016, including cash and cash equivalents of $3.6 million. Inventories, stockpiles, and mineralized material on leach pad totaled $1.0 million. "Future production rates and gold prices below management's expectations would adversely affect the Company's results of operations, financial condition and cash flows. Future asset sales could also take longer than expected. If the Company was unable to obtain any necessary additional funds, this could have an immediate material effect on liquidity and could raise substantial doubt about the Company's ability to continue as a going concern. In such case, the Company could be required to limit or discontinue certain business plans, activities or operations, reduce or delay certain capital expenditures or sell certain assets or businesses. There can be no assurance that the Company would be able to take any of such actions on favorable terms, in a timely manner or at all." A full-text copy of the Form 10-Q is available for free at: http://is.gd/QcTSC7 About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss available to common shareholders of $15.9 million on $18.5 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $13.3 million on $25.6 million of total revenues for the year ended Dec. 31, 2014. CORPORATE RESOURCE: Seeks Approval of Flex Stipulation ------------------------------------------------------ James S. Feltman, Chapter 11 Trustee for Corporate Resource Services, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to approve a settlement that he has entered into with Flex Employee Services, LLC and Wells Fargo Bank, National Association. The Chapter 11 Trustee initiated an adversary proceeding against Wells Fargo Bank seeking the turnover of certain funds then held by Wells Fargo Bank, which Wells Fargo asserted it had a right to hold under certain indemnity and other provisions in the Financing Facility and applicable law. The Court ordered the Wells Fargo Stipulation, between Wells Fargo and the Chapter 11 Trustee, resolving the adversary proceeding and memorializing an agreement that resulted in, among other things, (i) the return of a portion of the approximately $2.8 million in Excess Funds then held by Wells Fargo; (ii) an agreement to allow Wells Fargo Bank to retain $1.5 million of Wells Fargo Retained Cash Collateral as adequate protection for its alleged security interest under the Financing Facility; (iii) the creation of a Stipulation Reserve Account not to exceed $1.5 million funded though the retention by the Trustee of 15% of future monies collected and retained up to the first $10 million of such monies; (iv) acknowledges that Wells Fargo Bank was holding approximately $1 million of unapplied cash collections ("OAP"); and (v) further acknowledges that a portion of such unapplied cash collections relating to the customer accounts was potentially the subject of dispute regard its ownership ("Disputed OAP"). CRS Inc., one of its wholly-owned debtor subsidiaries, Insurance Overload Services, Inc., and two of its non debtor wholly-owned subsidiaries, Summit Software, Inc., and Nationwide Screening Services, Inc., entered into an asset purchase agreement with Flex. As part of the consideration for the assets purchased under the Flex APA, Flex agreed to pay CRS $750,000 in the form of an unsecured 36 month promissory note with an eight percent per annum interest rate with principal and interest payments paid quarterly. Flex is currently delinquent on the Flex Note and the Trustee elected to accelerate amounts due under the Flex Note. The Trustee, Flex, and Wells Fargo have determined that $596,009 of the OAP held by Wells Fargo is attributable to Flex ("Flex OAP"). The Chapter 11 Trustee contends that he has entered into the stipulation with Flex, resolving their dispute. The Chapter 11 Trustee further contends that Wells Fargo has agreed to the Stipulation. The principal terms of the settlement stipulation are as follows: (a) Trustee Disavows Flex OAP Claim: The Trustee disavows any claim, on behalf of the Debtors, to the Flex OAP and does not dispute Flex's entitlement to the Flex OAP. (b) Satisfaction of the Flex Note: Flex agrees that the first $257,500 out of the Flex OAP will be sent to the Trustee by Wells Fargo in full satisfaction of the Flex Note under the Flex APA. The remainder of the Flex OAP, in the amount of $338,509, will go to Flex. No later than 30 days from the date that the Stipulation is "So Ordered" by the Court, Wells Fargo agrees to release the Flex OAP in accordance with the Stipulation. (c) Release: Upon the entry of the Stipulation, Flex will be deemed to have released, waived, and discharged, the Trustee, Debtors Corporate Resource Services, Inc., et al., the Debtors' estates, and Wells Fargo from any and all liabilities, obligations, actions, suits, judgments, claims, causes of action and demands, whether known or unknown, whatsoever at law or in equity arising from, in connection with, or related to the OAP and the non- payment of the Flex Note. Exclusive of the specifically released claims, each party to the Stipulation will retain any and all claims, causes of action and demands, known or unknown, whatsoever at law or in equity, including, but not limited to, any claims pursuant to Chapter 5 of title 11, United States Code. The Chapter 11 Trustee believes that the settlement embodied in the stipulation is in the best interest of the Debtors' estates and creditors for the following reasons: (1) The stipulation resolves the Chapter 11 Trustee's dispute with Flex quickly, efficiently, and without the need to resort to litigation, the cost of which could approach the amount currently in dispute; and, (2) The agreement between the Chapter 11 Trustee and Flex was achieved through arms'-length negotiations and has the acceptance of Wells Fargo, the Debtors' pre-petition lender. The Chapter 11 Trustee's Motion is scheduled for hearing on May 10, 2016 at 11:00 a.m. The deadline for the submission of objections to the Chapter 11 Trustee's Motion is set on May 3, 2016 James S. Feltman, Chapter 11 Trustee, is represented by: Albert Togut, Esq. Steven S. Flores, Esq. Jessica G. Berman, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Telephone: (212)594-5000 About Corporate Resource Services Corporate Resource Services, Inc., is a provider of corporate employment and human resource solutions, headquartered in New York. CRS leases its headquarters and does not own any real property. About 90% of CRS shares are owned by Robert Cassera and the balance are traded OTC. As of Dec. 31, 2014, CRS was one of the largest employment staffing companies in the U.S., providing employment and human resources solutions for corporations with annual sales of about one billion dollars. In February 2015, CRS began an orderly wind down of operations after discovering that TS Employment, Inc., a privately held company owned by Mr. Cassera, failed to remit tens of millions of dollars of the Debtors' withholding taxes to taxing authorities. TS Employment Inc., a professional employer organization that provided payroll-related services for CRS, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10243) in Manhattan on Feb. 2, 2015. TSE tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, in New York, as counsel. Realization Services Inc. serves as the Debtor's consultant. The case is before Judge Martin Glenn. CRS and its subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11546) on July 23, 2015, to complete their orderly wind down of operations. The CRS Debtors tapped (a) Gellert Scali Busenkell & Brown, LLC, as bankruptcy counsel, (b) Wilmer Cutler Pickering Hale & Dorr LLP, as special counsel; (c) Carter Ledyard & Milburn LLP, as special SEC counsel, (d) SSG Capital Advisors as financial advisors and investment bankers, and (e) Rust Omni LLC as claims agent. CRS estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The CRS Debtors' cases were transferred to New York (Bankr. S.D.N.Y. Lead Case No. 15-12329), on August 18, 2015, and assigned to Judge Martin Glenn. James S. Feltman has been appointed as Chapter 11 trustee for the CRS Debtors and for TS Employment, Inc. He has tapped Togut, Segal & Segal LLP as counsel. CROWN MEDIA: Deregisters Unsold Securities Under Plan ----------------------------------------------------- Crown Media Holdings, Inc., filed with the Securities and Exchange Commission a post-effective amendment No. 1 to its registration statement on Form S-8 to deregister any and all securities that remain unsold under the Registration Statement relating to the offering of shares under the 2000 Long Term Incentive Plan. On May 2, 2016, the Company completed the previously announced merger pursuant to which CM Merger Co., a newly-formed Delaware corporate subsidiary of Hallmark Cards, Incorporated, merged with and into the Company, with the Company as the surviving corporation. As a result of the Merger, all of the shares of the Company's Class A common stock, par value $0.01 per share, not owned directly or indirectly by Hallmark or its affiliates were converted into the right to receive $5.05 per Share in cash, without interest. As a result of the Merger, the Company became a wholly owned subsidiary of Hallmark, and the Company terminated all offers and sales of its securities registered pursuant to the Registration Statement. About Crown Media Crown Media Holdings, Inc., is the corporate parent for the portfolio of cable networks and related businesses under Crown Media Family Networks. The company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 86 million subscribers in the U.S. Hallmark Channel is the nation's leading destination for quality family programming with an ambitious slate of TV movies and specials; original scripted series, including Cedar Cove, When Calls the Heart, and Signed, Sealed, Delivered; as well as some of television's most beloved sitcoms and series. Hallmark Channel's sibling network, Hallmark Movie Channel, is available in 54 million homes in HD and SD. One of America's fastest-growing cable networks, Hallmark Movie Channel provides family-friendly original movies with a mix of original films, classic theatrical releases, and presentations from the acclaimed Hallmark Hall of Fame library. In addition, Crown Media Family Networks includes the online offerings of http://www.HallmarkChannel.com/and http://www.HallmarkMovieChannel.com/ Crown Media reported net income of $86.1 million on $479 million of net total revenue for the year ended Dec. 31, 2015, compared to net income of $94.5 million on $416 million of net total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Crown Media had $1.12 billion in total assets, $516.28 million in total liabilities and $607.87 million in total stockholders' equity. Bankruptcy Warning "If our operating performance declines, we may in the future need to seek waivers from the required lenders under our 2015 Credit Agreement to avoid being in default. We cannot assure that such waivers will be granted or that we will otherwise be able to avoid a default. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including our 2015 Credit Agreement, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all of the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under our 2015 Credit Agreement could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under the 2015 Credit Agreement, in each case, which could force us into voluntary or involuntary bankruptcy or cause us to discontinue operations or seek a purchaser of our business or assets. In addition, a default under our 2015 Credit Agreement would trigger a cross default under our other agreements and could trigger a cross default under any agreements governing our future indebtedness," the Company stated in its annual report for the year ended Dec. 31, 2015. * * * As reported by the TCR on July 3, 2015, Standard & Poor's Ratings Services said that it raised its corporate credit rating on Crown Media Holdings Inc. to 'BB-' from 'B+'. "The upgrade reflects Crown Media's improved financial risk profile," said Standard & Poor's credit analyst Naveen Sarma. As reported by the TCR on July 2, 2014, Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Crown Media Holdings, Inc. to B1 from B2, its Probability of Default Rating to B1-PD from B2-PD, and instrument ratings. The outlook is stable. The upgrade incorporates evidence of traction with the original programming strategy and better than expected performance, which, combined with debt reduction, improved the credit profile. CROWN MEDIA: Posts $31.2 Million Net Income for First Quarter ------------------------------------------------------------- Crown Media Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $31.2 million on $124 million of net total revenue for the three months ended March 31, 2016, compared to net income of $18.5 million on $101 million of net total revenue for the same period in 2015. As of March 31, 2016, Crown Media had $1.12 billion in total assets, $516 million in total liabilities and $608 million in total stockholders' equity. For the three months ended March 31, 2015, the Company's cash provided by operating activities was $23.9 million as compared to $67.5 million for the three months ended March 31, 2016. The increase in cash flows from operations was primarily driven by improved financial results before consideration of noncash items, including a $6.8 million increase of depreciation and amortization expense for the three months ended March 31, 2016, as compared to three months ended March 31, 2015. A full-text copy of the Form 10-Q is available for free at: http://is.gd/KgE2gt About Crown Media Crown Media Holdings, Inc., is the corporate parent for the portfolio of cable networks and related businesses under Crown Media Family Networks. The company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 86 million subscribers in the U.S. Hallmark Channel is the nation's leading destination for quality family programming with an ambitious slate of TV movies and specials; original scripted series, including Cedar Cove, When Calls the Heart, and Signed, Sealed, Delivered; as well as some of television's most beloved sitcoms and series. Hallmark Channel's sibling network, Hallmark Movie Channel, is available in 54 million homes in HD and SD. One of America's fastest-growing cable networks, Hallmark Movie Channel provides family-friendly original movies with a mix of original films, classic theatrical releases, and presentations from the acclaimed Hallmark Hall of Fame library. In addition, Crown Media Family Networks includes the online offerings of http://www.HallmarkChannel.com/and http://www.HallmarkMovieChannel.com/ Crown Media reported net income of $86.1 million on $479 million of net total revenue for the year ended Dec. 31, 2015, compared to net income of $94.5 million on $416 million of net total revenue for the year ended Dec. 31, 2014. Bankruptcy Warning "If our operating performance declines, we may in the future need to seek waivers from the required lenders under our 2015 Credit Agreement to avoid being in default. We cannot assure that such waivers will be granted or that we will otherwise be able to avoid a default. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including our 2015 Credit Agreement, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all of the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under our 2015 Credit Agreement could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under the 2015 Credit Agreement, in each case, which could force us into voluntary or involuntary bankruptcy or cause us to discontinue operations or seek a purchaser of our business or assets. In addition, a default under our 2015 Credit Agreement would trigger a cross default under our other agreements and could trigger a cross default under any agreements governing our future indebtedness," the Company stated in its annual report for the year ended Dec. 31, 2015. * * * As reported by the TCR on July 3, 2015, Standard & Poor's Ratings Services said that it raised its corporate credit rating on Crown Media Holdings Inc. to 'BB-' from 'B+'. "The upgrade reflects Crown Media's improved financial risk profile," said Standard & Poor's credit analyst Naveen Sarma. As reported by the TCR on July 2, 2014, Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Crown Media Holdings, Inc. to B1 from B2, its Probability of Default Rating to B1-PD from B2-PD, and instrument ratings. The outlook is stable. The upgrade incorporates evidence of traction with the original programming strategy and better than expected performance, which, combined with debt reduction, improved the credit profile. CRYSTAL CATHEDRAL: Court Amends Ruling on R. Schuller Fees ---------------------------------------------------------- Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los Angeles Division, ordered the amendment of the Memorandum Decision and Order on Joint Motion of Reorganized Debtor and Plan Agent for an Award of Costs and Attorneys Fees as follows: "The text on page 5, lines 13 to 25, is hereby amended by inserting the words "the Copyright Claims of" before the word "Claimants" on line 13 to read as follows: Here, the Copyright Claims of Claimants Robert H. Schuller, Robert Harold Inc. and Arvella Schuller were objectively weak, if not reasonable in fact or law, and thus, frivolous, because they offered no credible evidence at trial in support of their Copyright Claims as discussed in the Amended Memorandum Decision [Docket No. 1414] at 3-18, 26-39 (e.g., Robert Schuller admitting at trial that he had no knowledge of any copyright infringement by Debtor of his intellectual property, which he had given Debtor a broad license to use, and Debtor owned the copyrights to Hour of Power intellectual property, and that the uncontroverted evidence indicated that to the extent that Robert Schuller and Arvella Schuller created any Hour of Power intellectual property, it was created during the scope of their employment with Debtor as works for hire). See Federal Rule of Bankruptcy Procedure 9011(b)(3)." A full-text copy of the Erratum to Memorandum Decision and Order dated April 4, 2016 is available at http://is.gd/gl5n7pfrom Leagle.com. The case is In re: CRYSTAL CATHEDRAL MINISTRIES, a California nonprofit corporation, Chapter 11, Debtor and Debtor-in-Possession, Case No. 2:12-bk-15665-RK. Crystal Cathedral Ministries, a California non-profit corporation, Debtor, is represented by Kavita Gupta, Esq. -- Gupta Ferrer, LLP, Jeannie Kim, Esq. -- jkim@winthropcouchot.com -- Winthrop Couchot PC, G Emmett Raitt, Esq. -- The Raitt Law Firm, Nanette D Sanders, Esq. -- Ringstad & Sanders, Marc J Winthrop, Esq. -- mwinthrop@winthropcouchot.com -- Winthrop Couchot PC. United States Trustee (SA), U.S. Trustee, is represented by Frank Cadigan. Committee of Creditors Holding Unsecured Claims, Creditor Committee, is represented by Christopher Minier, Esq. -- Ringstad & Sanders LLP, Todd C. Ringstad, Esq. -- Ringstad & Sanders LLP. About Crystal Cathedral Crystal Cathedral filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. 10-24771) on Oct. 18, 2010. The Debtor disclosed $72,872,165 in assets and $48,460,826 in liabilities as of the Chapter 11 filing. Marc J. Winthrop, Esq., at Winthrop Couchot P.C. represents the Debtor. Todd C. Ringstad, Esq., at Ringstad & Sanders, LLP, represents the Official Committee of Unsecured Creditors. In November 2011, Crystal Cathedral won Court permission to sell its property to the Roman Catholic Diocese of Orange for $57.5 million. The Diocese beat a rival bid from Chapman University. The sale agreement provides that the congregation will have three years to find new premises. Chapman University, the secular bidder, was the preferred buyer as far as the church members are concerned, because Chapman would allow the ministry to continue to use the main buildings on the premises. It also offered the option of allowing church administrators to buy the property back at a later point. Chapman raised its bid to $59 million, but the Crystal Cathedral board still chose the Diocese. CUMULUS MEDIA: Incurs $14.4 Million Net Loss in First Quarter ------------------------------------------------------------- Cumulus Media Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $14.4 million on $269 million of net revenue for the three months ended March 31, 2016, compared to a net loss of $12.01 million on $271 million of net revenue for the same period in 2015. As of March 31, 2016, Cumulus had $2.98 billion in total assets, $2.98 billion in total liabilities, and $2.48 million in total stockholders' equity. "We are in the early stages of a multi-year turnaround," said Mary Berner chief executive officer of Cumulus Media Inc. "Our first quarter results and second quarter pacings are consistent with the considerable challenges we must overcome. However, we are seeing some signs of progress in each of our turnaround initiatives - enhancing operational blocking and tackling, instituting a strong and positive culture, and driving improved ratings." As previously disclosed, on Nov. 3, 2015, the Company received a notification from the Listing Qualifications Department of The NASDAQ Stock Market LLC indicating that it was not in compliance with NASDAQ Listing Rule 5450(a)(1) because the minimum bid price of its Class A common stock on the NASDAQ Global Select Market has closed below $1.00 per share for 30 consecutive business days. On May 3, 2016, the Company received approval from NASDAQ to transfer the listing of the Company's Class A common stock from the NASDAQ Global Select Market to the NASDAQ Capital Market. This provides the Company an additional 180 calendar days to comply with the Rule in order for our Class A common stock to remain listed on the NASDAQ Capital Market. "Should we not regain compliance with this listing rule, we intend to evaluate all potential alternatives, which could include evaluating a reverse stock split, although no assurances can be provided. Our inability to maintain the listing of our common stock on any NASDAQ market may materially adversely affect the liquidity and market price of our common stock," the Company said. On May 5, 2016, the Company held an investor conference call and webcast to discuss financial results for the three months ended March 31, 2016. The Company has also made available on its website presentation materials containing certain historical and forward-looking information relating to the Company about the Company's financial results for the three months ended March 31, 2016, a copy of which is available for free at: http://is.gd/TMiAP1 A full-text copy of the Form 10-Q is available for free at: http://is.gd/eLFQ0g About Cumulus Media Cumulus Media Inc. (CMLS) combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands in order to deliver premium choices for listeners, provide substantial reach for advertisers and create opportunities for shareholders. As the largest pure-play radio broadcaster in the United States, Cumulus provides exclusive content that is fully distributed through approximately 460 owned-and-operated stations in 90 U.S. media markets (including eight of the top 10), more than 10,000 broadcast radio affiliates and numerous digital channels. Cumulus is well-positioned in the widening digital audio space through a significant stake in the Rdio digital music service, featuring 30 million songs on-demand in addition to custom playlists and exclusive curated channels. Cumulus is also the leading provider of country music and lifestyle content through its NASH brand, which will serve country fans through radio programming, NASH magazine, concerts, licensed products and television/video. For more information, visit www.cumulus.com Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Cumulus Media reported a net loss attributable to common shareholders of $546.49 million on $1.16 billion of net revenue for the year ended Dec. 31, 2015, compared to net income attributable to common shareholders of $11.76 million on $1.26 billion of net revenue for the year ended Dec. 31, 2014. * * * Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Atlanta-based radio broadcaster Cumulus Media Inc. to 'B-' from 'B', as reported by the TCR on Nov. 10, 2015. As reported by the TCR on Sept. 17, 2015, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to B3 from B2. Cumulus' B3 Corporate Family Rating reflects Moody's expectation that debt-to-EBITDA will remain elevated and in the mid to high 8x through FYE2015 (including Moody's standard adjustments) due to continued revenue declines in core ad sales and network revenue as well as the absence of political ad spending in 2015, an odd numbered year. DENBURY RESOURCES: S&P Lowers CCR to 'CC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Texas-based Denbury Resources Inc. to 'CC' from 'B'. The outlook is negative. S&P also lowered the issue-level rating on the company's senior subordinated notes to 'CC' from 'CCC+'. "The downgrade follows Denbury's announcement that it has entered into privately negotiated exchange agreements with existing holders of its senior subordinated notes to exchange this debt for a new issue of senior secured second-lien notes due 2021 and new common shares," said S&P Global credit analyst Christine Besset. The company is offering to exchange about $839 million principal amount of existing notes for approximately $483 of new notes and 33.6 million shares of common equity. This represents a discount of about 28% to par based on a stock price of $3.62 as of May 3, 2017. The closing date is expected to occur on May 10, 2016. S&P views the transaction as a distressed exchange because investors will receive less than what was promised on the original securities. Additionally, S&P views the offer as distressed, rather than purely opportunistic, given the currently depressed industry conditions and S&P's expectations of a significant deterioration in the company's credit metrics in 2016 and 2017. The outlook is negative. Once the transaction has closed, S&P expects to lower the corporate credit rating to 'SD' (selective default) and the issue-level rating on the senior subordinated notes to 'D'. S&P would then review the ratings based on the new capital structure and expect to rate the new second-lien notes at that time. S&P could raise the ratings if the transaction does not close. S&P will update its recovery analysis when there is more detailed information about the resulting capital structure. DORAL FINANCIAL: Court Approves Fannie Mae Settlement ----------------------------------------------------- Doral Financial Corporation and the Official Committee of Unsecured Creditors sought for and obtained from Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York approval of their settlement with Fannie Mae. The Debtor and Fannie Mae are parties to a Mortgage Selling and Servicing Contract ("MSSC") which, among other things, approved the Debtor to sell mortgage loans to Fannie Mae. Since the execution of the MSSC, the Debtor has sold mortgage loans to Fannie Mae pursuant to certain individual master agreements ("MP Contract"). Under certain conditions, the Debtor is obligated to repurchase or cover certain losses of Fannie Mae relating to some of the mortgage loans sold by the Debtor to Fannie Mae. The Debtor entered into a Pledge Agreement pursuant to which the Debtor pledged $44 million of cash and negotiable debt securities as collateral to secure its obligations arising under certain MP Contracts. In connection with the execution of the Pledge Agreement, the Debtor established an account ("Account")with The Bank of New York ("BNY"), deposited the Collateral in the Account, and entered into a Collateral Account Control Agreement,("Escrow Agreement") among the Debtor, Fannie Mae, and BNY, pursuant to which BNY continues to hold the Collateral. The Collateral has matured into cash since its deposit and the Account currently holds $44 million in cash. A separate account at BNY ("DDA") holds $1,000,906 in cash, which is comprised of interest payments received on account of the Collateral prior to its maturity. Fannie Mae filed a proof of claim in the Debtor's bankruptcy case, asserting secured and unsecured claims against the Debtor's estate in an aggregate amount of $22,989,840. In addition to an unsecured claim of $9,840 due under a software agreement, Fannie Mae asserts a secured claim of $22,980,000 for "recourse obligations on more than 8800 recourse loans that require the Debtor to purchase and/or pay losses incurred on the recourse loans" that are secured by the Collateral. The Debtor and the Official Committee contended that the Settlement Agreement is the result of a months-long, good faith, and arms'-length discussion among the parties, and provides for over $6 million of additional consideration for the estate. They further contended that it provides for the release of $13,950,000 from the Account to Fannie Mae with the remaining $30,050,000 in the Account to be released to the Debtor, and that the Debtor will also receive the funds in the DDA. The Debtor and the Official Committee told the Court that the Settlement Agreement contemplates the full termination of the Debtor's and Fannie Mae's entire contractual relationship, the withdrawal of Fannie Mae's Proof of Claim, and the exchange of full mutual releases among the Debtor, the Committee, and Fannie Mae, including the release of termination, rejection, or related damages, if any, that would otherwise arise from the termination of the Party Contracts. Doral Financial Corporation and its affiliated debtors are represented by: Mark I. Bane, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212)596-9000 Facsimile: (212)596-9090 E-mail: mark.bane@ropesgray.com - and - James A. Wright III, Esq. ROPES & GRAY LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Telephone: (617)951-7000 Facsimile: (617)951-7050 E-mail: james.wright@ropesgray.com The Official Committee of Unsecured Creditors is represented by: Brian D. Pfeiffer, Esq. Taejin Kim, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022 Telephone: (212)756-2000 Facsimile: (212)593-5955 E-mail: brian.pfeiffer@srz.com tae.kim@srz.com About Doral Financial Corporation Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. DFC estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. On Nov. 25, 2015, Doral Properties filed a voluntary petition (Case No. 15-13160). Doral Properties Inc. disclosed total assets of P23,149,434 and total liabilities of 37,335,000. On Dec. 4, 2015, the Court directed the joint administration of The Debtors' chapter 11 cases under Case No. 15-10573, for procedural purposes. Both cases are assigned to Judge Shelley C. Chapman. The Debtors are represented by Ropes & Gray LLP as counsel. Garden City Group, LLC, serves as the Debtors' claims agent. Carol Flaton at Zolfo Cooper Management serves as chief restructuring officer. The U.S. trustee overseeing the Chapter 11 case of Doral Financial appointed five creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Brian D. Pfeiffer, Esq., and Taejin Kim, Esq., at Schulte Roth & Zabel LLP. The panel tapped Fiddler, Gonzalez, Rodriguez, P.S.C. as special Puerto Rico counsel; McConnell Valdes LLC as special Puerto Rico tax counsel; Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as financial advisor; and Prime Clerk LLC as its information agent. DRAFTDAY FANTASY: Signs $500,000 Loan Agreement with Sillerman -------------------------------------------------------------- Sillerman Investment Company VI, an affiliate of Robert F.X. Sillerman, the executive chairman and chief executive officer of Viggle Inc. entered into a secured revolving loan agreement with the Company and its subsidiaries, wetpaint.com, Inc. and Choose Digital Inc., pursuant to which the Company can borrow up to $500,000. As disclosed in a regulatory filing with the Securities and Exchange Commisison, the Secured Revolving Loan bears interest at the rate of 12% per annum. The Secured Revolving Loan matures on Dec. 31, 2016, barring any events of default or a change of control of the Company. On April 29, 2016, the Company borrowed $125,000 under the Secured Revolving Loan. In connection with the Secured Revolving Loan, the Company and the Subsidiaries have entered into a Security Agreement with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company's interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Loan to fund working capital requirements and for general corporate purposes. Because Mr. Sillerman is a director, executive officer and greater than 10% stockholder of the Company, a majority of the Company's independent directors approved the transaction. As reported on the Company's Current Report on Form 8-K filed March 30, 2016, the Company entered into a Secured Line of Credit with Sillerman Investment Company VI, LLC on March 29, 2016. On April 25, 2016, the Company borrowed an additional $25,000 under the Secured Line of Credit. On April 28, 2016, the Company borrowed an additional $162,000 under the Secured Line of Credit. A total of $500,000 has been advanced under the Secured Line of Credit. About DraftDay DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers a high quality daily fantasy sports experience directly to consumers and to businesses desiring turnkey solutions to new revenue streams. DraftDay Fantasy Sports Inc. is the largest shareholder of DraftDay Gaming Group, with a 44% stake. Sportech owns 35%. By combining and capitalizing on the well-established operational business assets of DraftDay and Sportech, the new DraftDay is well-positioned to become a significant player in the explosive fantasy sports market. DraftDay has paid out over $30 million in prizes with increased player retention and brand loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle Football both of which offer real-time interactive participation with professional and college football games; Wetpaint, which offers entertainment and celebrity news; and Choose Digital, a digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. As of Dec. 31, 2015, Draftday had $38.81 million in total assets, $60.08 million in total liabilities, $12.28 million in series C convertible redeemable preferred stock, and a $33.54 million total stockholders' deficit. "The Company is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity or debt financing to continue development of its business and to generate revenue. Management intends to raise additional funds through equity and/or debt offerings until sustainable revenues are developed. There is no assurance such equity and/or debt offerings will be successful and therefore there is substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements are issued," according to the Company's quarterly report for the period ended Dec. 31, 2015. DYNCORP INT'L: S&P Puts 'CCC' CCR on CreditWatch Positive --------------------------------------------------------- S&P Global Ratings placed all of its ratings on DynCorp International Inc., including S&P's 'CCC' corporate credit rating, on CreditWatch with positive implications. "The CreditWatch placement reflects the company's recent announcement that it plans to extend its debt maturities and improve its liquidity by amending its credit facility and entering into an exchange offer for its existing $455 million 10.375% senior unsecured notes due 2017," said S&P Global credit analyst Chris Denicolo. On April 30, 2016, DI entered into a support agreement with approximately 69% of its existing noteholders that requires the company to offer to exchange its existing notes at par for new notes that will have a second-lien on the same assets as the credit facility, pay 10.375% cash interest and 1.5% payment-in-kind (PIK) interest, and have a maturity date of 2020. The company will also pay down $45 million of the notes as part of the offer. The support agreement requires that 90% of the existing notes be tendered for the transactions to take effect. Despite the extension of the notes' maturity, S&P does not consider this a distressed exchange under its criteria because S&P do not believe that the lenders will receive less than current value due to the security interest, exchange at par, and higher interest rate. S&P will evaluate the impact of the proposed refinancing on DI's liquidity and may choose to raise S&P's ratings on the company once the transaction closes. S&P would likely only raise its corporate credit rating by one notch to 'CCC+' because S&P believes that, despite the improvement in its liquidity, the company will still have an unsustainable capital structure following the refinancing. S&P also plans to assign ratings to the new credit facility and exchange notes pending the receipt of additional information. ELAINA VANDERS JOHNSON: Court Dismisses Ch. 11 Case --------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee, At Nashville, granted Heritage Bank, USA, Inc.'s motion to dismiss Elaina Vanders Johnson's Chapter 11 case, holding that "the debtor has had ready excuses for everything that has arisen in this case, but the Court has reached the point where the debtor's excuses and other testimony are no longer credible. Therefore, it is time for this case to come to an end." A full-text copy of Judge Harrison's Memorandum Opinion dated May 5, 2016, is available at http://bankrupt.com/misc/JOHNSON2920505.pdf The case is ELAINA VANDERS JOHNSON, Debtor, Case No. 15-03929 (Bankr. M.D. Tenn.). ELBIT IMAGING: Announces Notes Buyback -------------------------------------- Elbit Imaging Ltd. announced that repurchases of the following Notes were executed since Feb. 1, 2016, to date: Note: Series H The acquiring Elbit Imaging Ltd Corporation: Quantity purchased 43,441,024 (Par Value): Weighted average 91.97 Price: Total Amount 39,954,588 Paid (NIS): Note: Series H The acquiring Elbit Imaging Ltd Corporation: Quantity purchased 99,431,567 (Par Value): Weighted average 90.43 Price: Total Amount 89,922,587 Paid (NIS): The Company has reached the new Notes' Buy-Back plan goal and will cease the purchase of Notes until further notice. A full-text copy of the press release is available for free at: http://is.gd/HNR80P About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47 million of revenues for the year ended Dec. 31, 2015, compared to profit of NIS 1 billion on NIS 461,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS 778.25 million in total assets, NIS 758.96 million in total liabilities and NIS 19.28 million in shareholders' equity. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELUMWOOD ASSOCIATES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Elumwood Associates LP. Two alleged creditors submitted an involuntary Chapter 11 petition for Elumwood Associates LP in the U.S. Bankruptcy Court for the Western District of Washington (Seattle) (Case No. 16-10800) on February 18, 2016. The petitioners are Elumwood Apartments LLC and David A. Bolin, Jr. The petitioning creditors tapped as counsel Charles A. Lyman, Esq., at Schlemlein Goetz Fick & Scruggs, PLLC. EMERALD OIL: 341 Meeting of Creditors Set for May 11 ---------------------------------------------------- The meeting of creditors of Emerald Oil Inc. is set to be held on May 11, 2016 at 2:00 p.m., according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will take place at J. Caleb Boggs Federal Building, Room 2112, 844 King Street, Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMERALD OIL: Gets Approval to Hire Intrepid as Financial Advisor ---------------------------------------------------------------- Emerald Oil Inc. received court approval to hire a financial advisor in connection with its Chapter 11 case. The order, issued by Judge Kevin Gross of the U.S. Bankruptcy Court in Delaware, allowed the company to hire Intrepid Partners LLC as its financial advisor nunc pro tunc to March 22, 2016. The court order modified the fee structure proposed by the company after it had drawn opposition from the unsecured creditors' committee. The committee complained that the fee structure was unreasonable, pointing out that it would permit Intrepid to receive "two outsized fees for performing essentially the same work." According to the committee, if Emerald Oil proceeded with a liquidating plan to effectuate the sale of its assets, Intrepid would receive two separate fees for the consummation of the sale and for the consummation of a restructuring via the liquidating plan. A copy of Judge Gross' order is available without charge at http://is.gd/2FmPou About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMERALD OIL: Gets Final Approval to Obtain $20-Mil. Loan -------------------------------------------------------- A federal judge on May 6 approved a $20 million financing to get Emerald Oil Inc. through bankruptcy. Judge Kevin Gross of the U.S. Bankruptcy Court in Delaware gave final approval to the loan to be provided by a group of lenders led by Wells Fargo Bank N.A. The bankruptcy judge had earlier allowed the company to borrow an initial $7.5 million from the same lenders. In exchange for the loan, the lenders will be granted liens and security interests in assets that Emerald Oil used as collateral, according to court filings. Judge Gross' order also authorized the company to use the lenders' cash collateral to support its operations. A copy of the court order is available without charge at http://is.gd/zh58qr Emerald Oil and Wells Fargo had earlier defended the $20 million loan, which had drawn flak from the official committee of unsecured creditors and certain creditors of the company. Both pointed out the need to obtain a loan to fund the company's operations, according to court filings. About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. EMMAUS LIFE: Appoints Steve Lee Interim CFO ------------------------------------------- Emmaus Life Sciences, Inc., appointed Steve Lee as the Company's interim chief financial officer, effective April 29, 2016. Upon commencement of his appointment, Mr. Lee assumed the duties of the Company's principal financial officer and principal accounting officer. Mr. Lee succeeds Peter Ludlum, who has served as the Company's chief financial officer since April 2, 2012. Effective as of April 29, 2016, Mr. Ludlum will continue in the role of co-president and assume a new role as chief business officer to further serve the company on business matters, including investor relations and business development. Mr. Steve Lee, age 50, is currently the CEO & managing director of The Garret Group, an accounting and management consulting firm, having served in that position since 2006. Mr. Lee, through The Garret Group, has been engaged by the Company as a GAAP consultant since Jan. 13, 2014. Mr. Lee's professional experience includes working for SingerLewak LLP as an audit partner from 2012 to 2013, as well as in a regulatory capacity with the Public Company Accounting Oversight Board from 2004 to 2006, performing inspections of registered public accounting firms to assess their compliance with the Sarbanes-Oxley Act of 2002, rules of the PCAOB, regulations of the Securities and Exchange Commission and professional standards, in connection with the PCAOB’s performance of audits, issuance of audit reports, and related matters involving issuers. Prior to Mr. Lee's tenure at the PCAOB, he served in various accounting and finance executive and management capacities with Mitsubishi Motors Credit of America, Inc., Premier Automotive Group of Ford Motor Company, Deloitte & Touche LLP, and a private company involved in the semiconductor business. Prior to the completion of graduate school in 1993 for a M.A. degree in Accounting at University of Southern California, Mr. Lee worked as a financial analyst at Security Pacific Merchant Bank Group based in Los Angeles, California. Mr. Lee has a B.A. in Economics from University of California, Irvine. The Company will pay monthly compensation of $35,000 to The Garret Group for Mr. Lee's services. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $20.8 million on $500,700 of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.06 million on $391,000 of net revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.2 million in total assets, $24.3 million in total liabilities and a $22.1 million total stockholders' deficit. KPMG LLP, in San Diego, California, issued a "going Concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company has suffered recurring losses from operations, has significant amounts of debt due within a year, and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EMPYREAN TOWERS: Ed King Resigns From Creditors' Committee ---------------------------------------------------------- Guy G. Gebhardt, the acting U.S. trustee for Region 21, on May 6 announced the resignation of Ed King from Empyrean Towers LLC's official committee of unsecured creditors. The remaining committee members are Donald Fisher, Kia'Ora Henson, Logan Mendez, and Nicole Lenoir. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Empyrean Towers Empyrean Towers, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of California (Oakland) (Case No. 15-42341) on July 30, 2015. The petition was signed by Alice Tse, manager. The Debtor is represented by Eric A. Nyberg, Esq., at Kornfield, Nyberg, Bendes and Kuhner, P.C. The case is assigned to Judge Roger L. Efremsky. The Debtor disclosed total assets of $6 million and total debts of $5.2 million. ENCORE PROPERTIES: General Claims Bar Date Set for October 11 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York (Utica) entered an order setting October 11, 2016, as the last day to file proofs of claim in the bankruptcy case of Encore Properties of Rochester, LLC. About Encore Properties Encore Properties of Rochester, LLC, commenced a voluntary case (Bankr. N.D.N.Y. Case No. 16-60524) under Chapter 11 of the Bankruptcy Code on April 13, 2016. The Company disclosed total assets of $25 million and total debts of $17.72 million. The petition was signed by Patrick F. Loreto, managing partner. EXGEN TEXAS: S&P Revises Outlook to Neg. & Affirms 'B+' Rating -------------------------------------------------------------- S&P Global Ratings said that it revised its outlook on ExGen Texas Power LLC to negative from stable. The 'B+' rating is unchanged. The recovery rating is unchanged at '2', indicating expectations for substantial (70% to 90%; lower half of the range) recovery of principal in case of default. The outlook revision reflects an ongoing lower power pricing environment in ERCOT that should continue through much of the next few years. This has come about in the last year, and is based on lower natural gas prices, sluggish growth in demand (based on a weaker oil and gas sector in Texas), and greater-than-expected renewable generation, which has cut into peak demand and weakened market heat rates. Additionally, S&P notes that there was a partial outage at the Wolf Hollow facility during the fourth quarter of 2015; while this is not an immediate issue, S&P will continue to monitor this to determine whether or not this could persist and result in an increase in operating costs or lower availability assumptions. "While we note that there are hedges in place that partially gird the portfolio against market volatility through 2018, the depressed power pricing market has cast doubt on the project's ability to trim refinancing risk beyond the hedged period (specifically in the years 2019-2021), or to enter into more lucrative hedges to shore up cash flows in the outer years of the debt tenor," said S&P Global Ratings credit analyst Michael Ferguson. S&P anticipates minimum DSCRs to be about 1.3x beyond hedged periods, and that debt outstanding at refinancing should be about $350 million; S&P had previously thought this figure would be well below $300 million. Despite the ongoing challenges in the ERCOT market, S&P still considers liquidity to be neutral for this project based on sources exceeding uses by more than 2x during the next 12 months. The negative outlook on ExGen reflects S&P's expectations of increased refinancing risk at maturity as a result of weakened power prices in ERCOT, as well as DSCRs that look to be about 1.3x in the project's unhedged period, but could decline further with continued weakness in the market. FANNIE MAE: Posts $1.13 Billion Net Income for First Quarter ------------------------------------------------------------ Federal National Mortgage Association filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.13 billion on $27.3 billion of total interest income for the three months ended March 31, 2016, compared to net income of $1.88 billion on $27.6 billion of total interest income for the same period in 2015. As of March 31, 2016, Fannie Mae had $3.22 trillion in total assets, $3.21 trillion in total liabilities and $2.11 billion in total equity. "We continue to run our business well while supporting the improving housing market," said Timothy J. Mayopoulos, president and chief executive officer. "The changes we have made to the company have put us in a stronger position to fulfill our responsibility to deliver safe, affordable mortgage financing for our customers, in all markets at all times. We will continue to execute on behalf of our partners, drive further improvements to housing finance and our company, and serve those who house America." Fannie Mae provided approximately $115 billion in liquidity to the mortgage market in the first quarter of 2016, through its purchases of loans and guarantees of loans and securities, which resulted in approximately: * 210,000 home purchases * 256,000 mortgage refinancings * 161,000 units of multifamily housing A full-text copy of the Form 10-Q is available for free at: http://is.gd/w56KxB About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Fannie Mae reported net income of $10.95 billion on $109 billion of total interest income for the year ended Dec. 31, 2015, compared with net income of $14.2 billion on $114 billion of total interest income for the year ended Dec. 31, 2014. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. FIRSTLIGHT HYDRO: S&P Affirms 'B' ICR, Off CreditWatch ------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on FirstLight Hydro Generating Co. and removed the rating from CreditWatch, where S&P placed it with developing implications on March 16, 2016. The outlook is stable. S&P also affirmed the 'BB-' rating on the senior secured notes and removed it from CreditWatch with developing implications. The recovery rating on this debt is '1', indicating expectations for very high (90%-100%) recovery in the event of a payment default. S&P revised stand-alone credit profile to 'b' from 'b-'. "The ratings affirmation stems from an assessment of FirstLight after its recent acquisition by Private Sector Pension Investment Board [PSP]," said S&P Global Ratings credit analyst Michael Ferguson. While S&P now ascribes no uplift under Group Ratings Methodology, it has revised its assessment of FirstLight's financial risk profile, resulting in a higher stand-alone credit profile. S&P no longer considers the impacts of Group Ratings Methodology under the new ownership. S&P classifies the new ultimate owner, PSP, as an investment holding company, making this relatively small subsidiary ineligible for uplift, even though it likely has some strategic significant to its new owner. However, due to expectations of an effective, stable capacity market in ISO-NE, as well as an amortizing structure that has lowered the debt balance over time, S&P now assess the financial risk profile as significant. S&P considers FirstLight to have adequate liquidity, with sources, including cash and funds from operations, exceeding uses, including capital spending and amortization, by more than 1.2x over the next 12 months. The stable outlook on FirstLight Hydro Generating Co. reflects S&P's view that, over the next two years, financial performance under the intercompany PPA with FirstLight Hydro Resources will be stable and that operational performance will also be strong. S&P anticipates the company will have debt to EBITDA of about 3.5x during this time frame. S&P could consider lowering the rating if market conditions deteriorate to the point that the company's liquidity becomes weak, meaning there could be doubts regarding the company's ability to service debt over the next 12 to 24 months. Although S&P considers it unlikely, it could raise the rating if market conditions materially improve, leading to an expectation that debt to EBITDA remains below 3.25x consistently. FREEDOM COMMUNICATIONS: OC Media Sues Over $2.1MM Sale Proceeds --------------------------------------------------------------- OC Media Tower, L.P., filed an adversary complaint against Freedom Communications, Inc., and Freedom SPV II, Inc., asking the Bankruptcy Court to enter a declaratory judgment that specifically determines the validity, extent, and priority of the OC Media Lien as a valid lien and that $2,145,000 must be paid through the sale proceeds resulting from the sale approved by the sale Order. The Plaintiff alleges that SPV II's major asset was the Santa Ana Property, which is a real property consisting of a land with a 2-story single tenant industrial printing facility -- occupied by FCI, and parking areas surrounding the 625 Property -- a 5-story office building that serves as the Debtors' executive offices. According to the Plaintiff, a sale agreement has been entered by the Plaintiff with SPV II for the Plaintiff's purchase of the 625 Property for $27 million contingent upon Plaintiff agreeing to a Lease-back Agreement with FCI for the use and occupancy of the 625 Property. In connection with the Lease-back Agreement, FCI issued to Plaintiff a promissory note in the amount of $2,145,239, reflecting a holdback for FCI's performance under the lease of the Office Building plus reasonable attorney fees incurred in connection with the collection or enforcement of the OC Media Note and a provision that if the Santa Ana Property is sold, the Note Amount is due, owing, and shall be paid to the Plaintiff. The Plaintiff tells the Court that it would not have entered into a sale agreement or ultimately closed on the sale of the 625 Building without the Plaintiff agreeing to the Lease-back Agreement with FCI for the use and occupancy of the 625 Property, which provided FCI with a 20-year lease of the 625 Property, with two 10-year options to renew. The Plaintiff narrates that at the time the asset purchase agreement, OC Media Note, and OC Media Lien were entered into or perfected, continuing through the Petition Date, SPV II does not have a lease or sublease with FCI to use or occupy the 625 Building, and on the other hand, FCI occupied and used the Print Facility on the Santa Ana Property -- owned by SPV II -- without any lease agreement with SPV II to occupy or use the Print Facility and without any rent paid to SPV II in connection with its occupancy and use of the Print Facility. The Plaintiff tells the Court that the Debtors filed its Sale Motion detailing the mechanics and procedure for the proposed sale of the Debtors' assets to MediaNews Group, Inc. d/b/a Digital First Media for $51,800,000 free and clear of numerous liens encumbering the Santa Ana Property, including the OC Media Lien of $2,145,000 as a purportedly "disputed/avoidable lien," although the sale of the 625 Property was specifically conditioned upon Plaintiff's Lease-back Agreement with FCI. Consequently, the Plaintiff asserts that the OC Media Lien is not avoidable by the Debtors considering that the OC Media Lien has been entered into or perfected for an exchange of valuable consideration between Plaintiff and SPV II as a partial consideration for the APA and Plaintiff's purchase of the 625 Building. OC Media Tower, L.P. is represented by: Leonard M. Shulman, Esq. Michael J. Petersen, Esq. Ryan D. O'Dea, Esq. SHULMAN HODGES & BASTIAN LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: lshulman@shbllp.com rodea@shbllp.com About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Headquartered in Santa Ana, California, Freedom owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on Nov. 1, 2015. Richard E. Mirman signed the petition as chief executive officer. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. Freedom Communications Holdings estimated both assets and liabilities in the range of $10 million to $50 million. GAS-MART USA: Committee Supplements Freeborn & Peters Employment ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Gas-Mart USA, Inc., and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Western District of Missouri a supplemental application to retain Freeborn & Peters LLP as counsel to the Committee. By this Supplemental Application, the Committee seeks to retain Freeborn as its counsel retroactive to March 30, 2016 -- the date the Court entered an order granting the Committee standing to pursue, commence, prosecute, settle, and recover certain claims and amounts in connection with certain causes of action. The Committee and UMB Bank, N.A., reached an agreement, as set forth in the Stipulation and Order Approving Stipulation Between UMB Bank, N.A, and Official Committee of Unsecured Creditors with respect to final order (i) authorizing secured postpetition financing on a superpriority, (ii) authorizing use of cash collateral pursuant, and (iii) granting adequate protection filed on March 10, 2016. Among other things, the Stipulation provides that the Committee shall investigate and pursue certain causes of action on behalf of the Debtors' estates. In connection with the Stipulation, on March 30, 2016 the Court granted the Committee's motion for standing to pursue (i) any causes of action against Wells Fargo Bank, N.A. and its affiliated entities; and (ii) any causes of action arising under Sections 547, 548 and 550 of the Bankruptcy Code. In addition to these claims, the Committee may obtain standing to pursue additional claims on behalf of the estates (collectively, the "Causes of Action"). The Committee contemplates that Freeborn will provide legal services in connection with pursuing the Causes of Action, including: (a) Investigate, file (where necessary) and prosecute the Causes of Action; (b) Represent the Committee at hearings, meetings and conferences on matters pertaining to such Causes of Action; and (c) Perform all other necessary legal services related to such Causes of Action. Subject to the Court's approval, Freeborn proposes to prosecute the Causes of Action on a contingency fee basis pursuant to these guidelines: -- Compensation: Freeborn will be compensated on a contingency basis, with its fee equal to: * 20% of all recoveries resulting from settlements of Causes of Action obtained prior to the filing of an adversary complaint; * 25% of all recoveries resulting from any settlement reached, after the filing of an adversary complaint; and * 30% of all recoveries made after the entry of any judgments entered in favor of the Committee or the estates. The Committee intends to seek approval of avoidance action procedures to govern the adjudication and settlement of Causes of Action. These procedures will provide that Freeborn receives interim contingency fee compensation as funds are available from approved settlements, but Freeborn shall file a final fee application with the Court upon the conclusion of this engagement; and -- Reimbursement of Expenses: Subject to Court approval, Freeborn shall be entitled to reimbursement of all actual out-of-pocket expenses incurred by Freeborn on the Committee's behalf, such as filing fees, document reproduction, conference telephone and telecopier charges. According to the declaration of Devon J. Eggert, Esq., at Freeborn, the Firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Gas-Mart USA Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company, and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri, on July 2, 2015. Gas-Mart and Aving-Rice own and operate gasoline station/conveniences stores ("C-Stores"). With locations in Iowa, Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice operate 22 and 20 stores, respectively, as of the Petition Date. G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice locations as well as certain ConocoPhillips locations in the greater Kansas City Area. Fran is a fuel hauling business located in and serving Kansas City. On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11 was entered for the debtor Fuel Services Mart, Inc. ("FSM"). FSM filed as motion for an order directing that certain Orders in In re Gas-Mart USA., et al. be made applicable to FSM. Judge Arthur B. Federman presides over the Chapter 11 cases. The Debtors tapped Stinson Leonard Street LLP as attorneys; Polsinelli PC as special counsel; Brown & Ruprecht, PC as Conflicts counsel; and Frank Wendt as special conflicts counsel. The Debtors' Chapter 11 plan and disclosure statement are due Oct. 30, 2015. Gas-Mart estimated $10 million to $50 million in assets and debt. In July, Daniel Casamatta, acting U.S. trustee, appointed seven creditors to serve on Gas-Mart's official committee of unsecured creditors. The committee is represented by Freeborn & Peters LLP, in Chicago, Illinois. GASTAR EXPLORATION: Incurs $73.5 Million Net Loss in 1st Quarter ---------------------------------------------------------------- Gastar Exploration Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $73.5 million on $14.8 million of total revenues for the three months ended March 31, 2016, compared to a net loss attributable to common stockholders of $3 million on $34.4 million of total revenues for the same period in 2015. As of March 31, 2016, Gastar had $350 million in total assets, $542.90 million in total liabilities and a total stockholders' deficit of $193 million. J. Russell Porter, Gastar's president and CEO, commented, "The exceptionally poor price realizations for all of our first quarter 2016 production severely impacted our revenue and cash flow compared to a year ago, despite higher production volumes. Oil prices have improved in the second quarter of 2016, however we plan to maintain our current limited capital expenditure plan for 2016 until we see sustained improvement in oil prices or substantially enhance our liquidity position. Now that our second test of the Meramec Shale formation in the Mid-Continent STACK Play has been completed, our capital expenditures in 2016 will be focused on participating in select non-operated wells to further de-risk our acreage while preserving capital and maintaining our STACK Play leasehold position." "We are encouraged by the early flow-back results of our recently completed Holiday Road 2-1H Meramec well in Kingfisher County, Oklahoma and the continued solid performance of our Deep River 30-1H well, our first operated Meramec Shale test well. The Holiday Road 2-1H has only been on flow back since April 11, 2016, with oil production volumes slowly ramping up while continuing to produce high volumes of completion fluids. The movement of over 3,000 barrels per day of fluid should be an indication of strong reservoir characteristics. We expect the well will reach peak initial production rates 60 to 90 days after the initial flow back operations began." With the Appalachian Basin sale now complete and recent improvements in oil prices and equity markets, we have re-assessed whether additional Mid-Continent divestitures are prudent. Accordingly, we have decided to withdraw our efforts to market a portion of our Mid-Continent acreage in Canadian and Kingfisher Counties, Oklahoma. Our sales process was impacted by competing acreage that is further developed and de-risked being offered for sale by third parties. In addition, future operated and non-operated drilling activity within and near our acreage could further de-risk our acreage position and define its value to potential buyers in the future. We will re-evaluate additional potential asset divestitures at a later date." "We expect to have sufficient liquidity to make the upcoming May 2016 interest payment on our senior secured notes and carry out our remaining limited planned 2016 capital expenditure program," concluded Mr. Porter. At March 31, 2016, Gastar had approximately $27.0 million in available cash and cash equivalents and $179.6 million in borrowings outstanding and $370,000 in letters of credit issued under its revolving credit facility. Subsequent to quarter-end, on April 8, 2016, Gastar completed the sale of its Appalachian Basin assets for an adjusted sales price of $76.6 million, subject to certain additional adjustments including revenue suspense funds. In connection with the sale, the borrowing base of Gastar's revolving credit facility was automatically reduced to $100.0 million as required by the credit agreement and the proceeds were used to reduce outstanding borrowings. As of May 2, 2016, Gastar had approximately $20.4 million in available cash and cash equivalents and $99.6 million in borrowings outstanding and $370,000 in letters of credit issued under its revolving credit facility. A full-text copy of the Form 10-Q is available for free at: http://is.gd/L0mQc1 About Gastar Exploration Gastar Exploration Inc. is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. In Oklahoma, Gastar is developing the primarily oil-bearing reservoirs of the Hunton Limestone horizontal play and is testing other prospective formations on the same acreage, including the Meramec Shale and the Woodford Shale, which is referred to as the STACK Play and emerging prospective plays in the shallow Oswego formation and in the Osage formation, a deeper bench of the Mississippi Lime located below the Meramec Shale. In West Virginia, Gastar has developed liquids-rich natural gas in the Marcellus Shale and has drilled and completed two successful dry gas Utica Shale/Point Pleasant wells on its acreage. Gastar has entered into a definitive PSA to sell substantially all of its assets and proved reserves and a significant portion of its undeveloped acreage in the Appalachian Basin. For more information, visit Gastar's website at www.gastar.com. Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Gastar Exploration Inc. to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. GATEWAY ENTERTAINMENT: Hires Richard Tarantine as Counsel --------------------------------------------------------- Gateway Entertainment Studios, LP, seeks permission from the Bankruptcy Court to employ Richard R. Tarantine, Esq., at Richard R. Tarantine as its bankruptcy counsel to assist it in: (a) taking all necessary actions to protect and preserve the bankruptcy estate; (b) negotiating with creditors and other parties-in-interest; (c) advising in connection with this proceeding; (d) preparing the plan of reorganization and disclosure statement; (e) preparing any necessary pleadings and attending court hearings; (f) attending the meeting of creditors; (g) the preparation of any objections to claims in the Chapter 11 case; (h) advising regarding possible preference actions; (i) representing the Debtor in relation to acceptance or rejection of executory contracts; and (j) performing other legal services normally incident to Chapter 11 cases. To the best of the Debtor's knowledge, Mr. Tarantine is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold any interest materially adverse to the bankruptcy estate. Mr. Tarantine has entered into a written agreement with the Debtor to charge for his services at the rate of $300 per hour, based on increments of one-tenth (1/10) of an hour. Pursuant to the agreement, the Debtor has also agreed to reimburse Mr. Tarantine for any out-of-pocket expenses incurred in connection with its bankruptcy case, including filing fees, delivery services, long distance telephone charges and travel expenses, to the extent any of these are required. About Gateway Entertainment Gateway Entertainment Studios, L.P. was incorporated in 2011 and is based in the United States. On April 29, 2016, Gateway Entertainment Studios, L.P. filed a voluntary petition for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the Western District of Pennsylvania (Bankr. W.D. Pa. Case No. 16-21628). The Debtor listed total assets of $12.15 million and total debts of $9.87 million. Judge Carlota M. Bohm is assigned to the case. GELTECH SOLUTIONS: Names Victor Trotter as Director --------------------------------------------------- GelTech Solutions, Inc., appointed Mr. Victor Trotter as a director of the Company on April 29, 2016. Since 2004, Mr. Trotter has been the president and technical director of Trotter Controls, a product development and automation control systems company. In connection with his appointment, Mr. Trotter received a grant of stock options under the Company's equity incentive plan, as disclosed in a regulatory filing with the Securities and Exchange Commission. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. As of Dec. 31, 2015, Geltech had $1.96 million in total assets, $6.44 million in total liabilities and a total stockholders' deficit of $4.48 million. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GENESYS RESEARCH: Hahnfeldt Seeks Production of "Counterclaim" ---------------------------------------------------------------- Philip Hahnfeldt asks the U.S. Bankruptcy Court to compel Genesys Research Institute, Inc., to produce the "Counterclaim" referenced in the Settlement Agreement entered into by Steward Health Care System LLC and Steward St. Elizabeth's Medical Center of Boston, Inc., and the Debtor. Hahnfeldt explains that the “Counterclaim” is incorporated by reference in the Settlement Agreement, and is thus a formal part of that Agreement, but the “Counterclaim” is neither attached to the Settlement Agreement nor otherwise provided in lieu of attachment, even though the writing is in the possession of the Debtor. Hahnfeldt further explains that there is a time-urgency attached to his motion on account of the upcoming consideration on May of the Trustee’s Proposed Compromise/Liquidation Plan, where the Trustee has identified the “Counterclaim” as part of "claims against the Steward Entities arising from...the Prior Agreement, and varying transactions relating thereto, which claims constitute property of the Debtor's estate," considering that any negotiation relating to the “Counterclaim” assets, under which the vast majority of the estate assets stand to be liquidated or destroyed. The Settlement Agreement document provided: "GRI specifically acknowledges that the confidentiality restrictions imposed by this Agreement apply to the Counterclaim and its contents, and further acknowledges that the obligations of this paragraph apply to its present and former directors, members and agents with knowledge of this Agreement and/or the Counterclaim," a statement that is clearly intended to include the “Counterclaim” writing as part of the Agreement, and thus, the Counterclaim "is to be taken as a part of it just as though its contents had been repeated in the contract." Furthermore, the “Counterclaim” is the subject of an Injunction sought in connection with the Proposed Compromise/Liquidation Plan. Philip J. Hahnfeldt is represented by: Philip J. Hahnfeldt 12 Russell Rd., Unit 405 Wellesley, MA 02482-4330 Telephone: 781-354-1597 Email: hahnfeldt@cancer-systems-biology.org About Genesys Research Institute GeneSys Research Institute, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Mass Case No. 15-12794) on July 14, 2015. The petition was signed by Robert Stemple, clerk and treasurer. Parker & Associates serves as the Debtor's counsel. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $1 million. The case is assigned to Judge Joan N. Feeney. GENON ENERGY: Posts $101 Million Net Income for First Quarter ------------------------------------------------------------- GenOn Energy, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $101 million on $579 million of total operating revenues for the three months ended March 31, 2016, compared to a net loss of $11 million on $757 million of total operating revenues for the same period in 2015. As of March 31, 2016, Genon had $5.69 billion in total assets, $5.32 billion in total liabilities and $373 million in total stockholders' equity. For the three months ended March 31, 2016, total liquidity increased $255 million. Management believes that the Company's liquidity position and cash flows from operations will be adequate to finance current operating, maintenance and capital expenditures, debt service obligations and other liquidity commitments. A full-text copy of the Form 10-Q is available for free at: http://goo.gl/ip35bX About Genon GenOn Energy, Inc. and its affiliates are wholesale power generation subsidiaries of NRG, which is a competitive power company that produces, sells and delivers energy and energy services, primarily in major competitive power markets in the U.S. GenOn is an indirect wholly-owned subsidiary of NRG. GenOn was incorporated as a Delaware corporation on Aug. 9, 2000, under the name Reliant Energy Unregco, Inc. GenOn Americas Generation and GenOn Mid-Atlantic are indirect wholly owned subsidiaries of GenOn. GenOn Americas Generation was formed as a Delaware limited liability company on Nov. 1, 2001, under the name Mirant Americas Generation, LLC. GenOn Mid-Atlantic was formed as a Delaware limited liability company on July 12, 2000, under the name Southern Energy Mid-Atlantic, LLC. GenOn Mid-Atlantic is a wholly-owned subsidiary of NRG North America and an indirect wholly owned subsidiary of GenOn Americas Generation. The Registrants are engaged in the ownership and operation of power generation facilities; the trading of energy, capacity and related products; and the transacting in and trading of fuel and transportation services. GenOn Energy reported a net loss of $115 million in 2015 following net income of $192 million in 2014. * * * As reported by the TCR on March 25, 2016, Moody's Investors Service downgraded GenOn Energy, Inc.'s corporate family rating (CFR) and probability of default (PD) rating to Caa2, from B3, and Caa2-PD from B3-PD, respectively. GenOn Energy carries a 'CCC+' corporate credit ratings from Standard & Poor's Ratings Services. GLACIAL MATERIALS: Case Summary & 14 Unsecured Creditors -------------------------------------------------------- Debtor: Glacial Materials, LLC P.O. Box 1518 Buffalo, NY 14213 Case No.: 16-10907 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Robert B. Gleichenhaus, Esq. GLEICHENHAUS, MARCHESE & WEISHAAR, P.C. 930 Convention Tower 43 Court Street Buffalo, NY 14202 Tel: (716) 845-6446 Fax: 716-845-6475 E-mail: RBG_GMF@hotmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John M. Clarey, management committee chairman. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb16-10907.pdf GLENCORP INC: Case Summary & 9 Unsecured Creditors -------------------------------------------------- Debtor: Glencorp, Inc. 47641 Ryan Road Shelby Twp., MI 48317 Case No.: 16-46905 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Marci B McIvor Debtor's Counsel: Ryan D. Heilman, Esq. WERNETTE HEILMAN PLLC 24725 W. 12 Mile Rd. Suite 110 Southfield, MI 48034 Tel: (248) 835-4745 E-mail: ryan@wernetteheilman.com - and - Michael R. Wernette, Esq. WERNETTE HEILMAN PLLC 24725 W. 12 Mile Rd. Suite 110 Southfield, MI 48034 Tel: (248) 703-6808 E-mail: mike@wernettepllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald A. Marino, president. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-46905.pdf GLENN RICHARD UNDERWOOD: Court Finds $65K Price for Lot Fair ------------------------------------------------------------ Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, overruled Glenn Richard Underwood's objection to the Liquidating Agent's proposed sale of lots 81 and 82, 9230 Dixie Highway, in Clarkston, Michigan, to Angona Construction Company, for $65,000, finding that the proposed sale price for the Property is a fair price and a "reasonable business judgment" by the Liquidating Agent within the meaning of the October 14, 2008 Order modifying the Debtor's confirmed Chapter 11 plan. A full-text copy of Judge Tucker's Opinion and Order dated May 5, 2016, is available at http://bankrupt.com/misc/UNDERWOOD2400505.pdf The case is GLENN RICHARD UNDERWOOD, pro se, Debtor, Case No. 06-55754 (Bankr. E.D. Mich.). GLYECO INC: Amends Employment Agreement with CEO ------------------------------------------------ GlyEco, Inc. entered into an amendment the employment agreement with Grant Sahag, the Company's chief executive officer and oresident, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. Pursuant to the Amendment, Mr. Sahag will be eligible to receive an additional 1% of the Company's total outstanding shares of Common Stock, calculated as of March 31, 2016, upon meeting certain budget, revenue, and EBITDA targets set forth and approved by the Company's Board of Directors. This stock will vest pursuant to a schedule with certain stock price thresholds that must be achieved based on a 30 trading day volume weighted average price. About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyEco reported a net loss available to common shareholders of $12.5 million on $7.36 million of net sales for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, GlyEco had $4.87 million in total assets, $1.69 million in total liabilities and $3.17 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has had recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2015, and has an accumulated deficit of $34,550,503 as of Dec. 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. GNC HOLDINGS: S&P Affirms 'BB+' CCR & Revises Outlook to Neg. ------------------------------------------------------------- S&P Global Ratings revised its outlook on the Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings Inc. to negative from stable. At the same time, S&P affirmed all ratings, including the 'BB+' corporate credit rating. "The rating action follows GNC's weaker-than-expected operating results during the first quarter of 2016, with sales declining 0.2% and margins contracting about 200 basis points (bps) versus the year ago period, resulting in a number of operating initiatives by management," said credit analyst Mathew Christy. "This is combined with the company's announcement of a strategic review process that could result in the sale of the company, an accelerated refranchising effort, increased leverage, or another outcome. We believe the company's operating initiatives (entailing areas such as marketing, branding, customer service, and inventory management) are necessary and could help improve operating trends overtime, but we also think any positive effects from the initiatives will be gradual and see execution risk provided the overall weak retail environment. Moreover, we see an increased risk for a more aggressive financial policy following the conclusion of the company's strategic review process." The negative outlook reflects S&P's expectation that negative sales trends and margin erosion will persist in 2016, primarily because of lower comparable sales and shifting promotional strategies, and project a low-single-digit decline in revenue and a 120-bp margin decline. S&P believes the company's operating initiatives (aimed at brand image, marketing efforts, and inventory management) will ultimately ease the negative trends over the next 12 to 24 months, but the impact will be gradual. S&P also sees risks with the execution, timing and effectiveness of management's initiatives, and the potential for a more aggressive financial policy following the completion of the company's strategic review process. "We could lower our ratings if the sales decline and margin deleverage becomes more pronounced or extends further than our base-case projection. This could occur if management cannot improve operations and customer traffic trends, leading to a persistent mid-single-digit sales decline and margins falling by about 200 bps. This would result in total adjusted debt to EBITDA greater than 3.3x and FFO to debt below 20%. We could also lower the rating if the company adopts a more aggressive financial policy as a result of its strategic initiative review, increasing debt by more $200 million on a sustained basis," S&P said. S&P could revise the outlook back to stable if it believes the company's operating initiatives will be successful in stabilizing or improving same-store sales trends, franchise initiative adoption, and margins for 2016 and beyond. This will also result in strengthened free operating cash flow generation prospects, the reduction in revolver borrowings, and improved credit metrics. GOD'S ANGELS: Court Extends Plan Exclusivity to June 20 ------------------------------------------------------- At the behest of God's Angels In The Field, LLC, Bankruptcy Judge Douglas D. Dodd for the Middle District of Louisiana ruled that the exclusive period for the Debtor to file its plan of reorganization is extended from April 15, 2016 to June 20, 2016, and the exclusive period for the Debtor to obtain acceptance of its plan is extended from June 13, 2016 to Aug. 19, 2016. God's Angels In The Field, LLC filed a Chapter 11 petition (Bankr. M.D. La. Case No. 15-11248) on Oct. 12, 2015, and is represented by Daniel Frazier, Jr., Esq. -- dfrazierloi@aol.com -- at Frazier Law Office. GOLDSTAR SOLUTIONS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of GoldStar Solutions, LLC. GoldStar Solutions, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40843) on April 1, 2016. The Debtor is represented by Colin N. Gotham, Esq., at Evans & Mullinix, PA. GOODRICH PETROLEUM: Can Access Cash Collateral to Pay Indebtedness ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Goodrich Petroleum Corporation and Goodrich Petroleum Company, L.L.C., to use cash collateral and all other Prepetition Collateral, solely and exclusively for the disbursements set forth in the Budget which will terminate on May 16, 2016. The Debtors are authorized and directed to pay Wells Fargo Bank, N.A., as successor Administrative Agent to BNP Paribas under the First Lien Credit Agreement and the other First Lien Secured Parties an adequate protection payments in an amount equal to all accrued and unpaid prepetition or postpetition interest, fees and costs due and payable under the First Lien Credit Agreement, where such payments calculated based on the Alternative Base Rate plus 2.25% Applicable Margin, provided that additional interest on the First Lien Prepetition Indebtedness at the post-default rate of 2% shall continue to accrue and shall be added to the aggregate allowed amount of the First Lien Prepetition Indebtedness. As additional adequate protection, the Debtors are also directed to pay in cash the reasonable professional fees, expenses and disbursements incurred by the First Lien Agent arising prior to and subsequent to the Petition Date, including the professional fees and expenses of Willkie Farr & Gallagher LLP, Deloitte CRG and other professionals or advisors retained by or on behalf of the First Lien Agent. All sales and other dispositions, including casualty and condemnation events, of the Collateral in excess of $250,000 shall be in exchange for 100% cash consideration is conditioned upon an agreement between the First Lien Agent and the Debtors for which the Debtors shall pay 100% of the net cash proceeds of any Collateral Sale outside of the ordinary course of the Debtors' business to the First Lien Agent which proceeds shall be applied to permanently reduce the first Lien Prepetition Indebtedness until paid in full, subject to an appropriate order of the Court. The Second Lien Trustees are granted security interests in and liens on the Collateral to secure payment of an amount equal to the Collateral Diminution, as adequate protection for the benefit of the Second Lien Secured Parties. As additional adequate protection to Franklin Advisors, Inc., in its capacity as investment manager on behalf of the majority of holders of the Second Lien Notes, the Debtors are directed to pay – only when the Debtors are longer seeking to assume the Second Lien RSA or the RSA has been terminated – in cash the professional fees expenses and disbursements incurred by Franklin under the Second Lien Notes, which shall be limited to the reasonable fees, expenses and disbursements of Jones Day LLP, as counsel to Franklin, and Intrepid Financial Partners, as financial advisor to Franklin. However, these fees and expenses of Franklin will only become effective if it is approved as part of the Final Order. Moreover, the Court allowed a Post Carve Out in an aggregate amount not to exceed $500,000 for the payment of all fees required to be paid to the Clerk of the Bankruptcy Court and the U.S. Trustee, any fees and disbursements incurred by a Chapter 7 Trustee in amount not to exceed $25,000, all allowed unpaid fees and disbursements incurred by professionals retained by the Debtors and the Committee. An aggregate of $50,000 from the Carve Out and the Collateral may be used to pay any professional fees and expenses of the Committee to investigate the claims and liens of the Prepetition Secured Parties and the Debtors may use Cash Collateral to pay Allowed Professional Fees incurred by the Debtors in order to respond to any discovery requests by the Committee in connection with such investigation. A full-text copy of the Interim Cash Collateral Order dated April 18, 2016, with Budget is available at http://is.gd/JLzRkR About Goodrich Goodrich Petroleum Corporation is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale, and (iii) South Texas, which includes the Eagle Ford Shale Trend. Goodrich Petroleum and its subsidiary Goodrich Petroleum Company, L.L.C. filed voluntary petitions on April 15, 2016, in the United States Bankruptcy Court for Southern District of Texas to pursue a pre-packaged Chapter 11 plan of reorganization. The Debtors have filed a motion with the Court seeking joint administration of the Chapter 11 Cases under the caption In re Goodrich Petroleum Corporation, et. al (Case No. 16-31975). Goodrich estimated $50 million to $100 million in assets and $500 million to $1 billion in liabilities. The petition was signed by Robert C. Turnham, Jr., president and chief operating officer. Bankruptcy Judge Marvin Isgur presides over the case. Bradley Roland Foxman, Esq., Garrick Chase Smith, Esq., Harry A. Perrin, Esq., David S. Meyer, Esq., and Lauren R. Kanzer, Esq., at Vinson & Elkins LLP, serve as the Debtors' counsel. Lazard Freres & Co. LLC, serves as the Debtors' investment banker while BMC Group, Inc., serves as notice, claims and balloting agent. GRAFTECH INT’L: Moody's Cuts Corporate Family Rating to Caa1 -------------------------------------------------------------- Moody's Investors Service downgraded the ratings of GrafTech International Ltd., including the Corporate Family Rating ("CFR") to Caa1 from B3 and the $300 million Senior Unsecured Notes to Caa2 from Caa1. Moody's also affirmed the Speculative Grade Liquidity Rating ("SGL") at SGL-4. The rating outlook remains negative. "The credit agreement amendment improves GrafTech's liquidity position, significantly so over the next few quarters, but market conditions remain very weak and we expect the company will consume cash until electrode prices improve meaningfully," said Ben Nelson, Moody's Vice President and lead analyst for GrafTech International Ltd. Issuer: GrafTech International Ltd. -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Probability of Default Rating, Downgraded to Caa1-PD from B3-PD -- Senior Secured Bank Credit Facility due 2019, Downgraded to B2 (LGD2) from B1 (LGD2) -- Senior Unsecured Regular Bond/Debenture due 2020, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) -- Speculative Grade Liquidity Rating, Affirmed SGL-4 -- Outlook, Remains Negative RATINGS RATIONALE Moody's downgraded the CFR to Caa1 from B3 based on the view that business conditions in the graphite electrode industry have weakened such that GrafTech's financial performance will be very weak at least in the near-term, including negative EBITDA in 2016. Moody's does not expect a significant near-term improvement in electrode demand due to continued weak conditions in the steel industry and the absence of commensurate capacity reduction in the graphite electrode industry. The supply/demand balance of the graphite electrode industry remains unfavorable for producers with the timing and magnitude of any prospective improvement in industry conditions being highly uncertain, particularly since much of the world's highest cost production exists in regions where local business conditions make it more difficult to rationalize capacity. Moody's expects that trough cycle conditions will continue until the supply/demand balance of the industry is brought back to more favorable levels. Moody's also believes that the risk of distressed debt purchases or exchanges will continue to rise absent an improvement in the electrode market. Moody's does not expect Brookfield Capital Partners Ltd. ("Brookfield"), which owns GrafTech through an affiliate, to provide meaningful financial support in the near-term. Brookfield acquired the company in a transaction that involved an equity investment of nearly $1 billion, which included the cancellation of convertible preferred stock; reduction of GrafTech's debt by more than 25%. GrafTech amended the credit agreement again in April 2016 -- replacing ratio-based financial maintenance covenant with a minimum EBITDA test that is below $0 in both 2016 and 2017. Moody's believes this would allow GrafTech to wait until high-cost capacity is shuttered by competitors instead of taking further leadership actions. Brookfield clearly has the financial capacity to improve GrafTech's credit profile and for this reason the company's credit ratings could be subject to unusual volatility compared to rated peers. The Caa1 CFR is constrained primarily by the challenges of trying to navigate an extended cyclical trough in the graphite electrode industry with a leveraged balance sheet. GrafTech is highly reliant on graphite electrodes for the majority of its earnings and cash flow. Credit metrics are weak for the rating category, including adjusted financial leverage above 9 times (Debt/EBITDA) for the twelve months ended March 31, 2016, and expectations for credit metrics to weaken further in 2016. The rating benefits from the company's leading market positions within the graphite electrode industry, solid mid-cycle profit margins supported by three low-cost facilities, and geographic and operational diversity. "The SGL-4 Speculative Grade Liquidity Rating reflects weak liquidity to support operations based on our expectation that GrafTech likely will generate negative EBITDA and consume cash in 2016. The company has a $225 million revolving credit facility, as amended, and had $61 million of drawings at March 31 31, 2016. The credit agreement has a minimum EBITDA test that varies by quarter, but remains below $0 until March 2018. Moody's expects that the company will draw on revolving credit to fund any cash consumption and will maintain compliance with the revised financial maintenance covenants. The SGL-4 is driven primarily by expectations for cash consumption and our concerns about the cushion of compliance under financial maintenance covenants in the event that electrode prices continue a downward trend. Moody's concern about the company's liquidity position over the next few quarters is lessened significantly by the amendment, as Moody's foresaw covenant violations under the previous covenant structure, but it remains significant over a 12-18 month horizon inclusive of the next round of price negotiations in early 2017." The negative rating outlook reflects meaningful uncertainty in the graphite electrode industry with no evident catalyst for improvement in the near-term. Moody's could downgrade the rating if market conditions do not improve meaningfully by early 2017, if the company is not expected to generate positive EBITDA in 2017, or if effective liquidity falls below $40 million. Failure to complete asset sales could also have negative rating implications. Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 8 times and adequate near-term liquidity -- including no expectation of covenant breaches in the near-term. GrafTech International Ltd. manufactures graphite electrodes, refractory products, needle coke products, advanced graphite materials, and natural graphite products. The company has about 195k metric tons of electrode capacity. GrafTech is a wholly-owned subsidiary of an affiliate of Brookfield Capital Partners Ltd. Brookfield acquired GrafTech in a transaction that closed on August 17, 2015. Headquartered in Independence, Ohio, GrafTech generated approximately $687 million of revenue in 2015. GREAT BASIN: Note Holders OK Release of $1 Million Funds -------------------------------------------------------- The holders of the senior secured convertible notes of Great Basin Scientific, Inc., voluntarily removed restrictions on the Company's use of an aggregate of $1 million previously funded to the Company and authorized the release of those funds from the restricted accounts of the Company, according to a Form 8-K report filed with the Securities and Exchange Commission. About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of Dec. 31, 2015, Great Basin had $28.6 million in total assets, $51.8 million in total liabilities and a total stockholder's deficit of $23.2 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GREYSTONE LOGISTICS: Reports $5.28 Million Sales for Third Quarter ------------------------------------------------------------------ Greystone Logistics, Inc., reported sales for the third quarter ending Feb. 29, 2016, of $5,280,480 compared to $3,685,044 for the prior period for an increase of $1,595,436. Pallet sales were $5,122,785 or 97% of total sales, in the quarter ended February 29, 2016 compared to $3,520,056, or 96% of total sales, in the prior period for an increase of $1,602,729. Sales for the nine months ended Feb. 29, 2016, were $15,270,671 compared to $13,676,492 in the nine months ended Feb. 28, 2015, for an increase of $1,594,179. Pallet sales were $14,999,740, or 98% of total sales, in nine months ended February 29, 2016 compared to $12,466,944, or 91% of total sales, in prior period for an increase of $2,532,796. Greystone's pallet sales to its major customer in the nine months ended Feb. 29, 2016, were 31% of total sales (32% of pallet sales) compared to 40% of total sales (44% of pallet sales) in prior period. Pallet sales to the major customer decreased by approximately $0.7 million from nine months ended Feb. 28, 2015, to the nine months ended Feb. 29, 2016, while pallet sales to new and existing customers provided the basis for the increase in pallet sales in the current fiscal year. For the third quarter ended Feb. 29, 2016, Greystone recorded a net loss available to common stockholders of $(200,528), or $(0.01) per share, compared to net income of $198,859, or $0.01 per share, in the prior period. For the nine months ended February 29, 2016, Greystone recorded a net loss available to common stockholders of $(314,263), or $(0.01) per share, compared to $(382,764), or $(0.01) per share, for the nine months ended February 28, 2015. "During the third quarter, Greystone acquired an additional injection molding machine at a cost of $2.5 million to accommodate the needs of a new customer," stated Warren Kruger CEO. "There were substantial costs in preparation for full implementation of the new equipment which affected the margins for the third quarter. The equipment became fully operational in March 2016. We anticipate higher sales and better margins in the fourth quarter ending May 31, 2016. We continue to invest in our company's future." A full-text copy of the press release is available for free at: http://is.gd/B7CCCj About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. For the nine months ended Feb. 29, 2016, the Company reported a net loss attributable to common stockholders of $314,263 on $15.3 million of sales compared to a net loss attributable to common stockholders of $382,764 on $13.7 million of sales for the nine months ended Feb. 28, 2015. As of Feb. 28, 2016, Greystone had $19.97 million in total assets, $21.3 million in total liabilities and a total deficit of $1.33 million. GUIDED THERAPEUTICS: Inks Exchange Agreements with Stockholders --------------------------------------------------------------- Between April 27, 2016, and May 3, 2016, Guided Therapeutics, Inc. entered into various agreements with certain holders of the Company's Series C preferred stock, including John Imhoff, the chairman of the Company's board of directors, pursuant to which those holders separately agreed to exchange each share of Series C preferred stock held for 2.25 shares of the Company's newly created Series C1 preferred stock and 9,600 shares of the Company's common stock. In connection with the Series C Exchanges, each holder also agreed to roll over the $1,000 stated value per share of the holder's shares of Series C1 preferred stock into the next qualifying financing undertaken by the Company on a dollar-for-dollar basis and, except in the event of an additional $50,000 cash investment in the Company by the holder, to execute a customary "lockup" agreement in connection with the financing. In total, for 1,916 shares of Series C preferred stock to be surrendered, the Company will issue 4,312 shares of Series C1 preferred stock and 18,396,800 shares of common stock. The Series C1 preferred stock has terms that are substantially the same as the Series C preferred stock, except that the Series C1 preferred stock does not pay dividends or at-the-market "make-whole payments." Separately, on April 27, 2016, the Company entered into a Rollover and Amendment Agreement with another holder of Series C preferred stock, Aquarius Opportunity Fund, pursuant to which Aquarius agreed to roll over any shares of Series C preferred stock (stated value plus make-whole dividend), as well as any remaining principal and accrued interest on the Company's convertible promissory note Aquarius holds, into the Company's next financing, all on a dollar-for-dollar basis, as long as the next financing involves at least $1 million in cash from investors unaffiliated with Aquarius. Aquarius also agreed to return to the Company for cancelation warrants exercisable for 7,148,813 shares of the Company's common stock that it holds. Except in the event of an additional $50,000 cash investment by Aquarius in the Company's next financing, Aquarius has agreed to execute a customary "lockup" agreement in connection with the financing. Finally, Aquarius, as the holder of a majority of the outstanding Series C preferred stock, agreed to amend the Series C stock purchase agreement to eliminate any participation rights held by the Series C shareholders and to waive operation of certain anti-dilution provisions of the Series C. The Series C1 Preferred Stock has the terms set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series C1 Convertible Preferred Stock, which was filed with the Secretary of State of the State of Delaware on May 3, 2016. Pursuant to the Preferred Stock Designation, shares of Series C1 preferred stock will be convertible into the Company's common stock by their holder at any time. The initial conversion price is expected to be $0.05010 per share, such that each share of Preferred Stock would convert into 19,961 shares of the Company's common stock, subject to customary adjustments, including for any accrued but unpaid dividends and pursuant to certain anti-dilution provisions, as set forth in the Preferred Stock Designation. Holders will be entitled to receive dividends (other than common stock dividends) on shares of Series C1 preferred stock on an as-if-converted-to-common-stock basis equal to and in the same form as dividends actually paid on shares of the common stock. The Series C1 preferred stock generally has no voting rights except as required by Delaware law. The Series C1 preferred stock ranks equally with the Company's Series C preferred stock and, upon the Company's liquidation or sale to or merger with another corporation, each share of Series C1 preferred stock will be entitled to a liquidation preference of $1,000 per share, plus any accrued but unpaid dividends. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Guided Therapeutics had $2.56 million in total assets, $8.12 million in total liabilities and a $5.56 million total stockholders' deficit. HALSEY ST. MANAGEMENT: Case Summary & 4 Unsecured Creditors ----------------------------------------------------------- Debtor: Halsey St. Management B Corp. 3811 13th Ave Brooklyn, NY 11218 Case No.: 16-41970 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Hershey Lord Debtor's Counsel: Eric H Horn, Esq. VOGEL BACH & HORN, P.C. 1441 Broadway, STE 5031 New York, NY 10018 Tel: 212-242-8350 E-mail: ehorn@vogelbachpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Fernandez, officer. A list of the Debtor's four unsecured creditors is available for free at http://bankrupt.com/misc/nyeb16-41970.pdf HANESBRANDS INC: S&P Affirms 'BB' CCR & Alters Outlook to Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its corporate credit rating on Winston Salem, N.C.-based Hanesbrands Inc. at 'BB', and revised the outlook to negative from stable. S&P also assigned issue-level and recovery ratings on the proposed $1.5 billion unsecured notes of 'BB' and '3', respectively, which indicates S&P's expectation for investors to receive meaningful (50% to 70%, at the high end of the range) recovery in the event of payment default. At the same time, S&P affirmed the existing issue-level rating on the company's $1 billion unsecured debt at 'BB'. The recovery rating remains unchanged at '3'. In addition, S&P affirmed its issue-level ratings on the company's first-lien $1 billion revolver expiring April 2020, $725 million term loan due April 2020, $425 million term loan due April 2022, and Euro $500 million (Euro tranche) term loan due August 2021 at 'BBB-'. The '1' recovery rating continues to indicate S&P's expectation of very high (90% to 100%) recovery in the event of payment default. "Our negative outlook reflects the deterioration of credit metrics and the possibility Hanesbrands may not be able to strengthen them should it incur difficulties integrating acquisitions," said S&P Global Ratings analyst Peter Deluca. "We expect the company's pro forma debt-to-EBITDA leverage to be 4.7x, up from 4.2x at the end of its fiscal first quarter. We could downgrade the company should leverage not approach 4.0x by the end of its fiscal fourth quarter ending Jan. 2, 2017. We could revise our outlook to stable over the next year if the company's plans to integrate acquisitions are successful, with strong free operating cash flow growth such that debt-to-EBITDA is sustained below 4x." HCSB FINANCIAL: Announces Follow-On Offering of 23.4M Shares ------------------------------------------------------------ HCSB Financial Corporation announced that it has filed a registration statement with the Securities and Exchange Commission for a follow-on offering to provide shareholders, employees, and others in the local community the opportunity to invest in the Company at the same price and on the same terms as its recently completed private offering. On April 11, 2016, the Company sold approximately 359,468,443 shares of common stock and 905,315.57 shares of a new series of convertible perpetual preferred stock, Series A, of HCSB Financial Corporation to certain institutional and other accredited investors, resulting in gross proceeds to the Company of approximately $45 million. The Company will sell up to 23,384,301 shares of common stock in the follow-on offering at a price of $0.10 per share. The Company currently anticipates a minimum investment of $10,000 per investor, which it may waive in its sole discretion. The follow-on offering is not a rights offering, and the Company reserves the right to accept or reject subscriptions in whole or in part for any reason. The net proceeds from this follow-on public offering will be used for general corporate and operational purposes. Once the registration statement is declared effective, investors will have 30 days to elect to participate in the follow-on offering. The follow-on offering will be made only by means of a prospectus, which may be obtained from the Company, when it is available, by contacting Denise Floyd, Senior Vice President, at HCSB Financial Corporation, P.O. Box 218, Loris, SC 29569, or dfloyd@horrycountystatebank.com or at (843) 716-6103. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HCSB Financial reported a net loss available to common shareholders of $1.75 million on $13.7 million of total interest income for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.40 million on $16.09 million of total interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, HCSB Financial had $362 million in total assets, $374 million in total liabilities and a total shareholders' deficit of $12.3 million. Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses that have eroded regulatory capital ratios and the Company's wholly owned subsidiary, Horry County State Bank, is under a regulatory Consent Order with the Federal Deposit Insurance Corporation (FDIC) that requires, among other provisions, capital ratios to be maintained at certain levels. As of December 31, 2015, the Company's subsidiary is considered significantly undercapitalized based on its regulatory capital levels. These considerations raise substantial doubt about the Company's ability to continue as a going concern. The Company also has deferred interest payments on its junior subordinated debentures for 20 consecutive quarters as of December 31, 2015. Under the terms of the debentures, the Company may defer payments for up to 20 consecutive quarters without creating a default. Payment for the 20th quarterly interest deferral period was due in March 2016. The Company failed to pay the deferred and compounded interest at the end of the deferral period, and the trustees of the corresponding trusts, have the right, after any applicable grace period, to exercise various remedies, including demanding immediate payment in full of the entire outstanding principal amount of the debentures. The balance of the debentures and accrued interest as of December 31, 2015 were $6,186,000 and $901,000, respectively. These events also raise substantial doubt about the Company's ability to continue as a going concern as of December 31, 2015. HCSB FINANCIAL: Two Directors Resign from Board ----------------------------------------------- Tommie W. Grainger and Gywn M. McCutchen resigned from their positions as directors of HCSB Financial Corporation and Horry County State Bank on April 28, 2016, according to a regulatory filing with the Securities and Exchange Commission. Mr. Grainger's and Mr. McCutchen's decisions to resign from the boards of directors were for personal reasons and did not arise or result from any disagreement with the Company on any matters relating to the Company's operations, policies, or practices. The Company is grateful for Mr. Grainger's and Mr. McCutchen's many years of dedicated service to the Company and the Bank. About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HCSB Financial reported a net loss available to common shareholders of $1.75 million on $13.7 million of total interest income for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.40 million on $16.09 million of total interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, HCSB Financial had $362 million in total assets, $374 million in total liabilities and a total shareholders' deficit of $12.3 million. Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses that have eroded regulatory capital ratios and the Company's wholly owned subsidiary, Horry County State Bank, is under a regulatory Consent Order with the Federal Deposit Insurance Corporation (FDIC) that requires, among other provisions, capital ratios to be maintained at certain levels. As of December 31, 2015, the Company's subsidiary is considered significantly undercapitalized based on its regulatory capital levels. These considerations raise substantial doubt about the Company's ability to continue as a going concern. The Company also has deferred interest payments on its junior subordinated debentures for 20 consecutive quarters as of December 31, 2015. Under the terms of the debentures, the Company may defer payments for up to 20 consecutive quarters without creating a default. Payment for the 20th quarterly interest deferral period was due in March 2016. The Company failed to pay the deferred and compounded interest at the end of the deferral period, and the trustees of the corresponding trusts, have the right, after any applicable grace period, to exercise various remedies, including demanding immediate payment in full of the entire outstanding principal amount of the debentures. The balance of the debentures and accrued interest as of December 31, 2015 were $6,186,000 and $901,000, respectively. These events also raise substantial doubt about the Company's ability to continue as a going concern as of December 31, 2015. HUFFMAN CONSTRUCTION: Court Lifts Automatic Stay for W. Claybar --------------------------------------------------------------- Back on March 6, 2015, the the United States District Court for the Southern District of Alabama, Southern Division, entered an Order staying this matter as to defendant Huffman Construction, Inc., upon receiving written notice that such defendant had filed a Chapter 11 petition in the U.S. Bankruptcy Court for the Northern District of Indiana a few days earlier. In a subsequent ruling dated October 23, 2015, the Court allowed Huffman Construction's counsel of record to withdraw from the representation based on counsel's showing of a complete breakdown in the attorney-client relationship. The October 23 Order cautioned Huffman Construction as follows: "Upon the lifting of the automatic stay and any resumption of these proceedings against Huffman Construction, that defendant will be required to make arrangements to retain new counsel promptly, given the prohibition on corporations appearing pro se in federal litigation. Plaintiffs Warren Claybar, et al., filed a Status Report reflecting that Huffman Construction's Chapter 11 bankruptcy petition was dismissed on March 17, 2016, and that Huffman Construction has not moved to reinstate the bankruptcy proceeding or set aside the dismissal order. Chief District Judge William H. Steele of the United States District Court for the Southern District of Alabama, Southern Division vacated and lifted the automatic stay of these proceedings against defendant Huffman Construction, based on the dismissal of its bankruptcy petition and further ordered as follows: 1. Huffman Construction retain substitute counsel immediately if it wishes to be heard or to defend in this action. Huffman Construction is therefore ordered, on or before May 5, 2016, to notify the Court in writing of the name, address and telephone number of the substitute counsel it has retained to represent its interests in this action. 2. Counsel for both sides are directed to meet in person or by telephone, and to file a supplemental report setting forth the parties' positions on such topics as what (if any) discovery remains outstanding, how long it should take to complete such discovery activities, when the parties request setting of the Final Pretrial Conference and trial, and whether any other unresolved issues exist that reasonably require judicial resolution prior to the Final Pretrial Conference. In terms of the form Report of Parties' Planning Meeting found at docket entry 11 in the court file, the parties' written supplemental report must address, at a minimum, items #2, 3, 4, 8, 9, 10, 11 and 12. This supplemental report must be filed on or before May 20, 2016. 3. Defendant is cautioned that failure to comply with this Order in a complete and timely manner may result in imposition of sanctions, up to and including entry of default and default judgment, against it upon motion by plaintiffs. 4. The Clerk's Office is directed to mail a copy of this Order to Huffman Construction, Inc., c/o Michael R. Huffman, 10149 S. 300 East, Warren, IN 46792." A full-text copy of the Order dated April 14, 2016 is available at http://is.gd/capNUBfrom Leagle.com. The case is WARREN CLAYBAR, et al., Plaintiffs, v. MICHAEL R. HUFFMAN, et al., Defendants, Civil Action 14-0205-WS-C. Warren Claybar, Plaintiff, is represented by Brian McEwing, Esq. -- bmcewing@dlalawyers.com -- Donna Adelsberger & Associates, P.C., John P. Kavanagh, Jr., Esq. -- john.kavanagh@burr.com -- Burr Forman & Kasee Sparks Heisterhagen, Esq. -- kasee.heisterhagen@burr.com -- Burr & Forman, LLP. Rian Glasscock, Plaintiff, is represented by Brian McEwing, John P. Kavanagh, Jr., Burr Forman & Kasee Sparks Heisterhagen, Burr & Forman, LLP. Halley Moore, Plaintiff, is represented by Brian McEwing, John P. Kavanagh, Jr., Burr Forman & Kasee Sparks Heisterhagen, Burr & Forman, LLP. Huffman Construction, Inc., Defendant, Pro se. Huffman Construction, Inc., sought protection under Chapter 11 of the Bankruptcy Code on Feb. 24, 2015 (Bankr. N.D. Ind., Case No. 15-10261). The Debtor's counsel is David R. Krebs, Esq., at Tucker Hester Baker & Krebs, LLC, in Indianapolis, Indiana. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/innb15-10261.pdf ICAGEN INC: Presented at Taglich Brothers Annual Conference ----------------------------------------------------------- Icagen, Inc., made an investor presentation at the Taglich Brothers 13th Annual Investment Conference on May 3, 2016. A copy of the slides used at the presentation is available for free at: http://is.gd/naBP3s About Icagen Icagen, Inc., formerly known as XRpro Sciences, Inc., is a biopharmaceutical company, focuses on the discovery, development, and commercialization of orally-administered small molecule drugs that modulate ion channel targets. Its drug candidates include ICA-105665, a small molecule compound that targets specific KCNQ ion channels for the treatment of epilepsy and pain, which is in Phase II clinical trial stage; and a compound that targets the sodium channel Nav1.7 for the treatment of pain, which is in Phase I clinical trial stage. Icagen reported a net loss applicable to common stock of $8.72 million on $1.58 million of sales for the year ended Dec. 31, 2015, compared to a net loss applicable to common stock of $569,288 on $541,794 of sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Icagen had $12.9 million in total assets, $11.2 million in total liabilities, $133,350 in convertible redeemable preferred stock, and $1.57 million in total stockholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring operating losses, which has resulted in an accumulated deficit of approximately $22.143 million at Dec. 31, 2015. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. ILLINOIS POWER: Dynegy Reports First Quarter Results ---------------------------------------------------- On May 3, 2016, Dynegy Inc., the indirect parent of Illinois Power Generating Company announced its first quarter financial results and affirmed its 2016 guidance estimates. Dynegy's earnings presentation slides makes reference to potential restructuring options and certain financial information regarding the Company. Dynegy reported a net loss attributable to its common stockholders of $15 million on $1.12 billion of revenues for the three months ended March 31, 2016, compared to a net loss attributable to the Company's common stockholders of $185 million on $632 million of revenues for the same period in 2015. Dynegy reported for the 2016 first quarter, consolidated Adjusted EBITDA of $251 million, compared to $85 million for the 2015 first quarter. The $166 million increase in Adjusted EBITDA was primarily driven by assets the Company acquired during the second quarter of 2015 and higher capacity sales in the IPH segment. Partially offsetting these improvements were lower generation volumes at the Coal and IPH segments and lower spark spreads in the Gas segment, primarily at our Independence facility, resulting from mild winter weather. The operating income for the 2016 first quarter was $145 million compared to an operating loss of $40 million in the 2015 first quarter. The net loss attributable to Dynegy Inc. for the 2016 first quarter was $10 million, compared to $180 million for the 2015 first quarter. "Mild winter weather during the first quarter impacted both our energy volumes and power prices across our key markets. However, the performance of the plants acquired last year continues to significantly contribute to the Company's favorable financial performance. As a result, Dynegy remains on track to meet our 2016 guidance range for Adjusted EBITDA and Free Cash Flow," said Dynegy President and Chief Executive Officer, Robert C. Flexon. "Our effort to market and sell capacity in MISO has been very successful as borne out by the Good Energy transaction leaving us less dependent on the MISO capacity market design and annual auction process, which continues to favor traditional utilities in the surrounding states. The recently completed auction clearly defined which of our assets are needed in MISO, and where we need to evaluate alternatives for the balance of the MISO portfolio," Flexon added. A full-text copy of the press release is available for free at: http://is.gd/0lGobR About Illinois Power Illinois Power Generating Company is an electric generation subsidiary of Illinois Power Resources, LLC, which is an indirect wholly-owned subsidiary of Dynegy Inc. The Company is headquartered in Houston, Texas and were incorporated in Illinois in March 2000. It owns and operates a merchant generation business in Illinois. The Company has an 80 percent ownership interest in Electric Energy, Inc., which it consolidates for financial reporting purposes. EEI operates merchant electric generation facilities in Illinois and FERC-regulated transmission facilities in Illinois and Kentucky. The Company also consolidates its wholly-owned subsidiary, Coffeen and Western Railroad Company, for financial reporting purposes. Illinois Power reported a net loss of $563 million on $534 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $48 million on $648 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Illinois Power had $1.23 billion in total assets, $1.08 billion in total liabilities and $141 million in total equity. IMS HEALTH: S&P Puts 'BB-' CCR on CreditWatch Positive ------------------------------------------------------ S&P Global Ratings said that it placed its 'BB-' corporate credit rating and issue-level ratings on IMS Health Inc., and the ratings on subsidiaries IMS AG and IMS Japan K.K., on CreditWatch with positive implications. The CreditWatch placement follows the announcement that IMS Health and Quintiles (BBB-/Stable/--) plan to merge in an all-stock transaction, and reflects the potential for the ratings on IMS Health Inc. to be raised if the transaction is completed. S&P affirmed the ratings on Quintiles with a stable outlook earlier. "We are likely to consider IMS a core subsidiary of Quintiles IMS Holdings Inc., supporting a three notch upgrade to the corporate credit rating upon close," said S&P Global Ratings credit analyst Tulip Lim. S&P will likely resolve the CreditWatch placement on IMS once the transaction has closed. INTERNATIONAL MANUFACTURING: Judge Ralph R. Mabey Named Mediator ---------------------------------------------------------------- Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, authorized the appointment of Honorable Ralph R. Mabey, a member in the Kirton McConkie law firm, as mediator. Chapter 11 Trustee Beverly N. McFarland had sought Judge Mabey's appointment as mediator, to mediate a settlement of the bankruptcy estate's fraudulent transfer adversary action pending against Bridge Bank, N.A. Judge Bardwil authorized the Chapter 11 Trustee to pay the bankruptcy estate's portion of both Judge Mabey's fees at his reduced rate of $965 per hour and his expenses. Beverly N. McFarland, Chapter 11 Trustee, is represented by: Thomas A. Willoughby, Esq. Jennifer E. Niemann, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Telephone: (916)329-7400 Facsimile: (916)329-7435 E-mail: twilloughby@ffwplaw.com About International Manufacturing Group Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. INVENTIV HEALTH: To Hold Q1 Conference Call on May 16 ----------------------------------------------------- inVentiv Health, Inc. will hold a conference call at 2:00 p.m. Eastern Time on May 16, 2016, during which it will discuss the Company's financial results for the first quarter of 2016. The U.S. dial-in for the call is (877) 498-6434 ((929) 387-3953 for non-U.S. callers) and the passcode is 5306917. A replay of the conference call will be available until May 23, 2016, by dialing (855) 859-2056 ((404) 537-3406 for non-U.S. callers) and the passcode is 5306917. About inVentiv Health inVentiv Health, Inc., is privately owned by inVentiv Group Holdings, Inc., an organization sponsored by affiliates of Thomas H. Lee Partners, L.P., Liberty Lane Partners and members of the inVentiv Health management team. inVentiv Health is a top-tier professional services organization that accelerates the clinical and commercial success of biopharmaceutical companies worldwide. The Company's combined Clinical Research Organization and Contract Commercial Organization helps clients improve their performance to deliver much-needed therapies to market. With 13,000 employees providing services to clients in 70 countries, inVentiv Health designs best practices, processes and systems to enable clients to successfully navigate an increasingly complex environment. - See more at: http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf Inventiv Health reported a net loss attributable to the Company of $151 million on $1.99 billion of net revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $190 million on $1.80 billion of net revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, inVentiv had $2.15 billion in total assets, $2.92 billion in total liabilities and a $771.10 million in total stockholders' deficit. * * * As reported by the TCR on May 22, 2015, Moody's Investors Service affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating of inVentiv Health, Inc. as well as all of the instrument ratings. The Caa1 rating reflects inVentiv's very high leverage, history of negative free cash flow and significant interest burden which will make a default event likely if the company does not significantly improve its EBITDA performance well ahead of 2018, when all of the company's debt matures. The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Burlington, Mass.-based contract research organization (CRO) inVentiv Health Inc. ISTAR INC: Incurs $21.2 Million Net Loss in First Quarter --------------------------------------------------------- iStar Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss allocable to common shareholders of $21.18 million on $114.64 million of total revenues for the three months ended March 31, 2016, compared to a net loss allocable to common shareholders of $22.55 million on $112.85 million of total revenues for the same period in 2015. As of March 31, 2016, iStar Inc. had $5.49 billion in total assets, $4.46 billion in total liabilities, $8.98 million in redeemable noncontrolling interests and $1.01 billion in total equity. Capital Markets The Company continued its stock repurchase activity, completing open market purchases during the first quarter of 5.8 million shares for $58.1 million or an average of $9.94 per share. In March, the Company repaid its $261.4 million of 5.875% Senior Unsecured Notes at maturity using available cash. In addition, in March the Company issued $275.0 million of 6.50% Senior Unsecured Notes due July 2021. Proceeds from the offering were used to repay $5.0 million of the Company's secured revolving facility, pay related financing costs and, subsequent to the end of the quarter, repay in full its $265.0 million of Senior Unsecured Notes due July 2016. The Company's weighted average cost of debt for the first quarter was 5.5%. The Company's leverage was 2.2x at the end of the quarter, within the Company's targeted range of 2.0x - 2.5x. Investment Activity During the quarter, iStar funded a total of $147.8 million associated with new investments, prior financing commitments and ongoing development. In addition, the portfolio generated $131.8 million of repayments and sales over the same period. At March 31, the Company had $591.2 million of unrestricted cash, of which the Company used $265.0 million subsequent to the end of the quarter to repay in full its Senior Unsecured Notes due July 2016. Portfolio Overview At March 31, 2016, the Company's portfolio totaled $5.11 billion, which is gross of $468.5 million of accumulated depreciation and $36.6 million of general loan loss reserves. Real Estate Finance At March 31, 2016, the Company's real estate finance portfolio totaled $1.67 billion, gross of general loan loss reserves. The portfolio included $1.61 billion of performing loans with a weighted average maturity of 2.2 years. The performing loans were comprised of 59% first mortgages / senior loans and 41% mezzanine / subordinated debt. The performing loans had a weighted average last dollar loan-to-value ratio of 68% and generated an 8.5% yield for the quarter. The Company invested $94.3 million and received $79.7 million of proceeds within its real estate finance portfolio during the quarter. At March 31, 2016, the Company's non-performing loans (NPLs) had a carrying value of $68.3 million. The Company recorded a $1.5 million provision for loan losses during the quarter. At March 31, 2016, loan loss reserves totaled $109.7 million, comprised of $36.6 million of general reserves and $73.1 million of asset specific reserves. Net Lease At the end of the quarter, iStar's net lease portfolio totaled $1.55 billion, gross of $382.5 million of accumulated depreciation. During the quarter, the Company sold net lease assets for proceeds of $10.6 million and recorded gains of $4.9 million. The Company's net lease portfolio totaled 18 million square feet across 33 states. Occupancy for the portfolio was 96.6% at the end of the quarter, with a weighted average remaining lease term of 14.6 years. The net lease portfolio generated an unleveraged yield of 7.9% for the quarter. Operating Properties At the end of the quarter, iStar's operating properties portfolio totaled $702.5 million, gross of $79.7 million of accumulated depreciation, and was comprised of $570.8 million of commercial and $131.7 million of residential real estate properties. During the quarter, the Company invested $18.2 million within its operating properties portfolio and received $25.5 million of proceeds from sales. Commercial Operating Properties The Company's commercial operating properties represent a diverse pool of assets across a broad range of geographies and collateral types including office, retail and hotel properties. These properties generated $26.0 million of revenue offset by $18.6 million of expenses during the quarter. iStar generally seeks to reposition these assets with the objective of maximizing their values through the infusion of capital and/or intensive asset management efforts resulting in value realization upon sale. At the end of the quarter, the Company had $140.9 million of stabilized commercial operating properties that were 85% leased and generated an unleveraged yield of 8.5% for the quarter. The remainder of the commercial operating portfolio was comprised of $429.9 million of transitional properties that were 66% leased and generated an unleveraged yield of 3.5% for the quarter. iStar is actively working to lease up and stabilize these properties. During the quarter, the Company executed commercial operating property leases covering approximately 400,000 square feet. Residential Operating Properties At the end of the quarter, the residential operating portfolio was comprised of condominium units generally located within luxury projects in major U.S. cities. During the quarter, iStar sold 19 condominium units, resulting in $19.7 million of proceeds and recorded $5.1 million of income. In addition, the Company recorded $2.6 million of expenses on its condominiums, primarily associated with carry costs. Land & Development At the end of the quarter, the Company's land & development portfolio totaled $1.13 billion, with seven projects in production, 10 in development and 13 in the pre-development phase. These projects are collectively entitled for approximately 30,000 lots and units. For the quarter, the Company's land and development portfolio generated $14.9 million of revenues, offset by $11.6 million of cost of sales, plus $6.7 million of earnings from land development equity method investments. This resulted in total gross margin and earnings from equity method investments of $10.0 million compared to $4.0 million for the same period last year. During the quarter, the Company invested $34.2 million in its land portfolio. The Company has continued to make progress on its land development portfolio, highlighted by two high-profile projects: Coney Island Concert Hall and Amphitheater Construction is nearing completion on iStar’s 5,000-seat concert amphitheater and public park along the boardwalk in Coney Island. In addition, work continues on the renovation of the historic Childs building, transforming it into a 60,000 square foot bar, restaurant and event space adjacent to the amphitheater that will serve as a year round anchor to the on-going Coney Island renaissance. Upon completion, iStar will enter into a long-term operating lease with the city, and has partnered with Live Nation and Brooklyn Sports and Entertainment to provide full year programming and management. Currently over 40 concerts and events have already been booked for this summer, including kick-off concerts featuring Sting, Peter Gabriel and Ziggy Marley. The opening of the amphitheater, park and Childs building are part of the Company's larger strategy to accelerate development on its adjacent land holdings, currently targeted for over one million square feet of residential housing. The Asbury at Asbury Park Construction is also nearing completion on The Asbury, iStar’s highly anticipated 110-room hotel/multi-venue adult playground in Asbury Park, NJ. The Asbury includes an outdoor movie theater and nightclub on two separate roof decks, indoor and outdoor event spaces, an integrated lobby bar, lounge and gameroom and an outdoor biergarten and pool party space. The Asbury represents an important milestone in iStar's plan to accelerate Asbury Park's rebirth as one of the great beach cities on the East Coast, and is a key amenity for the approximately 30 acres of ocean and waterfront land iStar controls, capable of supporting over two thousand new residential units. Annual Meeting The Company will host its Annual Meeting of Shareholders at the Harvard Club of New York City, located at 35 West 44th Street, New York, New York 10036 on Wednesday, May 18, 2016 at 9:00 a.m. ET. All shareholders are cordially invited to attend. A full-text copy of the Form 10-Q is available for free at: http://is.gd/H88Z7D About iStar Inc. New York-based iStar Inc., formerly known as iStar Financial Inc. (NYSE: SFI) provides custom-tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Inc. reported a net loss allocable to common shareholders of $52.7 million on $515 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common shareholders of $33.7 million on $462 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $5.62 billion in total assets, $4.51 billion in total liabilities, $10.71 million in redeemable concontrolling interests, and $1.10 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. JADECO CONSTRUCTION: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Jadeco Construction Corp. Jadeco Construction Corp. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York (Central Islip) (Case No. 16-71508) on April 6, 2016. The petition was signed by Jacinto Dealmeida, president. The Debtor is represented by Joel M. Shafferman, Esq., at the Shafferman & Feldman LLP. The case is assigned to Judge Robert E. Grossman. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. JOHN R REED INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: John R. Reed, Inc. P.O. Box 306 Dyer, TN 38330 Case No.: 16-10902 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Western District of Tennessee (Jackson) Judge: Hon. Jimmy L Croom Debtor's Counsel: Steven N. Douglass, Esq. John L. Ryder, Esq. HARRIS SHELTON HANOVER WALSH, PLLC 2700 One Commerce Square Memphis, TN 38103 Tel: (901) 525-1455 Fax: (901) 526-4084 E-mail: snd@harrisshelton.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by John R. Reed, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnwb16-10902.pdf JUNIPER GTL: Can Obtain $1.2MM interim Financing from Westlake -------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Juniper GTL LLC to borrow funds from Westlake GTL LLC on an interim basis up to an aggregate principal amount of no more than $1.2 million. Judge Isgur has scheduled the Final Hearing to be held on May 9, 2016, to consider the Debtor's request to obtain post-petition financing of up to an aggregate amount of not more than $3 million. Judge Isgur has also directed Richard Construction, Inc., not to take any action to foreclose upon or exercise remedies against any of the RCI Collateral, to file any further financing statements or take any action to perfect its security interests in the RCI Collateral, and to seek in obtaining adequate protection from the Debtor for so long as there are any borrowings or amounts outstanding under the DIP Facility. Furthermore, Judge Isgur has granted the DIP Lender and RCI the right to credit bid any or all of the DIP Obligations, DIP Liens, RCI Lien and RCI Lien Obligations, and the DIP Lender the right to apply any or all of its Superpriority Claims toward the satisfaction of the purchase price for the Purchased Assets. In the event the DIP Lender or RCI is not the successful bidder in any sale of the Purchased Assets, the proceeds of any sale shall be applied first to the repayment in full of the DIP facility and then to any other sums due and owing to the DIP Lender and RCI, he further ordered. A full-text copy of the Interim DIP Order dated April 19, 2016, with Budget is available at http://is.gd/ICcYNG Juniper GTL LLC is represented by: Mark W. Wege, Esq. Edward L. Ripley, Esq. Jason S. Sharp, Esq. KING & SPALDING, LLP 1100 Louisiana, Suite 4000 Houston, Texas 77002 Telephone: 713-751-3200 Facsimile: 713-751-3290 Email: MWege@kslaw.com ERipley@kslaw.com JSharp@kslaw.com KAISA GROUP: Chapter 15 Case Summary ------------------------------------ Chapter 15 Petitioner: Dr. Tam Lai Ling Chapter 15 Debtor: Kaisa Group Holdings Ltd. Two International Finance Centre 8 Finance Street, Suite 2001, 20th Floor Central Hong Kong Chapter 15 Case No.: 16-11303 Type of Business: An investment holding company, operates as an integrated property development company in the People's Republic of China. Chapter 15 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Chapter 15 Petitioner's Counsel: Mark I Bane, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090 E-mail: mark.bane@ropesgray.com Estimated Assets: Not Indicated Estimated Debts: Not Indicated KEMET CORP: NEC Tokin Reaches Settlement in Class Action Suits -------------------------------------------------------------- KEMET Corporation announced that NEC TOKIN Corporation, a joint venture between KEMET Electronics Corporation and NEC Corporation, reached a preliminary settlement with plaintiffs in two related U.S. antitrust class action suits. "A significant hurdle to our acquisition of NEC TOKIN has been cleared," stated Per Loof, KEMET's chief executive officer. "This settlement helps to open a path for implementation of our plan to complete the acquisition. We have been working closely with NEC Corporation to develop the strategy for the consummation of the acquisition and hope to be able to communicate to the investment community in a reasonable time frame the mechanics and timing of the closing of the acquisition. This agreement as well as the governmental fines assessed to NEC TOKIN, to date the most significant of which permit payments over time, will allow us to continue to follow our business strategies upon combination. While we still await some government jurisdictions to complete their review and assess any potential liability, our target is to complete a transaction later this calendar year. We believe that the transaction will benefit the ongoing businesses of KEMET and NEC TOKIN, providing increased shareholder value well into the future," continued Loof. Pursuant to the terms of the settlement that has been reached in principle, in consideration of its release from the class action suits, NEC TOKIN will pay an aggregate $37.25 million to a settlement class of direct purchasers of capacitors and a settlement class of indirect purchasers of capacitors. Payments shall be made in installments, with the initial installment due 15 days after execution of the definitive settlement agreement, and annual installments extending through December, 2019. NEC TOKIN and the plaintiffs are working to finalize the settlement in a definitive settlement agreement, the terms of which are subject to court approval. NEC TOKIN, a Japanese corporation, is a joint venture in which KEMET's wholly-owned subsidiary, KEMET Electronics Corporation, owns a 34% equity interest and 51% voting ownership interest, and NEC Corporation (together with a subsidiary thereof) owns a 66% equity interest and 49% voting ownership interest. About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." As of Dec. 31, 2015, the Company had $707 million in total assets, $583 million in total liabilities and $124.41 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. KEMET CORP: Reports Preliminary Q4 and Fiscal 2016 Results ---------------------------------------------------------- KEMET Corporation reported a net loss of $15.2 million on $184 million of net sales for the quarter ended March 31, 2016, compared to a net loss of $19.8 million on $194 million of net sales for the same period in 2015. For the fiscal year ended March 31, 2016, the Company reported a net loss of $53.6 million on $735 million of net sales compared to a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. As of March 31, 2016, Kemet had $703 million in total assets, $590 million in total liabilities and $112 million in total stockholders' equity. "We ended the year on a solid note with a strong finish with our cash flow exceeding our earlier forecasts," stated Per Loof, KEMET's chief executive officer. "Overall, in a challenging economic environment, our operational excellence continued to improve margins and meet or exceed customer expectations. Finishing the fiscal year in this position has allowed our Board of Directors to authorize a debt repurchase plan, initially up to $20 million over the course of our Fiscal Year 2017 that began April 1, 2016, to facilitate lower interest payments and position the Company to accomplish our strategic objectives," continued Loof. A full-text copy of the press release is available for free at: http://is.gd/OjhmOI About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." As of Dec. 31, 2015, the Company had $707 million in total assets, $583 million in total liabilities and $124.41 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. LEGACY RESERVES: Moody's Affirms Caa3 Corp. Family Rating --------------------------------------------------------- Moody's Investors Service changed Legacy Reserves, LP's Probability of Default Rating (PDR) to Caa3-PD/LD from Caa3-PD. At the same time, Moody's affirmed Legacy's Corporate Family Rating (CFR) at Caa3 and its senior unsecured notes rating at Ca. Moody's affirmed the SGL-4 Speculative Grade Liquidity Rating. The rating outlook is stable. "Legacy's senior notes repurchases reduced total debt by $169 million or approximately 12% of the end of 2015 total debt balance. While Legacy will achieve annual cash interest savings of $12 million, it's liquidity remains in weak condition given the reduced borrowing base from the recent redetermination and high risk of a future covenant violation," said Moody's Assistant Vice President Morris Borenstein. The appending of the PDR with an "/LD" designation indicates limited default. Moody's views the debt repurchases as a distressed exchange, which is an event of default under Moody's definitions. Legacy announced on May 4 that the company had completed cumulative repurchases of $169 million in principal amount of its senior unsecured notes (due 2020 and 2021) for $21.5 million, or an average discount of 87% of par. Moody's will remove the "/LD" designation after three business days. RATING ACTIONS: Issuer: Legacy Reserves, LP Ratings affirmed: Corporate Family Rating at Caa3; Probability of Default Rating at Caa3-PD/LD from Caa3-PD (LD appended); Senior Unsecured Notes at Ca (LGD5); Speculative Grade Liquidity Rating at SGL-4. Outlook: The rating outlook is stable. RATINGS RATIONALE Legacy's Caa3 Corporate Family Rating (CFR) reflects expectations of a significant increase in leverage through 2017 based on declining cash flows, weak liquidity with risk of a future covenant violation, and weak asset coverage of debt. The company suspended its MLP distributions and repaid roughly 15% of its debt which will support cash flow in 2016, however in 2017, it faces a combination of potential production declines, weaker hedge protection and a high interest expense that will drive profitability and cash flows lower. Without material capital investment, and/or higher commodity prices, it will be challenging for Legacy to reverse production declines beyond 2016. Legacy's SGL-4 Speculative Grade Liquidity rating reflects weak liquidity through 2017, limited revolver access, and potential for covenant violations late in the second half of 2016 as EBITDA deteriorates. Legacy's hedged portfolio, minimal development capital expenditures in 2016 of $30-$40 million, and suspended distribution all support cash flow this year. Moody's believes free cash flow will be positive in 2016, provided that production declines only modestly. In 2017, however, Moody's expect cash flows to be negative as its hedged portion of volumes declines and lower realized prices impact profitability. Moody's does not anticipate Legacy will make any distributions. Legacy has a senior secured revolving credit facility due April 2019 with a $630 million borrowing base, with $560 million drawn as of May 4, 2016. Much of this debt was incurred in July 2015 related to two acquisitions in East Texas. Moody's believes the company's effective availability will be restricted later this year due to tightness under its financial covenants. Moody's believes Legacy will breach its financial covenants unless it can negotiate an amendment with its bank group. Negotiations with the banks could subject the revolver to a further borrowing base reduction. The company has acreage that it could monetize through asset sales as well as gathering and processing assets acquired in 2015 that are outside of its core area of expertise. While asset sales could provide alternate liquidity, valuations could be depressed in the current energy price environment. The rating outlook is stable reflecting Moody's expectation for modest production declines in 2016 and very weak credit metrics over the next 12 to 18 months. The ratings could be downgraded if Legacy pursues a debt restructuring or its liquidity further deteriorates. The ratings could be upgraded if retained cash flow to debt can be sustained above 5%, EBITDA to interest coverage sustained above 1.5 times, and comfortable cushion expected under its financial covenants. Headquartered in Midland, Texas, Legacy Reserves LP (Legacy) is a publicly traded exploration and production (E&P) master limited partnership (MLP). Legacy has oil and natural gas properties primarily located in the Permian Basin of Texas and New Mexico, East Texas, and the Piceance Basin in the Rockies. Production as of March 31, 2016 averaged 45,527 boe per day (69% gas). Legacy is controlled by its general partner (GP) Legacy Reserves GP, LLC (unrated). The GP is owned by Legacy's founding investors, directors and management, which collectively own 15% of Legacy's limited partner units. LIGHTSTREAM RESOURCES: S&P Lowers CCR to 'CCC-', Outlook Negative ----------------------------------------------------------------- S&P Global Ratings said it lowered its long-term corporate credit rating on Lightstream Resources Ltd. to 'CCC-' from 'B-.' The outlook is negative. At the same time, S&P Global Ratings lowered its rating on the company's senior unsecured debt to 'C' from 'CCC'. The recovery rating on these notes is unchanged at '6', and indicates S&P's expectation for negligible recovery (0%-10%) under its default scenario. "The downgrade reflects our view of the significant deterioration in Lightstream's liquidity position, which we believe compromises its ability to fund its upcoming secured debt interest payment due on June 15, 2016; and repay the C$121 million amount drawn on its credit facility, which exceeds the reduced facility availability," said S&P Global Ratings credit analyst Michelle Dathorne. The credit facility repayment is due within 90 days. As a result, S&P believes there is a heightened risk of a default. S&P Global Ratings derives its 'CCC-' corporate credit rating on Lightstream from: -- The company's vulnerable business risk and highly leveraged financial risk profile assessments; and -- The application of the 'CCC' criteria in light of Lightstream's rapidly deteriorated liquidity position, S&P's view of the company's limited financial flexibility to generate the cash flow necessary to meet its fixed charge obligations, and the heightened risk of a default in the next six months. Although Lightstream's management is considering various strategic alternatives, including a potential Bakken asset sale and a possible first-lien facility refinancing, to improve its liquidity position and address near-term financial obligations, S&P considers a positive outcome to be highly uncertain given current weak market conditions. The negative outlook primarily reflects the potential for a downgrade within the next six months with a heightened risk of default. S&P could lower the rating in the event that the company defaults on its debt obligations, which could include a distressed exchange, missed interest payment or if S&P believes a default to be a virtual certainty. In this scenario, S&P would ascribe little to no probability of material proceeds from asset sales, or the company's ability to refinance its credit facility. Although S&P views it as unlikely in the next six months, an upgrade could result from a material improvement in liquidity, which S&P assumes would result primarily from material proceeds from asset sales or other financing options, in tandem with materially higher cash flows from significantly higher commodity prices. In S&P's opinion, these conditions are necessary to ensure Lightstream can repay the amount required under its secured credit facility and fund its fixed charge obligations sustainably. LOCAL CORP: Gets Approval to Amend Winthrop Fee Structure --------------------------------------------------------- Local Corp. received court approval to modify the fee structure for services to be provided by Winthrop Couchot Professional Corp. in connection with its prosecution of avoidance actions. The order, issued by Judge Scott Clarkson of the U.S. Bankruptcy Court for the Central District of California, approved the contingency fee portion of the firm's compensation for the prosecution of the avoidance actions. Winthrop will be entitled to compensation based upon the following rate structures: (i) 20% of litigation recoveries obtained in each of the actions prior to filing a complaint; (ii) 30% of recoveries obtained in each of the actions after the filing of a complaint; and 35% of litigation recoveries obtained in each of the actions after discovery cutoff. The firm will also be granted a first-priority attorney's lien against all litigation recoveries without the need to take any action to perfect its lien. About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The Debtor disclosed $16,141,222 in assets and $29,519,418 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LOCATIONS IX: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: Locations IX Inc. 1600 Stony Point Rd Manasquan, NJ 08736-2420 Case No.: 16-18857 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Christine M. Gravelle Debtor's Counsel: Pasquale Menna, Esq. THE MENNA LAW FIRM 151 Bodman Place, Ste. 300 Red Bank, NJ 07701 Tel: (732) 383-8445 Fax: (732) 383-8274 E-mail: PMenna@mennalaw.com Total Assets: $3.28 million Total Liabilities: $892,281 The petition was signed by Vincent Ludwig, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-18857.pdf LOCATIONS VII: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: Locations VII Inc. 1600 Stony Point Rd Manasquan, NJ 08736-2420 Case No.: 16-18855 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Christine M. Gravelle Debtor's Counsel: Pasquale Menna, Esq. THE MENNA LAW FIRM 151 Bodman Place, Ste. 300 Red Bank, NJ 07701 Tel: (732) 383-8445 Fax: (732) 383-8274 E-mail: PMenna@mennalaw.com Total Assets: $3.28 million Total Liabilities: $892,281 The petition was signed by Vincent Ludwig, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-18855.pdf LOS ARBOLES APARTMENTS: Court Agrees to Hear Bid to Reopen Case --------------------------------------------------------------- Los Arboles Apartments & Townhomes, LLC, applied for an order shortening time on its "Emergency Motion to Determine that Secured Creditor VFC Partners 29, LLC, a Limited Liability Company, Is Not Entitled to Recover Any Attorney's Fees and Costs and that Its Notice of Default and Election to Sell Under Deed of Trust and Notice of Sale as Containing a Calculation of the Indebtedness Based on Attorney's Fees and Costs is Void and Cannot Be Enforced" ("Motion to Determine"). Concurrently with the filing of the application for order shortening time and the Motion to Determine, the debtor also filed its "Emergency Motion to Reopen Chapter 11 Bankruptcy Case for the Limited Purpose of Seeking a Determination that Secured Creditor VFC Partners 29, LLC, a Limited Liability Company, Is Not Entitled to Recover Any Attorney's Fees and Costs and that Its Notice of Default and Election to Sell Under Deed of Trust, as Containing a Calculation of the Indebtedness Based on Attorney's Fees and Costs is Void and Cannot Be Enforced" ("Motion to Reopen"). The application was granted by Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los Angeles Division. Hearings on both the Motion to Reopen and the Motion to Determine were set for May 4, 2016 at 11:30 a.m. in Courtroom 1675 at 255 East Temple Street, Los Angeles, California 90012. The case is In re: LOS ARBOLES APARTMENTS & TOWNHOMES, LLC, Chapter 11, Debtor-In-Possession, Case No. 2:14-bk-31901-RK (Bankr. C.D. Cal.). A full-text copy of Judge Kwan's April 28, 2016 order is available at http://is.gd/ASK1m5from Leagle.com. Los Arboles Apts. & Townhomes LLC is represented by: Philip D Dapeer, Esq. PHILIP DAPEER, A LAW CORPORATION 2625 Townsgate Rd Ste 330 Westlake Village, CA 91361 Tel: (323)954-9144 United States Trustee, U.S. Trustee, is represented by: Alvin Mar, Esq. 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 Tel: (213)894-6811 MAXIM CRANE: S&P Puts 'B' CCR on CreditWatch Negative ----------------------------------------------------- S&P Global Ratings said that it has placed its 'B' corporate credit rating on Maxim Crane Works L.P. on CreditWatch with negative implications. S&P is not placing its 'B' issue-level rating on Maxim's $325 million senior secured second-lien term loan due 2018 on CreditWatch because S&P expects the lenders to be paid in full due to a change-of-control provision in the credit agreement. "The negative CreditWatch placement reflects the potential that we could lower our corporate credit rating on Maxim if Apollo Capital needs to take on additional debt to fund its acquisition of the company, materially weakening the crane rental firm's credit measures," said Standard & Poor's credit analyst Tyrell Peebles. Apollo has entered into an agreement to acquire Maxim Crane Works L.P. from Platinum Equity, and -- in a separate transaction -- has entered into an agreement to acquire AmQuip Crane Rental from Clearlake Capital Group L.P. Apollo plans to combine these two companies following the acquisitions. Although the final purchase price and capital structure has not been announced, S&P expects that Apollo will partly finance the acquisitions with debt, increasing Maxim's leverage under S&P's base-case forecast. Under S&P's current base-case forecast, it expects the company's adjusted debt-to-EBITDA metric to be between 5x and 6x in 2016. S&P expects to resolve the CreditWatch placement following its review of Maxim's expected capital structure and S&P's assessment of the combined entity's business. In the event that the additional borrowing required to complete the acquisition increases Maxim's adjusted debt-to-EBITDA metric above 6x for an extended period, S&P could lower its corporate credit rating on the company. MCS GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable ---------------------------------------------------------- S&P Global Ratings affirmed its corporate credit rating of 'B' on Plano, Texas-based MCS Group Subholdings LLC and revised the outlook to stable from negative. At the same time, S&P raised its issue-level rating on the company's first-lien credit facilities, including a $20 million revolving facility expiring 2018 and $340 million term loan due 2019, to 'B+' from 'B'. S&P also revised its recovery ratings on the first-lien facilities to '2', which indicates S&P's expectation for lenders to receive meaningful (70% to 90%, at the upper end of the range) recovery in the event of payment default, from '3'. The revised outlook reflects MCS' improving financial condition from organic growth, new clients, and tuck-in acquisitions, and the termination of unprofitable service agreements last year. The acquisition of Epic was supported by the previous capital contribution by TDR Capital. "We expect credit metrics to continue to strengthen over the next year as the company continues to amortize the term loan, increases revenue and EBITDA, and focuses on building a more diversified business around its core portfolio services," said S&P Global Ratings analyst Peter Deluca. The stable outlook reflects S&P's view that MCS' operating performance will improve from current levels from ongoing operational improvements, solid expense management, acquisitions, satisfactory integration capability, and acquisition synergies. S&P projects leverage to be below 4x over the next year as the company reduces debt, continues to invest in the business, maintains ample liquidity, diversifies into the non-default services, and integrates acquisitions. S&P could consider raising its ratings if operating performance is maintained near S&P's forecast levels, and debt-to-EBITDA leverage is sustained near 3x, while covenant cushion remains near 15%. This could occur if the company achieves S&P's base forecast over the next year. S&P could lower its ratings over the next year if operating performance weakens such that the covenant cushion declines below 15% or if free operating cash flow turns negative, perhaps from an information technology intrusion leading to unexpected customer attrition, or the inability to achieve planned synergies leading to lower cash flow and profitability. S&P estimates this could occur if EBITDA declines by about 5% (assuming current debt and EBITDA.) MEDICAL INVESTORS: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Debtor: Medical Investors, LLC 3761 Teays Valley Road Hurricane, WV 25526 Case No.: 16-30223 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Judge: Hon. Frank W. Volk Debtor's Counsel: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE P.O. Box 4427 Charleston, WV 25364-4427 Tel: 304-925-2100 Fax: (304) 925-2193 E-mail: joecaldwell@frontier.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Darrin VanScoy, managing member. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/wvsb16-30223.pdf MGM RESORTS: Reports First Quarter Financial Results ---------------------------------------------------- MGM Resorts International reported net income attributable to the Company of $66.8 million on $2.38 billion of revenues for the three months ended March 31, 2016, compared to net income attributable to the Company of $170 million on $2.52 billion of revenues for the same period in 2015. As of March 31, 2016, MGM Resorts had $25.5 billion in total assets, $17.6 billion in total liabilities and $7.86 billion in total stockholders' equity. "MGM Resorts delivered an exceptional quarter, generating strong financial results while completing significant strategic achievements," said Jim Murren, Chairman & CEO of MGM Resorts. "Our wholly owned domestic resorts reported the strongest Adjusted Property EBITDA since 2007, as well as an impressive 524 basis point increase in Adjusted Property EBITDA margins, demonstrating the strength of our operations and success of our Profit Growth Plan. Our recent landmark accomplishments, including the completion of MGP's initial public offering and its concurrent debt financings, as well as the sale of CityCenter's The Shops at Crystals, underscore our ability to deliver significant shareholder value and drive sustainable, long-term growth for our company." "This was an exciting quarter for MGM Resorts, in part because of the successful initial public offering of MGM Growth Properties," said Mr. Murren. "Not only did the offering price at the top of the price range, it was the largest IPO in 2016 to-date. Importantly, this transaction provided MGM Resorts' shareholders with numerous strategic and financial benefits, including enhancements to our balance sheet." Financial Position The Company's cash balance at March 31, 2016, was $1.7 billion, which included $595 million at MGM China. At March 31, 2016, the Company had $2.7 billion of borrowings outstanding under its $3.9 billion senior secured credit facility, $1.6 billion outstanding under the MGM China credit facility and $250 million outstanding under the MGM National Harbor credit facility. In connection with the MGP IPO and related transactions, the Company entered into an amended and restated senior secured facility comprised of a $1.25 billion revolving facility and a $250 million term loan A facility. After giving effect to the repayment of its 6.875% senior notes at maturity in April 2016, the pending redemption of the Company's 10% senior notes due 2016 and its 7.5% senior notes due 2016, and the amendment and restatement of the senior secured credit facility, the Company had approximately $12.3 billion principal amount of indebtedness outstanding, including $250 million outstanding under its senior secured credit facility, $250 million outstanding under the MGM National Harbor facility, $3.2 billion of indebtedness at MGP, and $1.6 billion at MGM China. "We continue to make significant progress in improving our balance sheet through our strong performance in the first quarter and the continued execution of our strategic plan," said Dan D'Arrigo, Executive Vice President, CFO and Treasurer of MGM Resorts International. "We remain committed to strengthening our financial flexibility, as highlighted by Moody's in its recent two-notch upgrade of MGM Resorts International's corporate family rating, bringing us closer to our goal of returning to investment grade." A full-text copy of the press release is available for free at: http://is.gd/rQ3Iof About MGM Resorts MGM Resorts International (NYSE: MGM) a global hospitality company, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company's Web site at www.mgmresorts.com. MGM Resorts reported a net loss attributable to the Company of $447.72 million in 2015, a net loss attributable to the Company of $149.87 million in 2014 and a net loss attributable to the Company of $171.73 milion in 2013. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Sept. 29, 2014, Fitch Ratings has upgraded MGM Resorts International's (MGM) and MGM China Holdings Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-', respectively. Fitch's upgrade of MGM's IDR to 'B+' and the Positive Outlook reflect the company's strong performance on the Las Vegas Strip and in Macau as well as Fitch's longer-term positive outlooks for these markets. MICHAEL KING: U.S. Trustee Asks Court to Dismiss Ch. 11 Case ------------------------------------------------------------ The U.S. Trustee, Gail Brehm Geiger, asks the Bankruptcy Court for entry of an order dismissing The Michael King Smith Foundation's Chapter 11 case. Alternatively, the U.S. Trustee requests for the appointment of a Chapter 11 Trustee. According to the U.S. Trustee, "cause" exists to convert or dismiss the Debtor's case because of substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation for it is not clear how the estate and creditors would benefit from the proposed sale of the Debtor's Main Assets for less than the amount owed to secured creditors or how the case could be successfully concluded after the sale. The U.S. Trustee narrates that the Debtor proposes to sell the Main Assets to George Schott for $7.7 million, which is less than the amount of "all liens on the property total approximately $9,291,720, of which the debtor believes a total of $2,000,000 need not be paid as secured claims;" however, the Debtor fails to provide identify the $2 million lien and the reason why it is invalid, avoidable, or otherwise not allowable. Furthermore, the U.S. Trustee narrates that the proposed sale will not generate proceeds sufficient to pay secured creditors in full or any administrative expenses for the Motion to Sell itself provides that "the estate will receive net proceeds of $0.00 from the sale," and that all liens shall "attach to the sale proceeds in the same order of priority they attached to the Main Assets to be sold, and shall be held in escrow or trust until the Bankruptcy Court orders payment." The Motion to Sell does not reflect the consent of any lienholders to the proposed sale of the Main Assets, the U.S. Trustee further narrates. Moreover, the Debtor's original schedules and Statement of Financial Affairs were deficient in significant respects, and the Debtor has failed to file accurate and complete schedules that identify the property secured by its largest secured creditor, and as such, the Debtor does not appear to have any source of income that will support the payment of ongoing administrative expenses in this case and it is not clear that assets would remain after the proposed sale that could be used to pay these expenses. Gail Brehm Geiger, Acting U.S. Trustee for Region 18 is represented by: Carla G. McClurg, Esq. U.S. DEPARTMENT OF JUSTICE Office of the United States Trustee 620 SW Main St., Rm 213 Portland, OR 97205 Telephone: (503) 326-7659 Email: carla.mcclurg@usdoj.gov About Michael King The Michael King Smith Foundation filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 16-30233) on Jan. 26, 2016. The petition was signed by Lisa Anderson as trustee. The Debtor estimated assets in the range of $100 million to $500 million and liabilities of $1 million to $10 million. Motschenbacher & Blattner, LLP serves as the Debtor's counsel. Judge Randall L. Dunn is assigned to the case. The Debtor is a tax exempt business trust that was established on Nov. 15, 2006. The Debtor owns real and personal property located in McMinnville, Oregon. The Debtor's assets include the real property and improvements that comprise a portion of the Evergreen Aviation and Space Museum located in McMinnville, Oregon. The Debtor's assets are primarily leased or on loan to the Evergreen Aviation and Space Museum. MILLWEAVE LLC: Pa. Court Extends Plan Filing Exclusivity to May 7 ----------------------------------------------------------------- Chief Bankruptcy Judge Mary France of the U.S. Bankruptcy Court for the Middle District of Pennsylvania granted the request of Millweave LLC to extend the Debtor's exclusivity period for filing its Plan of Reorganization and Disclosure Statement (i.e. to May 7, 2016) and soliciting acceptances of a plan to 60 days thereafter (i.e. to July 6, 2016). The Court entered the Order on May 5. Millweave, LLC, which does business as O'Rorkes Family Eatery and as O'Rorkes Eatery & Spirits, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 15-02027) on May 13, 2015, represented by Gary J. Imblum, Esq. -- gary.imblum@imblumlaw.com -- at Imblum Law Offices, P.C. MISSISSIPPI PHOSPHATES: Court Orders Chapter 11 Plan Filing ----------------------------------------------------------- Judge Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi ordered Mississippi Phosphates Corporation and its affiliated debtors to each file a chapter 11 disclosure statement and a Chapter 11 plan. The U.S. Trustee for Region 5 had previously filed a Motion seeking to convert or dismiss the Chapter 11 case. The Debtors, the Official Committee of Unsecured Creditors, and the Mississippi Department of Environmental Quality ("MDEQ") filed Responses to the Motion. They eventually reached an agreement and asked the Court to approve their agreement. Judge Samson ordered that if the Debtors fail to comply with any of the terms of her Order, the bankruptcy cases will be converted to chapter 7 proceedings without further notice or hearing. Mississippi Phosphates Corporation and its affiliated debtors are represented by: Stephen W. Rosenblatt, Esq. Christopher R. Maddux, Esq. Paul M. Murphy, Esq. J. Mitchell Carrington, Esq. Thomas M. Hewitt, Esq. BUTLER SNOW LLP 1020 Highland Colony Parkway, Suite 1400 Ridgeland, MS 39157 Telephone: (601)985-4504 E-mail: Steve.Rosenblatt@butlersnow.com Chris.Maddux@butlersnow.com Paul.Murphy@butlersnow.com Mitch.Carrington@butlersnow.com Thomas.Hewitt@butlersnow.com The Official Committee of Unsecured Creditors is represented by: Bess M. Parrish Creswell, Esq. Kasee Sparks Heisterhagen, Esq. BURR & FORMAN, LLP RSA Tower 11 North Water Street Suite 22200 Mobile, AL 36602 Telephone: (251)344-5151 Facsimile: (251)344-9696 E-mail: bcreswell@burr.com ksparks@burr.com About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed in its amended schedules, assets of $98,949,677 and liabilities of $140,941,276 plus unknown amounts. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 appointed seven creditors of Mississippi Phosphates Corp. to serve on the official committee of unsecured creditors. The Committee tapped to retain Burr & Forman LLP as its counsel. MOBILE MINI: S&P Assigns 'BB-' Rating on Proposed $250MM Notes -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to Phoenix-based portable storage and mobile office leasing company Mobile Mini Inc.'s proposed $250 million senior unsecured notes due 2024. The '5' recovery rating reflects S&P's expectation for modest recovery (10%-30%; upper half of the range) for lenders in the event of a payment default. The company will use the proceeds from this debt issuance to redeem its $200 million senior unsecured notes due 2020 and pay down its revolving credit facility. S&P's ratings on Mobile Mini reflect S&P's fair assessment of the company's business risk profile and S&P's significant assessment of its financial risk profile. The stable outlook reflects S&P's expectation that the company's revenues and earnings will increase modestly over the next year due to gradually improving utilization levels and increased pricing. S&P believes that the company will likely use its free operating cash flow for shareholder returns, acquisitions, and debt reduction. This should modestly improve Mobile Mini's credit metrics over the next year. Although unlikely over the next year, S&P could downgrade the company if its financial profile deteriorates because of some combination of weaker-than-expected earnings growth, weak demand and pricing, or material shareholder returns that cause its funds from operations (FFO)-to-total debt ratio to decline to the low-teens percent area on a sustained basis. Although also unlikely over the next year, S&P could raise its ratings on Mobile Mini if the company's financial profile strengthens because of better-than-expected earnings (supported by an increase in lease yields and/or utilization rates stemming from a rebound in the construction or retail markets), or if management uses some of the company's free cash flow for debt reduction such that Mobile Mini's FFO-to-debt ratio rises above 25% for a sustained period. RATINGS LIST Mobile Mini Inc. Corporate Credit Rating BB/Stable/-- New Ratings Mobile Mini Inc. Prpsd $250 Mil. Sr Unsecd Nts Due 2024 BB- Recovery Rating 5H MODERN SHOE: Appoints Bruce Erickson as CRO ------------------------------------------- Modern Shoe Company LLC and Highline United LLC seek authority from the Bankruptcy Court to retain BErickson Group, LLC to provide a chief restructuring officer and designate Bruce A. Erickson to serve as CRO for the Debtors, effective as of the Petition Date. Subject to approval by the Court, the Debtors propose to retain BEG to: a) assist as necessary in court related activities, pre-petition planning, including structuring and negotiating the proposed "stalking horse" offer, motion review, court appearances and testimony; b) identify prospective purchasers who may be interested purchasing some or all of the Debtors' assets; c) develop an offering memorandum for potential purchasers of the Debtors' assets; d) assist in providing due diligence information in support of prospective purchasers in the due diligence process; e) provide assistance in evaluating and negotiating bids from prospective purchasers; f) provide assistance in obtaining court approval of desired transaction, including offering testimony, as appropriate; g) provide assistance in closing a transaction; h) provide assistance in the development of a plan to wind down the Debtors post-asset sale if required; i) provide assistance to management in wind-down process if required; and j) assist with other issues as required by the Debtors during this engagement. Subject to Court approval, compensation will be payable to BEG at its normal and customary rates, plus reimbursement of actual, necessary expenses and other charges incurred. BEG has advised the Debtors that its current hourly rates applicable to Mr. Erickson is $345 per hour, and any additional personnel engaged by BEG are between $195 and $345 per hour depending on the individual assigned. BEG will be reimbursed for reasonable out-of-pocket expenses, such as travel, telephone and facsimile, courier, and copy expenses. BEG will also be reimbursed for direct expenses incurred in connection with the anticipated sale process of the Debtors' assets to the extent not directly paid for by the Debtors, including costs of outside services to generate potential buyers and costs of due diligence. BEG will be reimbursed for legal fees incurred in responding to discovery or testifying as a witness in any matter relating to its services, excluding testimony provided during the term of the engagement. Prior to the Petition Date, BEG received $15,000 from the Debtors in connection with BEG's consultations with the Debtors with respect to their financial difficulties, businesses, and restructuring strategy. The Retainer was paid from the Debtors' operating cash, and BEG applied a portion of the Retainer to amounts due for services rendered and expenses incurred prior to the Petition Date. The Debtors do not owe BEG any further amount for services performed or expenses incurred prior to the commencement of these Chapter 11 cases, and, thus, BEG is not a prepetition creditor of the Debtors. The Debtors said BEG and Erickson are each a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. The Debtors have agreed to indemnify and hold harmless BEG under certain circumstances. About Modern Shoe Headquartered in Hyde Park, Massachusetts, Modern Shoe Company LLC and Highline United LLC are specialty designers, wholesalers, and importers of premium-segment footwear. The Debtors currently employ six designers, who design footwear for each season. The Debtors provide the design specifications, including style, color, and material, to third party manufacturers. The footwear is manufactured overseas, primarily in China, by JS Macao International, Universal Max and Ash (HK) Limited ("the Affiliate Manufacturers"), which companies share some common ownership with the Debtors' ultimate ownership. The Debtors also previously manufactured handbags, but discontinued that business in November 2015. Modern Shoe was originally founded by individual investors and a company called Grandview International Ltd. In 2009, Grandview acquired the interests of the individual investors and Modern Shoe became a wholly-owned subsidiary of Grandview. Grandview has also wholly-owned Highline since Highline's inception. Grandview is a holding company. In addition to the Debtors, Grandview owns 100% of the interests of two affiliated companies -- ASH Footwear International LLC and JMC Footwear LLC -- both of which were closed in 2015 and dissolved in early 2016. Grandview itself is owned by a holding company known as Highline United Holdings USA, Inc. Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case Nos. 16-11658 and 16-11659) on May 2, 2016. The petitions were signed by Kimberley Bradley as COO and CFO. Modern Shoe estimated assets in the range of $1 million to $10 million and liabilities of up to $50 million. Highline United estimated assets and liabilities in the range of $10 million to $50 million. The Debtors have hired Foley Hoag LLP as counsel, Verdolino & Lowey, P.C. as accountant and BErickson Group, LLC as restructuring advisor. Judge Melvin S. Hoffman has been assigned the cases. MODERN SHOE: Employs Foley Hoag as Bankruptcy Counsel ----------------------------------------------------- Modern Shoe Company LLC and Higline United LLC seek authority from the Bankruptcy Court to employ Foley Hoag LLP as their counsel. It is anticipated that Foley Hoag will: (a) represent the Debtors at all hearings and matters pertaining to their affairs as debtors-in-possession; (b) attend meetings and negotiate with representatives of the Debtors' creditors and other parties-in-interest, as well as respond to creditor inquiries; (c) take all necessary action to protect and preserve the Debtors' estates; (d) prepare on behalf of the Debtors all necessary and appropriate motions, applications, answers, orders, reports and papers necessary to the administration of their estate; (e) review applications and motions filed by other parties-in- interest in connection with this case; (f) advise and represent the Debtors in connection with their proposed sale of substantially all their assets, and in connection with any other asset sale; (g) negotiate and prepare on the Debtors' behalf any plan of reorganization, disclosure statement, and all related agreements and/or documents, and take any necessary action on behalf of the Debtors to obtain confirmation of that plan, if any; (h) review and evaluate the Debtors' executory contracts and unexpired leases and represent the Debtors in connection with the rejection, assumption and assignment of those leases; (i) consult with and advise the Debtors regarding all other legal matters that arise in the conduct of their business, including intellectual property, tax, and labor and employment matters; (j) represent the Debtors in connection with any adversary proceedings or automatic stay litigation which may be commenced by or against the Debtors; (k) review and analyze various claims of the Debtors' creditors and the treatment of those claims, and prepare, file and prosecute objections thereto; and (l) perform all other necessary legal services and provide all other necessary legal advise to the Debtors in connection with the Chapter 11 cases. In the one-year period prior to the Petition Date, the Debtors paid approximately $270,429 in fees and $20,709 in costs and expenses to Foley Hoag for both general corporate advice and, more recently, for bankruptcy-related advice. They also paid a retainer to the Firm for services rendered or to be rendered in contemplation of bankruptcy, the asset sale and in connection with preparations for the Chapter 11 cases in the amount of $150,000 on March 21, 2016, and $12,848 on April 29, 2016. To the best of the Debtors' knowledge, Foley Hoag has no connection with them, their creditors or any other party-in-interest, or their respective attorneys or accountants or the United States Trustee and does not represent any interest adverse to them or their estates, creditors or equity security holders in the matters for which it is proposed to be retained. About Modern Shoe Headquartered in Hyde Park, Massachusetts, Modern Shoe Company LLC and Highline United LLC are specialty designers, wholesalers, and importers of premium-segment footwear. The Debtors currently employ six designers, who design footwear for each season. The Debtors provide the design specifications, including style, color, and material, to third party manufacturers. The footwear is manufactured overseas, primarily in China, by JS Macao International, Universal Max and Ash (HK) Limited ("the Affiliate Manufacturers"), which companies share some common ownership with the Debtors' ultimate ownership. The Debtors also previously manufactured handbags, but discontinued that business in November 2015. Modern Shoe was originally founded by individual investors and a company called Grandview International Ltd. In 2009, Grandview acquired the interests of the individual investors and Modern Shoe became a wholly-owned subsidiary of Grandview. Grandview has also wholly-owned Highline since Highline's inception. Grandview is a holding company. In addition to the Debtors, Grandview owns 100% of the interests of two affiliated companies -- ASH Footwear International LLC and JMC Footwear LLC -- both of which were closed in 2015 and dissolved in early 2016. Grandview itself is owned by a holding company known as Highline United Holdings USA, Inc. Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case Nos. 16-11658 and 16-11659) on May 2, 2016. The petitions were signed by Kimberley Bradley as COO and CFO. Modern Shoe estimated assets in the range of $1 million to $10 million and liabilities of up to $50 million. Highline United estimated assets and liabilities in the range of $10 million to $50 million. The Debtors have hired Foley Hoag LLP as counsel, Verdolino & Lowey, P.C. as accountant and BErickson Group, LLC as restructuring advisor. Judge Melvin S. Hoffman has been assigned the cases. MODERN SHOE: Hires Verdolino & Lowey as Accountant -------------------------------------------------- Modern Shoe Company LLC and Highline United LLC seek permission from the Bankruptcy Court to employ Verdolino & Lowey, P.C. as their accountant and financial advisor. The Debtors contemplate that V&L will: (a) assist with the preparation of the schedules of assets and liabilities and statement of financial affairs; (b) advise and assist the Debtors with respect to the operation of their business, including payroll and other tax issues; (c) establish or maintain accounts, reserves and trusts, and handle general banking issues, as deemed necessary; (d) assist in reviewing the Debtors' books and records for preference and fraudulent transfer claims; (e) advice and assist concerning any proposed sale of assets, and/or a reorganization of the Debtors' financial affairs; (f) advice regarding the tax implications of asset recovery; (g) assist in valuation and insolvency analysis and, if necessary expert report preparation and testimony; (h) assist in reviewing, reconciling, and analyzing and, if necessary, objecting to proofs of claim; (i) assist in the preparation and filing of operating reports as required by the Bankruptcy Code, the Bankruptcy Rules, Local Rules, the United States Trustee's applicable guidelines, and orders of the bankruptcy court; (j) retain and maintain the Debtors' business records; (k) prepare and serve required notices and documents; and (l) provide other functions as requested by the Debtors or their counsel to assist in the Chapter 11 cases. The Debtors said V&L is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The current and customary hourly rates of V&L are: Level Rate/Hour ----- --------- Principals $445 Managers $245-$395 Staff $210-$375 Bookkeepers $185-$225 Clerical $90 V&L will also seek reimbursement for necessary expenses, incurred, which will include, but not limited to, travel, photocopying, delivery service, postage, vendor charges and storage charges. About Modern Shoe Headquartered in Hyde Park, Massachusetts, Modern Shoe Company LLC and Highline United LLC are specialty designers, wholesalers, and importers of premium-segment footwear. The Debtors currently employ six designers, who design footwear for each season. The Debtors provide the design specifications, including style, color, and material, to third party manufacturers. The footwear is manufactured overseas, primarily in China, by JS Macao International, Universal Max and Ash (HK) Limited ("the Affiliate Manufacturers"), which companies share some common ownership with the Debtors' ultimate ownership. The Debtors also previously manufactured handbags, but discontinued that business in November 2015. Modern Shoe was originally founded by individual investors and a company called Grandview International Ltd. In 2009, Grandview acquired the interests of the individual investors and Modern Shoe became a wholly-owned subsidiary of Grandview. Grandview has also wholly-owned Highline since Highline's inception. Grandview is a holding company. In addition to the Debtors, Grandview owns 100% of the interests of two affiliated companies -- ASH Footwear International LLC and JMC Footwear LLC -- both of which were closed in 2015 and dissolved in early 2016. Grandview itself is owned by a holding company known as Highline United Holdings USA, Inc. Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case Nos. 16-11658 and 16-11659) on May 2, 2016. The petitions were signed by Kimberley Bradley as COO and CFO. Modern Shoe estimated assets in the range of $1 million to $10 million and liabilities of up to $50 million. Highline United estimated assets and liabilities in the range of $10 million to $50 million. The Debtors have hired Foley Hoag LLP as counsel, Verdolino & Lowey, P.C. as accountant and BErickson Group, LLC as restructuring advisor. Judge Melvin S. Hoffman has been assigned the cases. MONAKER GROUP: Monaco Exercises Warrants for $300,000 ----------------------------------------------------- Monaco Investment Partners II, LP, on April 27, 2016, exercised warrants that were granted on Oct. 1, 2015 (expiring Sept. 30, 2016) at a price per share of $1.50 for 100,000 shares of common stock of Monaker Group, Inc. Also, on April 27, 2016, Monaco Investments exercised warrants that were granted on Nov. 3, 2015 (expiring Nov. 2, 2016) at a price per share of $1.50 for 100,000 shares of Common Stock of the Company, for aggregate cash proceeds of $300,000. Donald P. Monaco, a member of the Compoany's Board of Directors, is the managing general partner of Monaco Investments. About Monaker Group Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Next 1 Interactive reported a net loss of $50,500 on $1.1 million of total revenue for the year ended Feb. 28, 2015, compared with a net loss of $18.3 million on $1.5 million of total revenues for the year ended Feb. 28, 2014. As of Nov. 30, 2015, the Company had $6.94 million in total assets, $9.88 million in total liabilities and a total stockholders' deficit of $2.94 million. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred an operating loss of $5.44 million and net cash used in operations of $2.62 million for the year ended Feb. 28, 2015, and the Company had an accumulated deficit of $86.1 million and a working capital deficit of $12.8 million at Feb. 28, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NAVIENT CORP: Moody's Affirms Ba3 Sr. Unsecured Debt Rating ----------------------------------------------------------- Moody's Investors Service has affirmed Navient Corporation's Ba3 senior unsecured debt rating, (P)Ba3 senior unsecured debt shelf rating and Ba3 Corporate Family Rating. The outlook is stable. Issuer: Navient Corporation -- Affirmations: -- Corporate Family Rating , Affirmed Ba3 -- Senior Unsecured Shelf, Affirmed (P)Ba3 -- Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 -- Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE Moody's affirmed Navient's Ba3 ratings with a stable outlook to reflect the strong asset quality of its $126 billion legacy student loan portfolio, its stable earnings and solid, though diminished financial flexibility. The stable outlook reflects Moody's view that Navient will have sufficient resources to manage the $1.6 billion of unsecured debt maturing between now and the end of 2017 and will manage its liquidity and funding needs conservatively. The company's primary credit strength is its approximately $126 billion legacy student loan portfolio and the highly predictable cash flow generation of its $95 billion FFELP portfolio with the remainder comprised of private student loans. The performance of the private student loans has also been and is expected to remain solid. Net income has been steady ranging from 0.70% to 0.85% of total assets over the last three years. The largest risk facing the company is its refinancing risk over the next several years as unsecured debt matures. Over the last year, the company increased its reliance on secured funding because the cost of issuing unsecured debt increased through much of 2015. The shift encumbered assets and diminished the company's financial flexibility. As unsecured debt issuance costs recently declined, the company stated that it intends to access the unsecured debt market prior to year-end which would improve its liquidity position, a credit positive. "Another potential challenge to Navient's liquidity profile relates to the refinancing of the company's $16.6 billion of FFELP warehouse facilities given the reviews of existing term ABS bonds. However, given the government guarantees of the loans securing the warehouse facilities, we expect that the company will be able to refinance its warehouse facilities as needed." A rating upgrade is unlikely at this time, but positive credit developments would include a material decrease in financial leverage. A downgrade is possible if the company's financial flexibility declines. Given the current funding environment, it is very important for the company to maintain financial flexibility to manage the large level of unsecured debt maturing, particularly in 2018, 2019, and 2020. The ratings could also be downgraded if 1) the financial performance of the company deteriorates or 2) the value of the investment portfolio declines because of a large increase in prepayment speeds on the FFELP portfolio or rising delinquencies and defaults on the private student loan portfolio, for example. Navient is a student loan finance company headquartered in Wilmington, Delaware. NEPHROS INC: To Launch EndoPurTM Ultrafilters Later This Year ------------------------------------------------------------- As previously announced in a press release dated April 21, 2016, Nephros, Inc. submitted a Special 510(k) application to the U.S. Food and Drug Administration for its EndoPurTM ultrafilter designed to provide hemodialysis quality water. On April 28, 2016, the Company received a response from FDA, in which FDA noted that it had determined that the Special 510(k) should be converted to a Traditional 510(k). FDA requested additional information on the 20", 30" and 40" filter sizes and on the reusable external filter housing. Following discussions with FDA, the Company converted the Special 510(k) submission to a Traditional 510(k) submission for the 20", 30" and 40" filter sizes. The Company intends to file a separate Special 510(k) for the EndoPur 10" filter size in the near term. Due to the longer FDA review process associated with a Traditional 510(k) submission, the Company aims to launch the 20", 30" and 40" filter sizes early in the fourth quarter of 2016, subject to completion of the FDA clearance process. As the 10" filter size still qualifies for the Special 510(k) process, the Company aims to launch the 10" filter size early in the third quarter of 2016, subject to completion of the FDA clearance process. About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.08 million on $1.94 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $3.97 million in total assets, $1.30 million in total liabilities and $2.66 million in total stockholders' equity. Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Signs Master Exchange Agreement with Crede CG ---------------------------------------------------------- Net Element, Inc., disclosed with the Securities and Exchange Commission that on May 2, 2016, it entered into a Master Exchange Agreement with Crede CG III, Ltd. Prior to entering into the Agreement, Crede agreed to acquire three existing promissory notes that had been previously issued by the Company, of up to $3,965,000 in principal amount outstanding plus interest due to RBL Capital Group, LLC. Pursuant to the Agreement, the Company has the right, at any time prior to Dec. 31, 2016, to request Crede, and Crede agreed upon each such request, to exchange these promissory notes in tranches on the dates when the Company instructs Crede, for such number of shares of the Company's common stock as determined under the Agreement based upon the lower of (A) the closing bid price of Common Stock on the date of the applicable exchange notice and (B) (x) the average of the 3 lowest daily dollar volume-weighted average prices (VWAPs) of Common Stock during the 7 trading days immediately preceding the date of the applicable notice less (y) 12% of such average of the 3 lowest daily VWAPs of Common Stock. All such determinations will be appropriately adjusted for any stock split, stock dividend, reverse stock split, stock combination or other similar transaction during any measuring period. Each such tranche to be $100,000 unless otherwise agreed to by the Company and Crede. On May 2, 2016, the Company opted to exchange the first tranche in the aggregate amount of $281,142.47 for 978,568 shares of Common Stock based on the "exchange price" of $0.2873 per share for this first tranche. The Agreement provides that the Company will not effect any exchange or otherwise issue any shares of Common Stock under the Agreement if, after giving effect to such exchange or other share issuance under the Agreement, Crede and its affiliates would beneficially own in excess of 9.99% of the outstanding Common Stock. The Agreement further provides that, under no circumstances may the aggregate number shares of Common Stock issued to Crede under the Agreement at any time exceed 19.99% of the total number of shares of Common Stock outstanding or of the voting power unless the Company has obtained either (i) its stockholders' approval of the issuance of more than such number of shares of Common Stock pursuant to NASDAQ Marketplace Rule 5635(d) or (ii) a waiver from The NASDAQ Stock Market of the Company’s compliance with Rule 5635(d). About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.21 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $22.9 million in total assets, $13.9 million in total liabilities and $9.04 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NEW YORK CRANE: Asks Court to Extend Plan Exclusivity to Nov. 1 --------------------------------------------------------------- New York Crane & Equipment Corp., J.F. Lomma, Inc. (NJ), J.F. Lomma, Inc. (DE), and James F. Lomma ask Bankruptcy Judge Carla E. Craig for an order extending the Debtors' exclusive periods to file a plan of reorganization and solicit acceptances thereto for 180 days from May 5, 2016 and July 5, 2016 respectively, to November 1, 2016 and January 2, 2017, respectively. The Debtors are currently subject to two wrongful death judgments totaling $96 million, which are subject to a pending appeal. The Debtors are hopeful that they will obtain relief from the automatic stay to perfect and complete the appeal. The Debtors' motion for stay relief is now scheduled to be heard on May 11, 2016. The Debtors submit that cause exists for the requested extensions, since no plan can be formulated until the appeal is decided, and it is anticipated that the appeal will not be heard until the fall. About New York Crane New York Crane & Equipment Corp., J.F. Lomma, Inc. (De.), J.F. Lomma, Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-40043, 16-40044, 16-40045 and 16-40048, respectively. The petitions were signed by James F. Lomma as president. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Goldberg Weprin Finkel Goldstein LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the cases. The corporate Debtors operate crane, trucking and rigging companies doing business in New York City and other parts of the country. James Lomma is the president and sole shareholder of the corporate Debtors. On January 8, 2016, an Order was entered providing for the joint administration of these related Chapter 11 cases. An Official Committee of Unsecured Creditors has been appointed, and has tapped Togut, Segal & Segal LLP as its counsel. NEWBURY COMMON: Lists $4.5MM in Assets, $7.3MM in Debts ------------------------------------------------------- 220 Elm Street II, LLC, one of the Debtors in the bankruptcy cases of Newbury Common Associates, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware its statements of financial affairs, and schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $3,520,127 B. Personal Property $1,005,533 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,044,000 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-Priority Claims $328,789 -------------- -------------- Total $4,525,660 $7,372,789 A copy of the schedules is available for free at: http://bankrupt.com/misc/220ElmStreet_AddlD_Schedules.pdf About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NEWLEAD HOLDINGS: Needs More Time to File Annual Report ------------------------------------------------------- NewLead Holdings Ltd. has been unable to complete its annual report on Form 20-F for the fiscal year ended Dec. 31, 2015, on a timely basis, without unreasonable effort or expense, because the Company needs additional time to complete certain disclosures and analyses to be included in the 2015 Form 20-F, according to a regulatory filing with the Securities and Exchange Commission. The Company intends to file its annual report on Form 20-F no later than the 15th calendar day following the prescribed due date. The Company expects to report its coal business as held for sale and in discontinued operations in its annual financial statements for the year ended Dec. 31, 2015, and 2014. The Company expects to report net loss before preferred dividends for the year ended Dec. 31, 2015, at least 49% higher than net loss before preferred dividends for the same period in 2014, primarily due to discontinued operations of the coal business during the year ended Dec. 31, 2015, in relation to the Company's effort to set its new strategy and future developments. The expected losses from discontinued operations for the year ended Dec. 31, 2015, include an impairment charge of approximately $56 million as a result of the classification of assets as held for sale and due to market conditions. The expected net loss is subject to change as the Company is still in process of completing its annual financial statements. About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEXEO SOLUTIONS: S&P Affirms 'B' CCR & Revises Outlook to Positive ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on Nexeo Solutions LLC, and revised the outlook to positive from stable. At the same time, based on preliminary terms and conditions, S&P assigned a 'B' issue-level rating to the company's proposed $630 million senior secured term loan B. The recovery rating is '3', indicating S&P's expectation of meaningful (in the lower half of the 50% to 70% range) recovery in the event of payment default. The ratings on the existing term loan B and subordinated notes are unchanged. S&P will withdraw the ratings on this debt once the transaction closes and these tranches have been fully repaid. The rating action follows the announcement that WL Ross Holding Corp., a special purpose acquisition company, has acquired a majority stake in Nexeo, and that current majority owner, TPG Capital L.P., would maintain a 35% stake. "The positive outlook on Nexeo Solutions LLC reflects our view that the acquisition by WL Ross Holdings and the corresponding recapitalization has improved credit metrics due to a reduction in total debt," said S&P Global Ratings credit analyst Michael McConnell. The positive outlook indicates S&P's expectation of at least a one-in-three chance for an upgrade over the next 12 months. S&P continues to expect that favorable demand trends and ongoing cost reduction initiatives will allow the company to expand its margins. S&P do not believe the company will materially increase debt to fund further acquisitions or return cash to shareholders. At the rating, S&P expects the company to maintain FFO to debt below 12% over the next year. "We could raise the ratings within the next year if the company continues to improve profitability, and if it utilizes free cash flow to reduce debt leverage. In order to consider an upgrade we would expect FFO to debt to exceed 12%, which could result in our re-assessment of Nexeo's financial risk profile to aggressive from highly leveraged. The improvement in credit metrics could arise from debt paydown over the next 12 months. We could also upgrade the rating if margins expand by 100 basis points or revenue grows by 5%, and this results in moderately improved credit measures. These improvements could result from improved product mix, selling prices, or cost reductions. We would also need to gain comfort that the company's financial policies would be supportive of maintaining leverage at or above 12%, before considering an upgrade," S&P said. S&P could revise the outlook within the next year if an unfavorable product-mix shift, unexpected volume deterioration, or problems integrating recent acquisitions lead to contracting revenue and gross margins regressing toward 2014 levels (roughly a 100 basis point drop from 2015 levels). Such a scenario would result in FFO to debt remaining around 10% (pro forma for acquisitions), with limited likelihood of improvement within 12 months. S&P could also lower ratings if additional debt pushes leverage to this same level. NORANDA ALUMINUM: Info on Executive Compensation Disclosed ---------------------------------------------------------- Noranda Aluminum Holding Corporation filed with the Securities and Exchange Commission Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the Securities and Exchange Commission on March 30, 2016. Amendment No. 1, according to Noranda, is being filed solely to set forth information required by Part III, Items 11 and 12 of Form 10-K, which information was not included in the Original Form 10-K. Specifically, Noranda disclosed executive compensation, including "Compensation Discussion and Analysis". "In addition, the note preceded by an asterisk on the cover page of the Original Form 10-K has been amended to address this Amendment No. 1, and Part IV, Item 15 of the Original Form 10-K and the Index to Exhibits in the Original Form 10-K have been amended and restated solely to include as exhibits new certifications by our principal executive officer and principal financial officer," the Company said. Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-K and, except as set forth herein, does not update or modify the disclosures in the Original Form 10-K. A copy of the Amended Report is available at http://is.gd/inQxZs About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NUVERRA ENVIRONMENTAL: Moody's Alters PDR to 'Ca-PD/LD' ------------------------------------------------------- Moody's Investors Service changed Nuverra Environmental Solutions, Inc.'s Probability of Default rating to Ca-PD/LD following the company's debt restructuring that concluded on April 15, 2016. Moody's considers the conversion of $32 million of the company's $400 million of 2018 unsecured notes to equity and exchange of approximately $327 million of the notes to new second-lien secured, paid-in-kind (PIK) notes to be a distressed exchange. The exchange, with the PIK feature on the new second-lien notes (unrated) over the next 2+ years, provides much needed liquidity relief but results in only a negligible, post-transaction reduction (less than $10 million) in the company's total debt burden. While the PIK option provides temporary relief of cash interest expense, additional debt will be accruing at relatively high coupon rates during the PIK period. As a result, the Corporate Family Rating (CFR) was affirmed at Caa3 and the unsecured notes affirmed at C. Moody's also affirmed the SGL-4 Speculative Grade Liquidity rating and changed the rating outlook to stable from negative. Moody's took the following rating actions on Nuverra Environmental Solutions, Inc.: -- Corporate Family Rating, affirmed at Caa3 -- Probability of Default Rating, revised to Ca-PD/LD from Ca-PD -- 9.875% senior notes due 2018, affirmed at C, LGD-6 -- Speculative Grade Liquidity, affirmed at SGL-4 -- Rating outlook changed to stable from negative RATINGS RATIONALE Under the terms of Nuverra's out-of-court debt restructuring, participating unsecured note holders received new second-lien notes totaling approximately $327 million and $908,000 in shares of common stock to those tendering holders who elected to exchange for common stock. Nuverra's CEO will convert approximately $31 million of his notes into equity upon stockholder approval of an increase in the number of shares of common stock authorized. The new second lien notes PIK interest at 12.5% for the October 2016 scheduled interest payment, and convert to 50% PIK/50% cash pay at 10% for the next three scheduled payments before ending with cash payments at 10% until maturity in April 2021. In addition, Nuverra put in place a first-lien term loan (unrated) totaling $24 million that will PIK at 13% until maturity in April 2018. Moody's views the exchange of the original 2018 unsecured notes into new second-lien notes to be a distressed exchange and a limited default on the unsecured notes as it represents a diminished financial obligation relative to the original contract and had the effect of permitting Nuverra to avoid a potential payment default. As noted above, Moody's appended the Ca-PD PDR with a "/LD" designation indicating limited default. The "/LD" designation will be removed in approximately three business days. Approximately $40 million of the 2018 unsecured notes were not exchanged and remain outstanding. Since the majority of the original 2018 note holders agreed to the terms of the exchange offer, the majority of the covenants on the remaining 2018 notes were eliminated. The 2018 notes are now effectively subordinated to a significant amount of secured debt and would likely experience a substantial loss in the event of a default. Nuverra's Caa3 CFR reflects the sharp deterioration in the company's operating results in 2015, ongoing earnings pressure as the impact of the collapse in oil and natural gas prices on drilling activity lingers, debt-to-EBITDA in excess of 12x and it's still-limited liquidity position going forward. The exchange helps alleviate near-term liquidity pressure, but overriding operating challenges remain as drilling activity is curtailed and customers rein in capital spending and pursue cost reductions in the current price environment. Debt-to-EBITDA will remain high based on the limited amount of debt reduction occurring as part of the transactions as well as the PIK impact on the roughly $350 million of new secured debt. Accordingly, Moody's believes the risk of a more significant debt restructuring is high. Nuverra faces risks and challenges to maintain sufficient liquidity to meet its obligations as well as to effectively operate the business in the midst of the energy sector's severe downturn. The stable rating outlook considers the reduction in cash interest expense over the next two years and the additional headroom provided under the revised financial maintenance covenants, which provides some flexibility to evaluate operating developments. The continued decline in revenue and profitability leading to negative free cash flow, a deterioration of liquidity, or increase in the likelihood of a default could lead to a downgrade. An upgrade is unlikely over the near-to-intermediate term but an improved liquidity position that allows Nuverra sufficient time for market conditions to improve is necessary to consider a change to a higher rating. Operationally, an improved outlook for revenue and free cash flow, most likely driven by a sharp rebound in energy prices and drilling activity in the US, coupled with lower leverage and an improving liquidity profile could lead to higher ratings. Nuverra Environmental Solutions, Inc. provides full-cycle environmental solutions to energy end markets, focusing on the collection, transportation, treatment, recycling and disposal of restricted solids, water and wastewater. Customers are engaged in unconventional onshore energy exploration and production in the US, namely the drilling, completion and ongoing production of shale oil (the Bakken, Eagle Ford and Permian Basin shale areas) and natural gas (the Marcellus, Haynesville and Utica shale areas). Nuverra reported revenues of nearly $360 million for its fiscal year ended December 31, 2015, down from $535 million in 2014. NUVERRA ENVIRONMENTAL: S&P Affirms Then Withdraws 'SD' CCR ---------------------------------------------------------- S&P Global Ratings said that its 'SD' corporate credit rating on Scottsdale, Ariz.-based oilfield service provider Nuverra Environmental Solutions Inc. is unchanged. S&P's 'D' issue-level ratings on the company's senior unsecured debt are also unchanged. The recovery rating remains '4', indicating S&P's expectation of average (30% to 50%, higher end of the range) recovery in the event of a payment default. The ratings reflect S&P's assessment that there is the potential for additional exchanges of the company's existing 2018 notes, including the notes held by an entity controlled by Mark Johnsrud, CEO and chairman of the board of Nuverra. S&P has withdrawn the corporate credit and debt ratings at the company's request. ONEX TSG: Moody's Extends B1 Rating to New $130MM 1st Lien Loan --------------------------------------------------------------- Moody's Investors Service has extended the B1 rating on Onex TSG intermediate Corp.'s (the indirect parent of The Schumacher Group - "Schumacher") senior secured first lien term loan to the upsized facility. The facility is being upsized from $399 million to approximately $529 million. The incremental $130 million will fund the acquisition of ECI Healthcare Partners ("ECI"), a provider of emergency medicine, hospitalist and urgent care physician practice management. Despite a slight increase in leverage, Moody's views the acquisition as modestly credit positive due to the significantly broadened footprint, particularly in the mid-west, with the addition of almost 2 million annual patient visits. Pro forma for the transaction, Moody's expects adjusted debt to EBITDA including synergies to be about 5.4 times for the period ended December 31, 2015, compared to reported leverage of 5.3 times. Over the next twelve to eighteen months Moody's expects financial leverage to remain in the low 5.0 times range. The B2 Corporate Family Rating reflects Schumacher's small size relative to larger competitors, the company's high financial leverage and its significant exposure to uninsured patients. In addition, the company's high concentration in emergency medicine is a further constraint on the rating. Schumacher's rating is supported by favorable market trends within healthcare services outsourcing, strong organic growth and no significant customer concentration. Headquarter in Lafayette, LA, Onex TSG Intermediate Corp. is a national provider of integrated emergency medicine, hospital medicine services and healthcare advisory services. Schumacher operates in 28 states with nearly 1,600 non-clinician employees and over 4,500 clinicians. For the year ended December 31, 2015, Schumacher's net revenues were $1,004 million. Schumacher is owned by private equity sponsors Onex Partners Manager LP. PALADIN ENERGY: Seeks Authority to Use Cash Collateral ------------------------------------------------------ Paladin Energy Corp. seeks authority from the U.S. Bankruptcy Court to use Cash Collateral on an emergency, interim basis, for the period from the Petition Date to approximately June 1, 2016, in the amounts listed on the Budget. According to the Debtor, the Estate has a need for immediate and continuing usage of Cash Collateral to prevent immediate, irreparable, and substantial injury, and thus the Debtor further requests the Court's final authority to use Cash Collateral for an additional seven (7) month period, through December 31, 2016 subject to any further extension thereof by agreement or by future order of the Court. The Debtor narrates that it is indebted to its senior, secured lender, MUFG Union Bank, N.A., as the administrative agent, in the approximate amount of $22,952,403, as of the Petition Date which originated from the Debtor’s 2008 loan in the original principal amount of $40 million. The Debtor also requests that it be permitted a 10% variance for each Budget item for each period, with an overall Budget variance of no more than 15% in order to protect the Estate against unexpected variances and to minimize the need for additional motions and hearing. The Debtor acknowledges that it must provide adequate protection to the Bank in order to use Cash Collateral, and tells the Court that the Bank will be adequately protected because: (a) the Debtor's usage of Cash Collateral will lead to increased Cash Collateral as contemplated by the Budget, (b) the Debtor's usage of Cash Collateral will protect, preserve, maintain, safeguard, and enhance the Bank's collateral by avoiding a loss of interests and avoiding potentially disastrous liabilities being imposed against collateral, (c) the Debtor proposes to grant the Bank a lien in all property, and (d) the Debtor propose to grant the Lender a superpriority administrative claim, to the extent of any diminution in the value of Cash Collateral resulting from the Debtor's usage thereof. A full-text copy of the Cash Collateral Motion dated April 25, 2016 is available at http://bit.ly/1SZzgbT Proposed Attorneys for the Debtor-In-Possession: Davor Rukavina, Esq. Edward Clarkson, Esq. MUNSCH HARDT KOPF & HARR, P.C. 3800 Ross Tower 500 N. Akard Street Dallas, Texas 75201 Telephone: (214) 855-7500 Facsimile: (214) 978-5359 Email: drukavina@munsch.com eclarkson@munsch.com Paladin Energy Corp. sought protection under Chapter 11 of the Bankruptcy Code on April 21, 2016 (Bankr. N.D. Tex., Case No. 16-31590). The case is assigned to Judge Barbara J. Houser. The Debtor is represented by Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, P.C., in Dallas, Texas. The Debtor estimated assets ranging from $10 million to $50 million and estimated debts ranging from $10 million to $50 million. The petition was signed by George Fenton, president. PALMAZ SCIENTIFIC: Can Access $150K Financing ---------------------------------------------- Judge Craig A. Gargotta of the Bankruptcy Court for the Western District of Texas, San Antonio Division, authorizes Debtors Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC, and ABPS Venture One, Ltd., to borrow up to the aggregate amount of $150,000 (the "Third Advance"). Out of the Third Advance, $75,000 will be paid to Palmaz Scientific Inc. immediately upon entry of the Third Interim Order, while the remaining $75,000 will be paid on April 26, 2016 -- these payments will be made in care of Dr. Eugene Sprague. Texas Treasury Safekeeping Trust Company supports the entry of an order authorizing the Debtors to obtain DIP financing on a final basis, and allowing the Debtors and their professionals the opportunity to pursue a sale of the Debtors’ assets in accordance with Section 363 of the Code. Trust Company sees no reason to halt the Chapter 11 bankruptcy process considering that the Debtor’s case is still relatively new, thus conversion of these cases to cases under Chapter 7 of the Code would likely serve to diminish, rather than enhance, the value of the Debtors and the likelihood of any meaningful recovery by creditors. A full-text copy of the Third Interim DIP Order dated April 21, 2016 is available at http://is.gd/JOF59X Palmaz Scientific Inc., et al. are represented by: Michael M. Parker, Esq. Steve A. Peirce, Esq. NORTON ROSE FULBRIGHT US LLP 300 Convent Street, Suite 2100 San Antonio, TX 78205-3792 Telephone: (210) 224-5575 Facsimile: (210) 270-7205 Email: michael.parker@nortonrosefulbright.com steve.peirce@nortonrosefulbright.com Texas Treasury Safekeeping Trust Company is represented by: J. Casey Roy, Esq. ASSISTANT ATTORNEY GENERAL Bankruptcy & Collections Division P. O. Box 12548 Austin, Texas 78711-2548 Telephone: (512) 463-2173 Facsimile: (512) 936-1409 Email: casey.roy@texasattorneygeneral.gov 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. PEABODY ENERGY: Add'l Info on D&Os, Corp. Governance Filed ---------------------------------------------------------- Peabody Energy Corporation filed with the Securities and Exchange Commission Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the Securities and Exchange Commission on March 16, 2016. "The Company is filing this Amendment solely to include information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from a definitive proxy statement if such statement is filed no later than 120 days after the Company's fiscal year end," the Company said. On April 13, 2016, the Company and a majority of the Company's wholly owned domestic subsidiaries, as well as one international subsidiary in Gibraltar, filed voluntary petitions for reorganization under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. As such, the Company does not expect to file a definitive proxy statement containing this information before April 29, 2016 and therefore the Company is filing this Amendment to include the Part III information in its Form 10-K. Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated certifications from the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of the Company's principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.3 and 31.4. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Part IV, Item 15 has also been amended to include certain exhibits required to be filed as part of this Amendment. This Amendment amends and restates in its entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K, and it deletes the reference on the cover of the Original Form 10-K to the incorporation by reference to portions of the definitive proxy statement into Part III of the Original Form 10-K. Except as described above, this Amendment does not otherwise revise, restate, modify or update any information in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC prior to the time of the filing of the Original Form 10-K. A copy of the Amendment is available at http://is.gd/snhBR5 About Peabody Energy Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. PEABODY ENERGY: May 17 Final Hearing on Bid to Limit Equity Trades ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Missouri will convene a hearing on May 17 to consider final approval of the request of Peabody Energy Corporation to establish notice and objection procedures that must be satisfied before certain transfers of beneficial interests in equity securities in PEC are deemed effective. Objections to the request are due May 12 The common stock of PEC is publicly traded. As of April 4, 2016, there were approximately 18,530,028 shares of PEC common stock outstanding, with a total market capitalization of approximately $43 million. As of the Petition Date, PEC also has outstanding $732.5 million in principal amount of convertible junior subordinated debentures that are generally convertible into shares of PEC perpetual preferred stock upon the occurrence of certain events but may be converted into shares PEC common stock in limited circumstances. The Debtors have incurred losses and other creditable expenses for federal income tax purposes during the course of operating their business. As of Dec. 31, 2015, the Debtors currently estimate they have net federal tax credits of approximately $635 million and federal tax capital losses of approximately $180 million, and the Debtors expect to incur additional tax losses and credits through the Petition Date and through the time that they emerge from their chapter 11 cases. NOLs are valuable tax attributes, which could translate into future reductions of the Debtors' income tax liabilities. Because an "ownership change" may negatively impact the Debtors' utilization of their NOLs, the Debtors proposed these procedures: * Any "substantial equityholder" -- entity that has direct or indirect beneficial ownership of at least at least 833,852 shares (representing approximately 4.5% of the 18,530,028 issued and outstanding shares of common stock) of PEC -- must serve and file a declaration on or before the later of (i) 14 days after the date of the interim order approving the procedures and (ii) 14 days after becoming a substantial shareholder. * At least 28 days prior to effectuating any transfer of the equity securities that would result in another entity becoming a substantial shareholder, the parties to such transaction must serve and file a notice of the intended stock transaction. * The Debtors have 21 days after receipt of the stock transaction notice to object to the proposed transaction. * If the Debtors do not object, the proposed transaction may proceed. * Any transfer of the equity securities in violation of the procedures will be null and void ab initio. The Court has approved the Debtors' equity transfer procedures on an interim basis. On April 18, the Court entered an amended interim order. About Peabody Energy Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. * * * A copy of the affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/Peabody_7_1st_Day_Affidavit.pdf PENTON BUSINESS: S&P Raises CCR to 'B+' on Reduced Leverage ----------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on New York City-based business-to-business media company Penton Business Media Holdings Inc. to 'B+' from 'B'. The rating outlook is stable. At the same time, S&P raised its issue-level ratings on the company and its subsidiaries' debt by one notch, in line with the corporate credit rating. The recovery ratings on the debt remain unchanged. "The upgrade reflects our expectation that Penton will maintain lease-adjusted leverage below 5x on a sustained basis," said S&P Global Ratings credit analyst Jawad Hussain. "We expect the company to continue to moderately grow EBITDA, and that it will use its healthy discretionary cash flow generation to fund tuck in acquisitions and repay debt while maintaining a less aggressive financial policy, where leverage remains in the 4x-5x area -- in line with our aggressive financial risk profile assessment." The stable outlook reflects S&P's expectation that Penton will continue to have healthy discretionary cash flow, leverage in the 4x-5x area, and adequate liquidity. S&P could lower its corporate credit rating on Penton if the company's adjusted leverage increases above 5.5x. This could result from a special dividend to the private equity owners, debt-financed acquisitions, or an economic downturn resulting in weaker operating performance. Although unlikely over the next year, S&P could raise the rating if the company meaningfully increases its scale and diversity among end markets and reduces leverage to about 4x due to stronger-than-expected operating performance and continued debt repayment. PIONEER HEALTH: Can Access Cash Collateral Through May 22 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorizes Pioneer Health Services, Inc. and its affiliated debtors to use cash collateral as set forth in the Budget and under the terms of the Third Interim Order in order to satisfy their immediate liquidity needs through May 22, 2016. A full-text copy of the Third Interim Cash Collateral Order dated April 27, 2016, with Budget is available at http://is.gd/pvaxJx Community Capital Bank of Virginia, as Servicing Agent for VCC 08-05, LLC and Virginia Community Capital, Inc., opposed to the terms contained in the Debtors' proposed order granting the use of cash collateral that provides that superpriority administrative expense claims of Capital One Commercial Banking and the Internal Revenue Service and to the extent that the proposed order presumably attempts to authorize the use of cash collateral through July 2016 on the same terms as the Second Cash Collateral Order, without any statement to this effect as well as it does not specify the terms on which the use of cash collateral is authorized. Although the Official Committee of the Unsecured Creditors supports the Debtors' use of Cash Collateral, however, after the Committee has communicated number of issues to the Debtors' counsel and counsel for Capital One as needing revision in the Cash Collateral Order, there remains only two unresolved issues: (1) Reporting Requirements: The Second Interim Cash Collateral Order directs the Debtors to "continue all reporting to [Capital One] as required by the Revolving Loan Credit Documents and Term Loan Credit Documents." Thus, Capital One should disclose to the Court and the Committee exactly what reporting it requires in order to evaluate the Debtors’ use of Cash Collateral, especially when a violation would constitute an Event of Default that would result in the termination of the Debtors' right to use Cash Collateral and have potentially catastrophic consequences. (2) Requirement of Cure: "Event of Default" is defined in of the Second Interim Cash Collateral, but the order makes no provision for notice to the Debtor, Committee, or the U.S. Trustee of any alleged default or allowance for an opportunity to cure. Therefore, Order should be modified to include that "the Debtors, the Committee, and the U.S. Trustee should be provided with written notice of any alleged default and provided at least five (5) business days to cure before such alleged default constitutes an "Event of Default" and potentially terminates the Debtors' right to use Cash Collateral." The Official Committee of the Unsecured Creditors is represented by: Darryl S. Laddin, Esq. Sean C. Kulka, Esq. ARNALL GOLDEN GREGORY LLP 171 17th Street, N.W., Suite 2100 Atlanta, Georgia 30363-1031 Telephone: (404) 873-8500 Facsimile: (404) 873-8501 Email: darryl.laddin@agg.com sean.kulka@agg.com -- and -- James A. McCullough, II, Esq. BRUNINI, GRANTHAM, GROWER & HEWES, PLLC Post Office Drawer 119 Jackson, Mississippi Telephone: (601) 948-3101 Facsimile: (601) 960-6902 Email: jmccullough@brunini.com Special Conflicts Counsel for Community Capital Bank of Virginia, as Servicing Agent for VCC 08-05, LLC and Virginia Community Capital, Inc.: John D. Moore, Esq. LAW OFFICE OF JOHN D. MOORE, P.A. 301 Highland Park Cove, Suite B Ridgeland, MS 39157 Telephone: (601) 853-9131 Facsimile: (601) 853-9139 Email: john@johndmoorepa.com About Pioneer Health Pioneer Health Services, Inc. and its debtor-affiliates, including Medicomp Inc., filing separate Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Case No. 16-01119 to 16-01126) on March 30, 2016. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Pioneer Health Services estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Joseph S. McNulty III, president. PIONEER HEALTH: Lender Seeks Adequate Protection ------------------------------------------------ Community Capital Bank of Virginia, as Servicing Agent for VCC 08-05, LLC, and Virginia Community Capital, Inc., ask the U.S. Bankruptcy Court to compel adequate protection from Pioneer Health Services of Patrick County, Inc. The Lender tells the Court that the payoff due to the VCC Lender is no less than $6,981,060, plus unearned interest, charges, legal fees and expenses, and past due arrearage of $108,184 for the Debtor’s failure to make monthly payments for the months of February, March and April, 2016, while the payoff due to the Community Capital Lender is no less than $117,443 together with unearned interest, charges, legal fees and expenses -- monthly payment of principal and interest in the amount of $2,986 is currently due. The Lender also narrates that the Debtor should be required to pay past due real estate taxes and keep current all future real estate taxes as a form of adequate protection considering that the Town of Stuart and the County of Patrick maintained taxes liens in the collective amount of $51,972 for unpaid 2015 real estate taxes with respect to the Property plus an additional tax obligation of approximately $18,116 falling due on June 5, 2016 for continued accruing interest and penalties. Accordingly, the Lender avers that although the Lenders are oversecured with respect to the Property, but as the interest and taxes continue to accrue, the equity in the Property continues to erode such that the Debtor should be required to make the regular monthly payments in the amounts required under the Notes as the interest accrues since the Lenders face a loss of equity in an amount equal to any decrease in the value of the Property. Moreover, the VCC Lender expresses its willingness to accept payments as partial adequate protection with the monthly payments being calculated at the default rate of interest of 5.927933 percent per annum in June, 2016. The Court has scheduled a hearing on the Motion to be held on May 20, 2016 and any responses are due by the 12th of May. Counsel for Community Capital Bank of Virginia, as Servicing Agent for VCC 08-05, LLC and Virginia Community Capital, Inc.: Michael A. Condyles, Esq. Jeremy S. Williams, Esq. KUTAK ROCK LLP Bank of America Center 1111 East Main Street, Suite 800 Richmond, Virginia 23219-3500 Telephone: (804) 644-1700 Facsimile: (804) 783-6192 Email: michael.condyles@kutakrock.com jeremy.williams@kutakrock.com -- and -- Kristina M. Johnson, Esq. Jones Walker LLP 190 East Capitol Street Jackson, MS 39201 Telephone: (601) 949-4785 Facsimile: (601) 949-4804 Email: kjohnson@joneswalker.com About Pioneer Health Pioneer Health Services, Inc. and its debtor-affiliates, including Medicomp Inc., filing separate Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Case No. 16-01119 to 16-01126) on March 30, 2016. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Pioneer Health Services estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Joseph S. McNulty III, president. POPEXPERT INC: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------- The U.S. trustee for Region 17 appointed three creditors of PopExpert, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Learn Capital Venture Partners II, L.P. 620 Congress Ave., STE 200 Austin, TX 78701 (2) Pacific Sequoia Holdings, LLC 250 University Ave., Suite 300 Palo Alto, CA 94301 (3) Michael Angiletta Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About PopExpert PopExpert, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of California (San Francisco) (Case No. 16-30390) on April 12, 2016. The petition was signed by Ingrid Sanders, chief executive officer. The Debtor is represented by Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton. The case is assigned to Judge Hannah L. Blumenstiel. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. PORTER BANCORP: Posts $1.48 Million Net Income for First Quarter ---------------------------------------------------------------- Porter Bancorp, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $1.48 million on $9.18 million of interest income for the three months ended March 31, 2016, compared to net income of $594,000 on $9.20 million of interest income for the same period in 2015. As of March 31, 2016, Porter Bancorp had $938 million in total assets, $904 million in total liabilities and $34.6 million in total stockholders' equity. Total assets decreased $10.6 million, or 1.1%, to $938 million at March 31, 2016, from $949 million at Dec. 31, 2015. This decrease was primarily attributable to a decrease in cash and cash equivalents of $13.0 million, a decrease in securities available for sale of $3.5 million, and a decrease in OREO of $1.4 million, offset by an increase in bank owned life insurance of $5.1 million and an increase of $1.9 million in net loans receivable. A full-text copy of the Form 10-Q is available for free at: http://is.gd/BdVFLm About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $3.21 million on $36.57 million of interest income for the year ended Dec. 31, 2015, compared to a net loss of $11.15 million on $39.51 million of interest income for the year ended Dec. 31, 2014. The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that "the Company has incurred substantial losses in 2015, 2014 and 2013, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern." POSITIVEID CORP: Closes $437,500 Securities Purchase Agreement -------------------------------------------------------------- PositiveID Corporation, on April 27, 2016, closed a Securities Purchase Agreement with Union Capital, LLC, providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $437,500, with the first note being in the amount of $218,750 and the second note being in the amount of $218,750. Union Note I has been funded, with the Company receiving $210,000 of net proceeds (net of original issue discount). With respect to the Union Note II, Union issued a secured note to the Company in the same amount to offset the Union Note II. The funding of Union Note II is subject to certain conditions as described in Union Note II. Union is required to pay the principal amount of the Union Secured Note in cash and in full prior to executing any conversions under the Union Note II. The Union Notes bear an interest rate of 12%, and are due and payable on April 27, 2017. The Union Notes may be converted by Union at any time into shares of Company's common stock (as determined in the Notes) calculated at the time of conversion, except for Union Note II, which requires full payment of the Union Secured Note by Union before conversions may be made. The Union Notes are long-term debt obligations that are material to the Company. The Union Notes may be prepaid in accordance with the terms set forth in the Union Notes. The Union Notes also contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission, and increases in the amount of the principal and interest rates under the Union Notes in the event of such defaults. In the event of default, at the option of Union and in Union's sole discretion, Union may consider the Union Notes immediately due and payable. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $11.5 million on $2.94 million of revenues for the year ended Dec. 31, 2015, compared with a net loss attributable to common stockholders of $8.22 million on $945,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, PositiveID Corp had $4.69 million in total assets, $16.5 million in total liabilities and a stockholders' deficit of $11.8 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss, and used cash for operating activities of approximately $11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31, 2015, the Company had a working capital deficiency, a stockholders' deficit and an accumulated deficit of approximately $10,694,000, $11,842,000 and $144,161,000 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. QUEST SOLUTION: Appoints Joey Trombino as Chief Financial Officer ----------------------------------------------------------------- Quest Solution, Inc., announced that it has appointed Joey Trombino as chief financial officer. Mr. Trombino will be located at the Montreal, Canada office. Mr. Trombino was previously interim chief financial officer at Asturia Technologies Inc., a privately held provider of an advanced software platform converging the physical and virtual gaming spaces. Previously, he was Interim CFO of Hybrid Paytech World, a Fintech technology leader in the digital incentives, couponing and payment space listed on the Canadian Securities Exchange under ticker MOS. Previously, he was chief financial officer at Malaga, Inc, a mining company dual-listed on the Toronto Stock Exchange and OCTQX. Gilles Gaudreault, chief executive officer of Quest Solution, commented, "Joey is a seasoned accounting and finance executive who brings terrific skills and experience across both the public and private markets to our Company. By consolidating our finance leadership with the rest of the executive team in Montreal, we expect to realize operational efficiencies and streamline our processes. We are excited to have him join our team and look forward to him communicating with our investors in the near term." Mr. Trombino added, "Quest is a compelling company uniquely positioned for sustainable growth, and I am excited to join the team at this point in the company's development. I realize I am entering this position in the middle of our preparation of our 10-Q for the first quarter, so I have already begun to hit the ground floor running. I look forward to formally meeting our shareholders on our quarterly investor conference call." Mr. Trombino replaces Scot Ross, who has resigned from the position of Chief Financial Officer, effective immediately. Mr. Ross has moved to the position of Vice-President of Finance, a role that will allow him to continue to provide accounting and finance support to Mr. Trombino from the Company's California office. Scot Ross added, "From serving as the CFO for the past two acquisitions and now having the CEO located on the East Coast, it is more efficient to have the CFO in the same office as the CEO. I am looking forward to continuing to assist the company." In connection with Mr. Trombino's appointment as chief financial officer of the Company, the Company and Mr. Trombino entered into an Employment Agreement, dated April 19, 2016. The Trombino Employment Agreement has an initial term of two years, which Term will automatically renew for successive one year terms unless terminated by either party upon notice given no later than 60 days' before to the end of the then-current Term. Mr. Trombino's initial base salary will be C$180,000 per year. Mr. Trombino will be eligible to receive (i) a one-time sign-on bonus of 100,000 shares of the Company's restricted common stock, which shares will vest on the one year anniversary of the effective date of the Trombino Employment Agreement and (ii) a performance bonus at the end of the Company's fiscal year 2016 based on measurable objectives, to be approved by the CEO and the Compensation Committee, equal to up to 30% of his base salary. About Quest Solution Quest Solution (formerly known as Amerigo Energy, Inc.) is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Quest Solution reported a net loss of $1.71 million on $63.9 million of total revenues for the year ended Dec. 31, 2015, compared to net income of $301,649 on $37.3 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Quest Solution had $51.9 million in total assets, $52.3 million in total liabilities and a total stockholders' deficit of $471,367. The Company's auditors RBSM LLP, in Leawood, Kansas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUICK CHANGE ARTIST: Court Extends Plan Exclusivity to June 21 -------------------------------------------------------------- At the behest of Quick Change Artist LLC, the U.S. Bankruptcy Court for the Southern District of Florida extended the period within which the Debtor has the exclusive right to file its Plan and Disclosure Statement pursuant to 11 U.S.C. Sec. 1121(e) by 60 days, up to and including June 21, 2016. In seeking an extension, the Debtor explains it is in the midst of an adversary proceeding to recover substantial funds to aid in reorganization and in negotiations with its secured creditor. The Debtor is also anticipating an increase in sales over the spring months and the additional data will aid in formulating reliable projections. Creditor Wal-Mart Stores, Inc. Global Shared Services is represented by Jamie Blucher, Esq. -- jblucher@zkslawfirm.com, jconcannon@zkslawfirm.com Quick Change Artist, LLC is also represented by Julianne R. Frank, Esq. -- fwbbnk@fwbpa.com, jrfbnk@gmail.com Creditor Gulf Coast Bank & Trust Co is represented by Siobhan E Grant, Esq. -- sepg@lgplaw.com, amm@lgplaw.com -- and Laudy Luna, Esq. -- ll@lgplaw.com, de@lgplaw.com Creditor Iris T. Accessories is represented by Barry P Gruher, Esq. -- bgruher@gjb-law.com, vlambdin@gjb-law.com; gjbecf@gjb-law.com; cesser@gjblaw.com; chopkins@gjb-law.com Creditor Gulf Coast Bank & Trust Co is represented by David H Haft -- dhaft@tobinreyes.com, eservice@tobinreyes.com; dboentgen@tobinreyes.com Creditor CORA USA, LLC is represented by Amy D. Harris, Esq. -- aharris.ecf@srbp.com, aharris@srbp.com Creditor Palm Beach County Tax Collector is represented by Orfelia M Mayor, Esq. -- omayor@ombankruptcy.com, legalservices@pbctax.com; carmen@ombankruptcy.com; cmbk@ombankruptcy.com; omayor@ecf.inforuptcy.com Creditors Jan Art Development, LLC and George Janssen are represented by David A Ray, Esq. -- dray@draypa.com, draycmecf@gmail.com; sramirez.dar@gmail.com Counsel to the Debtor: Malinda L. Hayes, Esq. MARKARIAN FRANK WHITE-BOYD & HAYES 2925 PGA Blvd., Suite 204 Palm Beach Gardens, FL 33410 Tel: (561) 626-4700 Fax: (561) 627-9479 E-mail: malinda@businessmindedlawfirm.com mlhbnk@gmail.com Quick Change Artist, LLC, based in Lake Park, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 15-25377) on August 26, 2015. Hon. Paul G. Hyman, Jr. presides over the case. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Dominique Barteet, president. RAILYARD COMPANY: Judge Delays Approval of WFD&A's Bid to Withdraw ------------------------------------------------------------------ A U.S. bankruptcy judge has said he will delay approval of William F. Davis & Assoc. P.C.'s motion to withdraw as legal counsel of Railyard Company LLC. In a court order, Judge Robert Jacobvitz of the U.S. Bankruptcy Court in New Mexico, said he will grant the request if the company files a motion to hire a new counsel or if a Chapter 11 trustee is appointed. Railyard Company wanted to terminate the services of the firm because of "irreconcilable differences," according to court filings. About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. REALOGY HOLDINGS: Incurs $42 Million Net Loss in First Quarter -------------------------------------------------------------- Realogy Holdings Corp. and Realogy Group LLC filed with the Securities and Exchange Commission their quarterly report on Form 10-Q disclosing a net loss of $42 million on $1.13 billion of net revenues for the three months ended March 31, 2016, compared to a net loss of $32 million on $1.06 billion of net revenues for the same period in 2015. As of March 31, 2016, Realogy Holdings had $7.40 billion in total assets, $5.04 billion in total liabilities and $2.35 billion in total equity. "During the quarter, we delivered solid revenue growth, and made progress on our key priorities to enhance the efficiency of our operations, strengthen our technology offerings and maximize the profitability of our integrated business model," said Richard A. Smith, Realogy's chairman, chief executive officer and president. "The spring selling season is shaping up in line with industry forecasts for sales volume, and we are encouraged by the level of demand we are seeing in this inventory-constrained market. We are confident that our differentiated technology platform, and the continued investments we are making to enhance our value proposition, position us well to capitalize on an improving housing market." For the second quarter of 2016, Realogy expects to achieve homesale transaction volume gains in the range of 3% to 7% year-over-year. Based on the Company's closed and open sales activity in April and the first several days of May, Realogy expects second quarter homesale transaction sides to be up 3% to 5% year-over-year and average homesale price to be flat to up 2% on a company-wide basis. Realogy's guidance is in line with industry forecasts that expect an average of 5% transaction volume growth for the second quarter. In the current market environment, the Company is on track to continue to generate significant free cash flow for full year 2016. "We continue to make significant progress toward our strategic financial objectives -- optimizing our cost structure, executing our share repurchase program and delevering the balance sheet, which is the strongest it has been since we went public," said Anthony E. Hull, executive vice president, chief financial officer and treasurer. The Company ended the quarter with cash and cash equivalents of $283 million. Total long-term corporate debt, including the short-term portion, net of cash and cash equivalents, totaled $3.5 billion at March 31, 2016. The ratio of total corporate debt, net of cash and cash equivalents, to Adjusted (Covenant) EBITDA for the 12 months ended March 31, 2016 was 4.1 times. On May 2, 2016, the Company used a combination of cash on hand and borrowings under its revolving credit facility to retire the $500 million of 3.375% Senior Notes that matured at that time. A full-text copy of the Form 10-Q is available for free at: http://is.gd/cFCFpu About Realogy Holdings Corp. Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising with company-owned real estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogy's brands and business units include Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise system members operate approximately 13,500 offices with 251,000 independent sales associates doing business in 104 countries around the world. Realogy is headquartered in Madison, N.J. Realogy Holdings reported net income attributable to the Company of $143 million on $5.32 billion of net revenues for the year ended Dec. 31, 2014, compared to net income attributable to the Company of $438 million on $5.28 billion of net revenues during the prior year. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. REALOGY HOLDINGS: Stockholders Elect 6 Directors ------------------------------------------------ At the annual meeting of stockholders of Realogy Holdings Corp. held on May 4, 2016, the stockholders: (a) elected Raul Alvarez, Marc E. Becker, Ann Hailey, Duncan L. Niederauer, Richard A. Smith and Michael J. Williams as directors; (b) approved, on an advisory basis, the compensation of the named executive officers; (c) ratified the appointment of PricewaterhouseCoopers LLP to serve as the Realogy Holdings' independent registered accounting firm for fiscal year 2016; and (d) approved the Amended and Restated 2012 Long-Term Incentive Plan. About Realogy Holdings Corp. Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising with company-owned real estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogy's brands and business units include Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise system members operate approximately 13,500 offices with 251,000 independent sales associates doing business in 104 countries around the world. Realogy is headquartered in Madison, N.J. Realogy Holdings reported net income attributable to the Company of $143 million on $5.32 billion of net revenues for the year ended Dec. 31, 2014, compared to net income attributable to the Company of $438 million on $5.28 billion of net revenues during the prior year. As of March 31, 2016, Realogy Holdings had $7.40 billion in total assets, $5.04 billion in total liabilities and $2.35 billion in total equity. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. RELATIVITY FASHION: Admin. Claims Bar Date Set for May 29 --------------------------------------------------------- Relativity Fashion LLC's Fourth Amended Plan of Reorganization was declared effective April 14, 2016. The Plan was confirmed on February 8, 2016, by the United States Bankruptcy Court for the Southern District of New York. Accordingly, requests for payment of Administrative Claims (other than Fee Claims, and Administrative Claims based on Liabilities incurred by a Debtor in the ordinary course of its business as described in Section II.A.1.c of the Plan) must be Filed and served on the Reorganized Debtors no later than May 29, 2016, which is 45 days after the Effective Date. Objections to those requests, if any, must be Filed and served on the Reorganized Debtors and the requesting party no later than July 13, 2016, or 90 days after the Effective Date. Professionals or other Entities asserting a Fee Claim for services rendered before the Effective Date must File and serve on the Reorganized Debtors and such other Entities who are designated by the Bankruptcy Rules, the Fee Order or other order of the Bankruptcy Court an application for final allowance of such Fee Claim no later than June 13, 2016, or 60 days after the Effective Date. Any Proofs of Claim asserting Claims arising from the rejection of the Debtors' Executory Contracts and Unexpired Leases pursuant to the Plan or otherwise must be filed with the Notice and Claims Agent within 30 days after the later of (a) April 14, which is the filing of the Notice, or (b) to the extent the rejection relates to a contract that is subject to a pending objection as of the date of entry of the Confirmation Order, the entry of an order of the Bankruptcy Court confirming that rejection. All Allowed Claims arising from the rejection of the Debtors' Executory Contracts and Unexpired Leases shall constitute General Unsecured Claims and shall be treated in accordance with Section II.C.10 of the Plan. The Debtors are represented by: SHEPPARD MULLIN RICHTER & HAMPTON LLP Craig A. Wolfe, Esq. Malani J. Cademartori, Esq. 30 Rockefeller Plaza New York, New York 10112 Tel: (212) 653-8700 Fax: (212) 653-8701 E-mail: cwolfe@sheppardmullin.com mcademartori@sheppardmullin.com - and - JONES DAY Richard L. Wynne, Esq. Bennett L. Spiegel, Esq. Lori Sinanyan, Esq. Monika S. Wiener, Esq. 222 East 41st Street New York, NY 10017 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: rlwynne@jonesday.com blspiegel@jonesday.com lsinanyan@jonesday.com mwiener@jonesday.com About Relativity Fashion Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth Amended Plan. A copy of the Fourth Amended Plan is available at http://is.gd/wZI1gd ROVI CORP: S&P Puts 'B+' CCR on Watch Pos. on Pending TiVo Deal --------------------------------------------------------------- S&P Global Ratings said that it placed its ratings on Rovi Corp., including the 'B+' corporate credit rating, on CreditWatch with positive implications. "The CreditWatch placement is based on Rovi's announcement that it will acquire TiVo Inc. (unrated) for approximately $1.1 billion," said S&P Global Ratings credit analyst Elton Cerda. Rovi will pay about 25% of the consideration in cash and the remainder with company shares. The acquisition will broaden Rovi's business lines, improve the combined company's technology in content guidance and discovery, and decrease Rovi's adjusted debt leverage. S&P will resolve the CreditWatch placement after the acquisition is completed and following its discussions with management on business' outlook and financial policy. At this point, S&P believes that the potential upgrade will likely be limited to one-notch (to 'BB-'). SANTA CRUZ BERRY: Admin Claimants Oppose Settlement with Creditors ------------------------------------------------------------------ Administrative Claimants Robert Stephens, Julie Packard and Nancy Burnett oppose the Motion filed by Debtors Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, seeking for the Court's approval of a Global Settlement with Tom Lange Company, Inc. and Tom Lange Company International, California Coastal Rural Development Corporation and Del Mar Food Products Corp. The Administrative Claimants complain that all throughout the course of these jointly administered cases, the lien priority disputes between Tom Lange and Cal Coastal have predominated, using the bankruptcy process for the purpose of litigating their lien priority disputes and liquidating their collateral. While Administrative Claimants have been led to believe that the Corralitos estate has sufficient assets to pay all allowed administrative claims, however the Motion lacks transparency regarding how the settlement will have an impact of administrative and unsecured creditors other than the parties to the settlement themselves. Thus Administrative Claimants strongly object to the dilution of the Corralitos estate to fund distributions to holders of claims against Santa Cruz. Accordingly, the Administrative Claimants tell the Court to address and determine whether or not substantive consolidation of the Corralitos and Santa Cruz estates is warranted. California Coastal Rural Development Corporation in joining the Debtors' Motion, informs the Court and all interested parties of an exception to the "release and discharge," as evidenced by the express terms of the Settlement Agreement and Releases that "the foregoing releases do not extend to any individual liability existing under separate obligations or guaranties owed to Cal Coastal, Del Mar or TL Parties by Robert Fritz Koontz, Andrew D. Koontz, and Rodney S. Koontz [which] are hereby preserved, irrespective of any relationship with Debtors." The Debtor, Tom Lange Company, Inc. and Tom Lange Company International, Inc. responded to the Administrative Claimants' opposition stating that the Debtors' assets remain separate and are subject to separate liens -- the Settlement specifically contemplates and provides the pending release by Cal Coastal of any alter ego claims or efforts to seek "substantive consolidation or anything else that could impact either Estate, in a collective sense." Moreover, the Parties explains that although the SCBF estate is already administratively insolvent the Corralitos estate is not, and accordingly, being administrative claimants in both cases, the Administrative Claimants will be paid in full whereas the secured creditors will receive nothing from the assets held by the Corralitos estate. Additionally, in the absence of the Agreement, protracted litigation involving the Parties to the Agreement will undoubtedly render the Corralitos estate administratively insolvent. Therefore, the Agreement is in the best interests of the administrative and unsecured creditors, as it averts litigation that would otherwise render both estates administratively insolvent. Santa Cruz Berry Farming Company, LLC, is represented by: Thomas A. Vogele, Esq. THOMAS VOGELE & ASSOCIATES, APC 3199 Airport Loop Drive, Suite A3 Costa Mesa, California 92626 Telephone: 714-641-1232 Facsimile: 888-391-4105 Email: tvogele@tvalaw.com California Coastal Rural Development Corporation is represented by: Effie F. Anastassiou, Esq. Stephen J. Beals, Esq. ANASTASSIOU& ASSOCIATES 242 Capitol Street Post Office Box 2210 Salinas, California 93902 Telephone: (831) 754-2501 Facsimile: (831) 754-0621 Counsel for Creditors Julie Packard, Nancy Burnett, and Robert Stephens Cecily A. Dumas, Esq. Brian R. Hayag, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP Four Embarcadero Center, 22nd Floor Post Office Box 2824 San Francisco, CA 94126-2824 Telephone: (415) 983-1000 Facsimile No.: (415) 983-1200 Email: cecily.dumas@pillsburylaw.com brian.hayag@pillsburylaw.com Tom Lange Company, Inc. and Tom Lange Company International, Inc. William S. Brody, Esq. BUCHALTER NEMER A Professional Corporation 1000 Wilshire Boulevard, Suite 1500 Los Angeles, CA 90017 Telephone: (213) 891-0700 Facsimile: (213) 896-0400 Email: wbrody@buchalter.com -- and -- Joseph M. Welch, Esq. BUCHALTER NEMER A Professional Corporation 18400 Von Karman Avenue, Suite 800 Irvine, CA 92612-0514 Telephone: (949) 760-1121 Facsimile: (949) 720-0182 Email: jwelch@buchalter.com About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. The Official Committee of Unsecured Creditors has retained Michael A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP, as attorneys. SANTA CRUZ BERRY: Court Approves Settlement with Creditors ---------------------------------------------------------- Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, approved the Global Settlement Agreement among the Debtors Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, their Estates, Tom Lange Company, Inc., and Tom Lange Company International, Inc., California Coastal Rural Development Corporation, and Del Mar Food Products Corp. Hon. Hammond also authorized and ordered the Debtors to comply with and perform all obligations set forth in the Settlement Agreement and to take all actions in furtherance thereof, and the TL Parties, Cal Coastal, Del Mar and Debtors are each authorized and permitted to enforce all rights and remedies provided, permitted, or acknowledged in the Settlement Agreement and to take all actions consistent therewith -- any stay or injunction with respect to enforcement or the effectiveness of the Order is waived. Pursuant to the Settlement Agreement, the following general unsecured claims are allowed in the SCBF Case and against the SCBF Estate: (a) TLC - $2,366,023, (b) TLCI - $1,000,000, (c) Cal Coastal - $1,218,195, and (d) Del Mar - $259,502. In addition, the following general unsecured claims are allowed in the Corralitos Case and against the Corralitos Estate: (a) TLC - $2,366,023, and (b) Cal Coastal - $1,218,195. Likewise, as set forth in the Settlement Agreement, the following motions and matters pending before the Court are resolved pursuant to the Settlement and are deemed withdrawn and orders vacated: (a) Chapter 11 Debtor-In-Possession Santa Cruz Berry Farming Company, LLC’s Objection to Claim No. 9 filed By Cal Coastal, and (b) Order Setting Continued Hearing and Establishing Cutoff Date Re Proof of Claim Objection, as amended or continued. About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. The Official Committee of Unsecured Creditors has retained Michael A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP, as attorneys. SAUCIER BROS.: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Saucier Bros. Roofing, Inc. 200 Lameuse St. Biloxi, MS 39530 Case No.: 16-50775 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport-6 Divisional Office) Judge: Hon. Katharine M. Samson Debtor's Counsel: Patrick A. Sheehan, Esq. SHEEHAN LAW FIRM 429 Porter Avenue Ocean Springs, MS 39564-3715 Tel: 228-875-0572 Fax: 228-875-0895 E-mail: pat@sheehanlawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Clement B. Saucier, III, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb16-50775.pdf SCIENTIFIC GAMES: Reports 2016 First Quarter Results ---------------------------------------------------- Scientific Games Corporation reported a net loss of $92.3 million on $682 million of total revenue for the three months ended March 31, 2016, compared to a net loss of $86.4 million on $659 million of total revenue for the same period in 2015. As of March 31, 2016, Scientific Games had $7.69 billion in total assets, $9.27 billion in total liabilities and a $1.58 billion total stockholders' deficit. During the quarter ended March 31, 2016, the Company made net payments of $27.5 million on its debt, including $15 million of voluntary repayments under its revolving credit facility and $11 million in mandatory amortization of its term loans. The Company remains committed to prioritizing debt repayments from cash flow. Capital expenditures totaled $51.2 million. For 2016, the Company continues to expect that capital expenditures will be within a range of $290 million to $310 million, based on existing contractual obligations and planned investments, including capital costs to facilitate remaining integration initiatives. "Our focus on strategic priorities - product excellence, profitable growth, and strengthening cash flow - is taking hold, as we have generated positive growth for the past two consecutive quarters. We are building momentum and delivering improved business results, clear evidence of the strength of our comprehensive product portfolio. As we move forward, we are committed to continuous improvement to unlock the power of our brands, leverage our unrivaled innovation and serve our customers to provide meaningful, long-term shareholder value," said Gavin Isaacs, President and CEO of Scientific Games. Michael Quartieri, Scientific Games' executive vice president and CFO, added, "Across our global operations, our focus is on fiscal discipline, seeking further process improvements and operating efficiencies, as we continue to prudently invest to sustain our leadership in innovation. By driving profitable growth and increased conversion of AEBITDA into cash flow, we expect to remain on a path to further deleverage in 2016 and beyond." A full-text copy of the press release is available for free at: http://is.gd/EW0m7m About Scientific Games Scientific Games Corporation is a developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company's portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. Visit http://www.scientificgames.com/ Scientific Games reported a net loss of $1.39 billion on $2.75 billion of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $234 million on $1.78 billion of total revenue for the year ended Dec. 31, 2014. * * * The TCR reported on May 21, 2014, that Moody's Investors Service downgraded Scientific Games Corporation's ("SGC") Corporate Family Rating to 'B1'. The downgrade reflects Moody's view that slower than expected growth in SGC's Gaming and Instant Products segments will cause Moody's adjusted leverage to exceed 6.0 times by the end of 2014. As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'B+' from 'BB-' on Scientific Games Corp. "The downgrade and CreditWatch placement follow Scientific Games' announcement that it has agreed to acquire Bally Technologies for $5.1 billion, including the refinancing of about $1.8 billion in net debt at Bally," said Standard & Poor's credit analyst Ariel Silverberg. SEQUENOM INC: Incurs $13.4 Million Net Loss in First Quarter ------------------------------------------------------------ Sequenom, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $13.4 million on $27.6 million of total revenues for the three months ended March 31, 2016, compared to net income of $14.3 million on $37.8 million of total revenues for the same period in 2015. As of March 31, 2016, Sequenom had $105 million in total assets, $155 million in total liabilities and a total stockholders' deficit of $49.9 million. "During the quarter, we executed on a number of key initiatives designed to return Sequenom to sustainable growth, resulting in quarter over quarter growth in our unit volume," said Dirk van den Boom, Ph.D., president and CEO of Sequenom. "Overall, we made meaningful progress toward achieving our goal of becoming financially self-sustaining while solidifying our position as a leader in reproductive health." As of March 31, 2016, cash, cash equivalents, and marketable securities totaled $66.1 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/9srhTa About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom reported a net loss of $16.3 million on $128 million of total revenues for the year ended Dec. 31, 2015, compared to net income of $1.01 million on $152 million of total revenues for the year ended Dec. 31, 2014. SHEEHAN PIPE LINE: U.S. Trustee Forms 4-Member Committee -------------------------------------------------------- The U.S. trustee for Region 20 appointed four creditors of Sheehan Pipe Line Construction Company to serve on the official committee of unsecured creditors. The committee members are: (1) Ohio-West Virginia Excavating Co. 56461 Ferry Landing Rd. Shadyside, OH 43947 Representative: Roger Lewis, President (740) 676-7464 (740) 676-4410 FAX rlewis@owvexcavating.com Representative: W. Eric Gadd, Esq. P. O. Box 831 Wheeling, WV 26003 (304) 230-6950 (304) 230-6951 FAX egad@spilmanlaw.com (2) Cleveland Brothers Equipment Co., Inc. 4565 Williams Penn Highway Murrysville, PA 15668 Representative: David D. Hough Director of Credit & Finance (724) 325-9394 (724) 325-9299 FAX dhough@clevelandbrothers.com Representative: Henry Jaffe, Esq. 1313 N. Market St., Ste. 5100 Wilmington, DE 19899 (302) 777-6575 (302) 397-2712 FAX jaffeh@pepperlaw.com Representative: Andrew Turner, Esq. 4000 One Williams Center Tulsa, OK 74172 (918) 586-8972 (918) 586-8672 FAX aturner@cwlawfirm.com (3) Central States, Southeast & Southwest Areas Pension Fund 9377 W. Higgins Rd. Rosemont, IL 60018 Brandon A. Buyers (847) 939-2464 (847) 518-9797 bbuyers@centralstates.org (4) Cecil I. Walker Machinery Co. P. O. Box 2427 Charleston, WV 25329 Representative: Sheliah Lowe (304) 949-6400 (304) 949-6400 slowe@walker-cat.com Suzanne Jett Trowbridge, Esq. 300 Summers St., Ste. 1500 P. O. Box 2107 Charleston, WV 25328-2107 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Sheehan Pipe Line Sheehan Pipe Line Construction Company, a contractor that constructs pipelines in various states across the country, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Case No. 16-10678) on April 15, 2016, listing total assets of $90.2 million and total debt of $68.4 million. The petition was signed by Robert A. Riess, Sr., as president and CEO. McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel to the Debtor. The case is pending before Judge Terrence L. Michael. SKAGIT RIVER: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Skagit River Resort, LLC. Skagit River Resort, LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Washington (Seattle) (Case No. 16-11632) on March 28, 2016. The petition was signed by Don Clark, manager. The Debtor is represented by Marc S. Stern, Esq. The Debtor disclosed total assets of $2.22 million and total debts of $894,828. SOUTHCROSS ENERGY: Issues 8 Million Common Units to Holdings ------------------------------------------------------------ As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission on March 22, 2016, Southcross Energy Partners, L.P. and Southcross Holdings LP entered into that certain Equity Cure Contribution Agreement, dated March 17, 2016, whereby the Partnership has the right to cure any default with respect to the financial covenants set forth in its Third Amended and Restated Revolving Credit Agreement by having Holdings purchase equity interests in the Partnership in an aggregate amount of up to $50 million. On March 30, 2016, the Partnership received $11.9 million from Holdings, pursuant to the terms of the Equity Cure Agreement, to fund the remaining balance of the equity cure required to comply with the consolidated total leverage ratio of its Financial Covenants. In exchange for the Contribution Amount, on May 2, 2016, the Partnership issued Holdings 8,029,729 common units representing limited partner interests in the Partnership. The Common Units were issued at a price per share equal to $1.48, which was the lesser of (i) the volume weighted daily average price of the Common Units on the New York Stock Exchange for a period of 15 trading days, the last of which being the second trading day prior to the Contribution Date or (ii) $1.48. A copy of the Form 8-K filing is available for free at: http://is.gd/3VW8rX About Southcross Energy Partners, L.P. Southcross Energy Partners, L.P. is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include four gas processing plants, two fractionation plants and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Visit www.southcrossenergy.com for more information. Southcross Energy reported a net loss attributable to partners of $51.4 million on $698 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to partners of $36.7 million on $849 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Southcross Energy had $1.31 billion in total assets, $698 million in total liabilities and $621 million in total partners' capital. * * * As reported by the TCR on April 5, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit and senior secured rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy Partners, LP's Corporate Family Rating to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and our expectation of continued high leverage and challenging industry conditions into 2017," according to the report. SPENDSMART NETWORKS: Appoints PayPal Executive as Director ---------------------------------------------------------- SpendSmart Networks, Inc., dba "SMS Masterminds," announced that it plans to deepen its operational and mobile commerce expertise with the appointment of fintech industry veteran Frank Liddy to its Board of Directors. Mr. Liddy is currently head of strategic partnerships at Paydiant, recently acquired by PayPal, where he empowers banks, retailers and strategic partners to achieve their growth objectives by creating great consumer experiences on Paydiant's open platform for mobile commerce. Mr. Liddy has more than twenty years of experience as an operator, advisor and investor in the fintech community. Mr. Liddy joined Paydiant from the consultancy firm Capco (now part of FIS Global) and previously held key leadership positions at Citigroup, KPMG Consulting and Unisys. Mr. Liddy is an active speaker at fintech industry conferences, a contributor to the Federal Reserve Bank's Mobile Payment Industry Workgroup and has been quoted in leading publications such as The Wall Street Journal, Newsweek, American Banker, PaymentsSource and Bank Systems and Technology. Luke Wallace, SpendSmart's CEO said, "With Frank joining our Board, we are deepening our mobile commerce, operational and financial services industry expertise. Frank's experience will serve as an invaluable asset to our Company and its future strategies." In connection with Mr. Liddy's appointment to the Board, the Company agreed to grant Mr. Liddy vested options to purchase 264,000 shares of the Company's common stock at an exercise price of $0.11 per share, the market closing price on the day of appointment, and having a term of five years. About SpendSmart Networks SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. Spendsmart Networks reported a net loss of $11.9 million on $5.58 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Spendsmart Networks had $3.58 million in total assets, $5.30 million in total liabilities and a total stockholders' deficit of $1.71 million. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses and has yet to establish a profitable operation and at December 31, 2015 has negative working capital and stockholders' deficit. These factors among others raise substantial doubt about its ability to continue as a going concern. SPORTS AUTHORITY: Seeks Approval of Key Employee Retention Plan --------------------------------------------------------------- The Sports Authority, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve their Key Employee Retention Program ("KERP"). The Debtors contend that The Sports Authority Key Employee Retention Program is designed to provide retention payments to certain key, non-insider employees of the Debtors in order to increase the likelihood that the proceeds received by the Debtors through the sale or liquidation of their assets are maximized, as well as preserved, during the Debtors' Chapter 11 cases. The KERP contains, among others, these relevant terms: (a) Participation: At this time, the Debtors have limited participation in the KERP to certain critical non-insider employees. However, the Debtors reserve the right, in their reasonable business judgment, to select additional non-insider KERP Participants upon notice to the U.S. Trustee, the Debtors' prepetition and post-petition secured lenders, and the Committee. The KERP Participants represent a cross-section of various functions of the Debtors, including accounting, finance, human resources, information technology, legal, operations and sourcing/planning. (b) Cost: The aggregate cost of the KERP will be no greater than $1,250,000. (c) Retention Bonus: The Retention Bonus paid to each KERP Participant will be a lump sum amount, with those KERP Participants who are the most critical and irreplaceable eligible for the largest Retention Bonuses. (d) Retention Bonus Schedule: Each KERP Participant's Retention Bonus will be paid upon the latest to occur of (i) 75 days following the Court's approval of a sale of substantially all of the Debtors' assets, and/or, a liquidation process, or (ii) if applicable, confirmation of a chapter 11 plan. (e) Termination Provisions: Any KERP Participant that voluntarily resigns, or is terminated for cause, prior to payment of a Retention Bonus, will forfeit his or her Retention Bonus. The Debtors reserve the right, in their reasonable business judgment, to make forfeited payments available to other employees or reallocate forfeited payments among the other eligible KERP Participants, upon notice to the U.S. Trustee, the Debtors' prepetition and post-petition secured lenders, and the Committee. The Sports Authority, Inc., and its affiliated debtors are represented by: Michael R. Nestor, Esq. Kenneth J. Enos, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: mnestor@ycst.com kenos@ycst.com amagaziner@ycst.com - and - Robert A. Klyman, Esq. Matthew J. Williams, Esq. Jeremy L. Graves, Esq. Sabina Jacobs, Esq. GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-1512 Telephone: (213)229-7000 Facsimile: (213)229-7520 E-mail: rklyman@gibsondunn.com mjwilliams@gibsondunn.com jgraves@gibsondunn.com sjacobs@gibsondunn.com About Sports Authority Holdings Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. STANFORD INT'L: July 8 Hearing to Approve $24M Kroll Deal --------------------------------------------------------- Ralph S. Janvey, the Receiver for R. Allen Stanford and his related entities, and the Official Stanford Investors Committee on March 7, 2016, filed a Motion seeking approval from the U.S. District Court for the Northern District of Texas of a settlement entered into with Kroll, LLC (f/k/a Kroll, Inc.) and Kroll Associates, Inc. Pursuant to the terms of the settlement, the Receivership Estate will receive $24.0 million. On March 23, 2016, the Court entered a Scheduling Order setting a hearing on the Motion to Approve the Settlement and establishing a scheduling for the submission of objections. The Court has set a hearing on the Motion to Approve the Settlement for July 8, 2016 at 10:00 am. Any party wishing to file an objection to the settlement must do so no later than May 18, 2016, and must do so in accordance with the requirements established by the Court in its Scheduling Order. Judge David C. Godbey presides over the case, SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. STANFORD INTERNATIONAL BANK, LTD., STANFORD GROUP COMPANY, STANFORD CAPITAL MANAGEMENT, LLC, R. ALLEN STANFORD, JAMES M. DAVIS, and LAURA PENDERGEST-HOLT, Defendants, and STANFORD FINANCIAL GROUP, and THE STANFORD FINANCIAL GROUP BLDG INC., Relief Defendants, Case 3:09-cv-00298 (N.D. Tex.). The SEC's amended complaint, filed in February 2009, alleges that for at least a decade, R. Allen Stanford and James M. Davis, through companies they control, including Stanford International Bank, Ltd. and its affiliated Houston-based investment advisers, Stanford Group Company and Stanford Capital Management, executed a massive Ponzi scheme. Stanford and Davis misappropriated billions of dollars of investor funds and falsified SIB's financial statements in an effort to conceal their fraudulent conduct. Laura Pendergest-Holt, the chief investment officer of Stanford Financial Group and a member of SIB's investment committee, facilitated the fraudulent scheme by misrepresenting to investors that she managed SIB's multi-billion investment portfolio of assets and employed a sizeable team of analysts to monitor the portfolio. Stanford and Davis, by February 2009, had misappropriated at least $1.6 billion of investor money through bogus personal loans to Stanford and "invested" an undetermined amount of investor funds in speculative, unprofitable private businesses controlled by Stanford. In an effort to conceal their fraudulent conduct and maintain the flow of investor money into SIB's coffers, Stanford and Davis fabricated the performance of the bank's investment portfolio. Additional information on the case is available at http://stanfordfinancialreceivership.com/ STAR COMPUTER: Wants Court to Set Administrative Claims Bar Date ---------------------------------------------------------------- Star Computer Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to set an administrative claims bar date. The Debtor contends that in order to confirm its Plan, it must make provision for the payment of all allowed administrative expenses of the estate. It further contends that none of the Bankruptcy Rules expressly set a deadline for the filing of administrative expense claims. The Debtor avers that the Court's standard order setting a confirmation hearing will set a deadline for filing of fee applications of professionals seeking compensation and reimbursement under 11 U.S.C. Section 503(b)(2). The Debtor further avers that the standard order, however, does not set a deadline for the filing of non-professional administrative expense claims. The Debtor requests that the Court enter an order setting an Administrative Claims Bar Date for the assertion of all Administrative Claims against the Debtor for the date that is fourteen days prior to the date first scheduled for the Confirmation Hearing, assuming such a date is set. Star Computer Group, Inc., is represented by: Corali Lopez-Castro, Esq. David L. Rosendorf, Esq. Vincent F. Alexander, Esq. Mindy Y. Kubs, Esq. KOZYAK TROPIN & THROCKMORTON, LLP 2525 Ponce de Leon Blvd., 9th Floor Miami, FL 33134 Telephone: (305)372-1800 Facsimile: (305)372-3508 E-mail: clc@kttlaw.com dlr@kttlaw.com vfa@kttlaw.com myk@kttlaw.com About Star Computer Group Star Computer Group, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The petition was signed by James S. Howard as chief restructuring officer. The Debtor listed assets of $22.7 million and liabilities of $68.3 million. Founded in 1994 with its office located at 2175 N.W. 115 Avenue, Miami, FL 33172, the Company was engaged in the business of supplying wholesale computers, smart phones, and related equipment and software to dealers and wholesales in Latin America. The Company is jointly owned by Henry Waissmann (54%) and Henry Aguilar (46%). The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as bankruptcy counsel, GlassRatner as financial advisor, Fuerst Ittleman David & Joseph PL as special tax counsel, and Cherry Bekaert, LLP as accountants. Judge Jay Cristol is assigned to the case. The U.S. Trustee for Region 21, appointed five creditors to serve in the official committee of unsecured creditors. The Committee is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., as counsel. STONE ENERGY: Incurs $189 Million Net Loss in First Quarter ----------------------------------------------------------- Stone Energy Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $189 million on $80.7 million of total operating revenue for the three months ended March 31, 2016, compared to a net loss of $327 million on $153 million of total operating revenue for the same period in 2015. As of March 31, 2016, Stone Energy had $1.64 billion in total assets, $1.87 billion in total liabilities and a total stockholders' deficit of $225 million. Chairman, President and Chief Executive Officer David Welch stated, "Late in the first quarter of 2016, we drew down on our credit facility to provide near term financial flexibility to continue to execute operationally as we explore various options to strengthen our balance sheet. During the first quarter, the Cardona #7 well came online at a gross initial production rate of approximately 5,000 Boe per day, which brought the Cardona four well total gross production rate to approximately 20,000 Boe per day. We brought the Amethyst well online in late December of 2015, and it averaged approximately 24 MMcfe per day for the quarter, although the well was shut-in in late April to address suspected blockage around the perforated section. Intervention actions are being reviewed, including an acid operation. We farmed out the ENSCO 8503 in early February through mid-April, which reduced our capital spending for the quarter. We are working towards an agreement on a second farm out arrangement that is expected to commence prior to May 15, and continue discussions with other potential farm out and farm in partners. Importantly, our deep water volumes have increased, yet we have managed to decrease our operating expenses and reduce our overhead costs. Finally, we continue to work with our advisors who are assisting us in reviewing various financial, transactional and strategic alternatives." Liquidity Update On March 10, 2016, Stone drew $385 million under its bank credit facility, which represented substantially all of the remaining undrawn amount that was available under its bank credit facility. After the March 10, 2016 withdrawal, the aggregate principal amount of borrowings under the bank credit facility was $477 million plus approximately $19.2 million of outstanding letters of credit. On April 13, 2016, Stone was notified that the borrowing base under its bank credit facility was redetermined and lowered from $500 million to $300 million. As of April 13, 2016, Stone had outstanding borrowings of $457 million and letters of credit of $18.3 million under its bank credit facility, resulting in a borrowing base deficiency of $175 million. Stone had cash on hand of approximately $360 million as of April 13, 2016. The credit agreement provides that within 30 days after the agent delivers written notice to Stone of a borrowing base deficiency, Stone must elect to do one or more of the following: (a) repay the loan to eliminate the deficiency within 10 days, (b) add additional collateral to eliminate the deficiency within 30 days, or (c) pay the deficiency in six equal monthly installments to eliminate the deficiency within six months. We have not taken any action or made an election of actions to be taken to cure the borrowing base deficiency. As of March 31, 2016, the current portion of long-term debt of $459 million consisted of $284 million of 2017 Convertible Notes, $175 million of outstanding borrowings under the bank credit facility (our borrowing base deficiency) and $0.4 million of principal payments due within one year on the Building Loan. As of March 31, 2016, and May 4, 2016, Stone had cash on hand of approximately $367 million and $350 million, respectively. A full-text copy of the Form 10-Q is available for free at: http://is.gd/E2ThMO About Stone Energy Stone Energy is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company has been operating in the Gulf of Mexico Basin since its incorporation in 1993 and have established a technical and operational expertise in this area. The Company has leveraged its experience in the GOM conventional shelf and expanded its reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the Company's estimated proved oil and natural gas reserves were approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95 MMBoe or 570 Bcfe of the Company's estimated proved reserves were revised downward as a result of lower oil, natural gas and natural gas liquids prices. Stone Energy reported a net loss of $1.1 billion in 2015 following a net loss of $189.54 million in 2014. * * * In March 2016, Standard & Poor's lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Stone Energy to 'CCC-' from 'CCC+'. Stone Energy carries a 'B3' Corporate Family Rating from Moody's Investors Service. STONE ENERGY: Posts $189M Net Loss in First Quarter 2016 -------------------------------------------------------- Stone Energy Corporation on May 4 announced financial and operational results for the first quarter of 2016. Some of the highlights include: -- Production volumes exceeded the upper end of first quarter of 2016 guidance -- The four Cardona wells are currently producing gross volumes of approximately 20,000 Boe per day (65% working interest) -- Amethyst production averaged approximately 24 MMcfe per day (100% working interest) for the first quarter of 2016 -- A short term farm out agreement for the ENSCO 8503 deep water rig was executed -- The Mary field in Appalachia remained shut-in for the first quarter of 2016 -- Lease operating expenses decreased to $19.5 million in the first quarter of 2016 Cash balance at the end of the first quarter of 2016 was $367 million Chairman, President and Chief Executive Officer David Welch stated, "Late in the first quarter of 2016, we drew down on our credit facility to provide near term financial flexibility to continue to execute operationally as we explore various options to strengthen our balance sheet. During the first quarter, the Cardona #7 well came online at a gross initial production rate of approximately 5,000 Boe per day, which brought the Cardona four well total gross production rate to approximately 20,000 Boe per day. We brought the Amethyst well online in late December of 2015, and it averaged approximately 24 MMcfe per day for the quarter, although the well was shut-in in late April to address suspected blockage around the perforated section. Intervention actions are being reviewed, including an acid operation. We farmed out the ENSCO 8503 in early February through mid-April, which reduced our capital spending for the quarter. We are working towards an agreement on a second farm out arrangement that is expected to commence prior to May 15, and continue discussions with other potential farm out and farm in partners. Importantly, our deep water volumes have increased, yet we have managed to decrease our operating expenses and reduce our overhead costs. Finally, we continue to work with our advisors who are assisting us in reviewing various financial, transactional and strategic alternatives." Financial Results Stone had a first quarter of 2016 adjusted net loss of $44.1 million, or $0.79 per share, before impairment charges of $129.2 million. After impairment charges, the reported net loss was $188.8 million, or $3.39 per share, on oil and gas revenue of $80.2 million, compared to a net loss of $327.4 million, or $5.93 per share, on oil and gas revenue of $148.2 million in the first quarter of 2015. Discretionary cash flow totaled $28.1 million during the first quarter of 2016, as compared to $85.4 million during the first quarter of 2015. Net daily production during the first quarter of 2016 averaged 34.5 thousand barrels of oil equivalent (MBoe) per day (207 million cubic feet of gas equivalent (MMcfe) per day), compared with net daily production of 46.3 MBoe (278 MMcfe) per day in the first quarter of 2015. First quarter of 2016 production mix was 52% oil, 12% natural gas liquids (NGLs) and 36% natural gas. Production guidance for the second quarter of 2016 is estimated at 28-30 Mboe per day, or 168-180 MMcfe per day. The expected production decline from the first quarter of 2016 is primarily due to reduced volumes from Amethyst and natural declines. This guidance assumes a continued shut in of the Mary field. Additionally, the Company's full year production guidance has been reduced to account for the Amethyst volume reduction and the suspension of the remaining Pompano platform rig program due to capital constraints. Our updated production guidance for 2016 is 26 - 28 MBoe (156-168 MMcfe) per day. Prices realized during the first quarter of 2016 averaged $36.87 per barrel of oil, $13.01 per barrel of NGLs and $2.22 per Mcf of natural gas. Average realized prices for the first quarter of 2015 were $66.28 per barrel of oil, $18.11 per barrel of NGLs and $2.54 per Mcf of natural gas. Effective hedging transactions increased the average realized price of natural gas by $0.52 per Mcf and increased the average realized price of oil by $5.65 per barrel in the first quarter of 2016. Effective hedging transactions increased the average realized price of natural gas by $0.25 per Mcf and increased the average realized price of oil by $20.97 per barrel in the first quarter of 2015. Lease operating expenses during the first quarter of 2016 totaled $19.5 million ($6.23 per Boe or $1.04 per Mcfe), compared to $27.6 million ($6.62 per Boe or $1.10 per Mcfe) in the first quarter of 2015. The decrease in first quarter of 2016 lease operating expenses is primarily attributable to cost reduction efforts and lower major maintenance expense. Lease operating expenses are expected to increase in subsequent quarters due to maintenance operations to be performed throughout the remainder of the year that are typically scheduled during more favorable weather conditions. Other operational expenses during the first quarter of 2016 totaled $12.5 million, compared to $0.1 million, in the first quarter of 2015. The increase is primarily due to two items. First, Stone recognized a one-time, non-cash charge of approximately $6.0 million related to foreign currency losses accumulated by its Canadian subsidiary, Stone Energy Canada ULC, which was substantially dissolved during the quarter. Second, there was approximately $6.1 million of rig subsidy and stacking charges associated with the ENSCO 8503 deep water rig farm out and the Saxon Appalachian rig. We expect other operational expenses to remain significantly higher in 2016 compared to 2015 due to these farm out subsidies and rig stacking charges. Transportation, processing and gathering (TP&G) expenses during the first quarter of 2016 totaled $0.8 million ($0.27 per Boe or $0.04 per Mcfe), compared to $17.7 million ($4.25 per Boe or $0.71 per Mcfe) during the first quarter of 2015. In addition to the shut-in at the Mary field in Appalachia, the significant decrease was attributable to the recoupment of previously paid transportation costs allocable to the federal government's portion of certain of the Company's deep water production, which amounted to approximately $4 million. Stone had incurred these costs on a monthly basis over several years but all were recognized in the first quarter of 2016. This reduction is considered a one-time occurrence as the Company expects it will recognize these cost reductions on a monthly basis going forward, and TP&G expense guidance has been updated as appropriate. Also, if production were to resume in its Mary field, TP&G expenses would be expected to increase materially. Depreciation, depletion and amortization (DD&A) on oil and gas properties for the first quarter of 2016 totaled $60.4 million ($19.25 per Boe or $3.21 per Mcfe), compared to $85.2 million ($20.47 per Boe or $3.41 per Mcfe), in the first quarter of 2015. The decrease is attributable to ceiling test write-downs incurred in 2015. Salaries, general and administrative (SG&A) expenses for the first quarter of 2016 were $13.7 million ($4.37 per Boe or $0.73 per Mcfe), compared to $17.0 million ($4.08 per Boe or $0.68 per Mcfe), in the first quarter of 2015. The decrease is due to staff and other cost reductions. The SG&A expenses in the first quarter of 2016 included approximately $1 million in professional fees associated with our restructuring efforts as well as a lower capitalized portion of SG&A. Although base SG&A is expected to be lower in 2016 compared to 2015, there will be a significant increase in professional fees associated with the financial and legal advisors hired to assist in analyzing and reviewing Stone's financial, transactional and strategic alternatives, particularly in the second quarter of 2016. Accretion expense for the first quarter of 2016 was $10.0 million, compared to $6.4 million in the first quarter of 2015. The increase is due to a higher applicable discount rate used to calculate the present value of the asset retirement obligations compared to prior years. Stone expects accretion expense to remain relatively flat at this level for each subsequent quarter in 2016. Interest expense for the first quarter of 2016 was $15.2 million, compared to $10.4 million in the first quarter of 2015. The increase in interest expense was due to a lower interest capitalization on our unevaluated properties as well as an increase in borrowed funds. Stone expects interest expense to be higher in the second quarter of 2016 with the bank credit facility significantly drawn. Capital expenditures for the first quarter of 2016 were approximately $80.7 million, which includes $3.1 million of plugging and abandonment expenditures. This includes the drilling and completion operations at the Cardona #7 well (65% working interest) and the beginning of the Pompano platform drilling program, which included workover operations on the A-30 well and the drilling of the Silverthrone well, the first well of the program. Additionally, $5.8 million of SG&A expenses and $7.4 million of interest were capitalized during the first quarter of 2016. This compared to first quarter of 2015 capital expenditures of approximately $113.8 million, which included $17.1 million of plugging and abandonment expenditures. Additionally, $8.5 million of SG&A expenses and $10.8 million of interest were capitalized during the first quarter of 2015. Stone's Board of Directors authorized an initial 2016 capital expenditure budget of $200 million, which did not include rig subsidies or rig stacking expenses, projected to be approximately $40-$50 million and is included as part of "Other operational expenses" in our statement of operations. The budget was primarily focused on the Pompano platform rig development program and the utilization of the ENSCO 8503 deep water rig for a development well and one or two exploration wells. However, to further reduce capital expenditures for 2016, Stone has elected to suspend the Pompano drilling program after the completion of the Silverthrone well, which is expected to be completed in early May of 2016. The suspension of the Pompano program is expected to reduce the capital expenditure budget estimate by approximately $20 million to $30 million. Additionally, if Stone has not secured partners for the Lamprey, Derbio or Rampart exploration wells, operations of the ENSCO 8503 deep water drilling rig are expected to be suspended in the third quarter of 2016, following the completion of the second farm out. This updated rig schedule and other cost reduction efforts have decreased Stone's projected annual capital expenditures, which are now expected to be less than the $200 million Board authorized budget. The budget includes minimal activity in the Appalachian basin, satisfying regulatory abandonment commitments and contractual seismic and leasehold commitments. The budget excludes acquisitions and capitalized SG&A and interest. On March 21, 2016, the Company received notice letters from the Bureau of Ocean Energy Management ("BOEM") stating that BOEM had determined that we no longer qualified for a supplemental bonding waiver under the financial criteria specified in BOEM's current guidance to lessees. In late March 2016, it proposed a tailored plan to BOEM for financial assurances relating to our abandonment obligations, which remains subject to approval by BOEM. Its proposed tailored plan provides for posting some incremental financial assurances in favor of BOEM, and discussions on the approval and implementation of this plan are ongoing. Liquidity Update On March 10, 2016, Stone drew $385 million under its bank credit facility, which represented substantially all of the remaining undrawn amount that was available under its bank credit facility. After the March 10, 2016 withdrawal, the aggregate principal amount of borrowings under the bank credit facility was $477 million plus approximately $19.2 million of outstanding letters of credit. On April 13, 2016, Stone was notified that the borrowing base under its bank credit facility was redetermined and lowered from $500 million to $300 million. As of April 13, 2016, Stone had outstanding borrowings of $457 million and letters of credit of $18.3 million under its bank credit facility, resulting in a borrowing base deficiency of $175.3 million. Stone had cash on hand of approximately $360 million as of April 13, 2016. The credit agreement provides that within 30 days after the agent delivers written notice to Stone of a borrowing base deficiency, Stone must elect to do one or more of the following: (a) repay the loan to eliminate the deficiency within 10 days, (b) add additional collateral to eliminate the deficiency within 30 days, or (c) pay the deficiency in six equal monthly installments to eliminate the deficiency within six months. It has not taken any action or made an election of actions to be taken to cure the borrowing base deficiency. As of March 31, 2016, the current portion of long-term debt of $459.2 million consisted of $283.5 million of 2017 Convertible Notes, $175.3 million of outstanding borrowings under the bank credit facility (our borrowing base deficiency) and $0.4 million of principal payments due within one year on the Building Loan. As of March 31, 2016 and May 4, 2016, Stone had cash on hand of approximately $367 million and $350 million, respectively. Although the Company was in compliance with its bank credit facility financial covenants at the end of the first quarter of 2016, it projects that it will be out of compliance at the end of the second quarter of 2016. The Company is in discussion with our banks regarding its borrowing base deficiency and the potential compliance issue. On March 10, 2016, Stone announced it had retained Lazard as its financial advisor and Latham & Watkins LLP as its legal advisor to assist Stone in analyzing and considering financial, transactional and strategic alternatives. "We are actively reviewing various financing, asset sales and debt restructuring alternatives to address the March 1, 2017 maturity of the 2017 Convertible Notes and are currently engaged in ongoing negotiations with financial advisors for the noteholders of the 2017 Convertible Notes and 2022 Notes regarding restructuring the notes. We have an interest payment obligation under our 2022 Notes totaling approximately $29 million, due on May 16, 2016. The indenture governing the 2022 Notes provides a 30-day grace period, extending the date for making the cash interest payment to June 14, 2016. Although we have sufficient liquidity to make the interest payment by the due date, we may utilize the 30-day grace period provided for by the indenture to allow additional time to assess our restructuring alternatives," the Company said. "We continue to work with our financial and legal advisors to identify certain contractual obligations whereby an opportunity exists for potential relief." In support of Stone's announcement of the retention of professionals to assist in analyzing and considering financial, transactional and strategic alternatives, the Independent Directors of Stone's Board of Directors named current board member David T. Lawrence as a Special Liaison of the Independent Directors to work together with the management of Stone to help with assessing strategic alternatives and restructuring alternatives. Operational Update Deep Water Drilling Contract (Gulf of Mexico). In mid-February of 2016, Stone reached an agreement with an experienced Gulf of Mexico deep water operator to farm out and utilize the ENSCO 8503 deep water rig for a period that ended in mid-April of 2016. The agreement carried some associated subsidy expenses and commenced after Stone had finished operations at the Cardona #7 well. Stone is also working towards an agreement on a second farm out for another 70 to 90 days with another experienced Gulf of Mexico operator that is expected to commence no later than May 15, 2016, following a brief utilization of the rig for preparation work ahead of drilling the Lamprey exploration prospect. Additionally, Stone is also reviewing other farm out opportunities as well as farm in opportunities whereby Stone would utilize the ENSCO 8503 rig as the operator with a relatively small working interest in the project. Mississippi Canyon 29 – Cardona Field (Deep Water). The fourth and final well in the Cardona project, the Cardona #7, came online in late March of 2016, with initial gross production of approximately 5,000 Boe per day. Currently, gross production volumes from the Cardona field are approximately 20,000 Boe per day. Stone holds a 65% working interest in the field and is the operator. Mississippi Canyon 26 - Amethyst (Deep Water). The Amethyst prospect came online in late December of 2015 and averaged approximately 24 MMcfe per day for the first quarter of 2016. Production from the well gradually declined during the month of April until the well was shut in late April to allow for a technical evaluation. After reviewing pressure and volume data, Stone suspects there is blockage in the perforated section of the well and is determining best intervention options, including performing an acid operation. This acid operation is projected to start in late June or early July. The well is a tie-back to Stone's Pompano platform, located less than five miles from the discovery, and Stone holds a 100% working interest. Pompano Platform Drilling Program (Deep Water). Stone performed workover operations at the A-30 well in January of 2016, which has been completed and is producing approximately 250 Boe per day. Drilling commenced on the Silverthrone development prospect in February and was completed in April, with production expected to come online in May of 2016. Stone has completed one of two zones in the prospect, which is expected to come online at a gross production rate of approximately 700 to 1,000 Boe per day. After the operations for the Silverthrone well are complete, the platform rig is expected to be temporarily stacked in place to preserve liquidity while we review our financial, transactional and strategic alternatives. There are up to three additional development wells to be drilled from the Pompano platform. Each additional development well is expected to provide production volumes ranging from 1,000 to 2,000 Boe per day per well after hook-up. Stone holds a 100% working interest in these wells. Alaminos Canyon 943 - Lamprey (Deep Water). In the fourth quarter of 2015, Petróleos Mexicanos ("Pemex") spud the Tiaras-1 exploration well, which is located approximately three miles southwest of Stone's Lamprey exploration prospect in Alaminos Canyon block 943 in the Gulf of Mexico. Operations at Tiaras-1 are complete and the rig has demobilized. In mid-April of 2016, Stone set surface casing on the Lamprey prospect, prior to the commencement of a second farm out of the ENSCO 8503 rig, which is expected in mid-May. It is estimated that the initial Lamprey well would take two to three months to drill and, if successful, Stone may drill a follow-up appraisal well. Discussions with potential partners regarding the 100% owned Lamprey prospect are ongoing, with a reduction to Stone's working interest expected before fully drilling the well. Mississippi Canyon 72 - Derbio (Deep Water). The Derbio prospect is located five miles from Stone's Pompano platform and targets the Miocene interval. If successful, a tie-back to the Pompano platform is likely. Stone currently holds a 100% working interest in the prospect, although a reduction to its working interest is expected before drilling would commence. The well is estimated to take three months to drill. Mississippi Canyon 117 - Rampart (Deep Water). The Rampart exploration well targets the Miocene interval and is expected to be a tie-back to the Pompano platform if successful. Stone currently holds a 100% working interest in the prospect and is expected to reduce its working interest before drilling would commence. The prospect is located nine miles from Stone's Pompano platform, and the well is estimated to take three months to drill. Appalachia Basin (Production and Drilling Update). In Appalachia, prior to shutting in on September 1, 2015, production at the Mary field was averaging approximately 130 MMcfe per day. Production at Mary has remained shut in and production from the Heather and Buddy fields averaged approximately 23 MMcfe per day for the first quarter of 2016. The Mary field remains shut-in due to low prices of natural gas, natural gas liquids and high midstream costs. The contracted rig for Appalachia remains stacked. Activity for the remainder of 2016 is expected to be limited to maintaining core leasehold interests and other maintenance operations. New York Stock Exchange Notification "On April 29, 2016, we were notified by the New York Stock Exchange ("NYSE") that the average closing price of our shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE under Rule 802.01C of the NYSE Listed Company Manual. Under the NYSE's rules, we have six months following receipt of the notification to regain compliance with the minimum share price requirement," the Company said. Other Information Stone Energy will not be hosting a conference call to discuss the first quarter of 2016 operational and financial results. Stone Energy will hold its 2016 Annual Meeting of Stockholders on Thursday, May 19, 2016, at 10:00 a.m. Central time at the Windsor Court Hotel, 300 Gravier Street, New Orleans, Louisiana. The close of business on March 24, 2016 has been fixed as the record date for determination of stockholders entitled to receive notification of and to vote at the Annual Meeting. About Stone Energy Stone Energy is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company has been operating in the Gulf of Mexico Basin since its incorporation in 1993 and have established a technical and operational expertise in this area. The Company has leveraged its experience in the GOM conventional shelf and expanded its reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the Company's estimated proved oil and natural gas reserves were approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95 MMBoe or 570 Bcfe of the Company's estimated proved reserves were revised downward as a result of lower oil, natural gas and natural gas liquids prices. Stone Energy reported a net loss of $1.1 billion in 2015 following a net loss of $189.54 million in 2014. As of Dec. 31, 2015, the Company had $1.41 billion in total assets, $1.44 billion in total liabilities, and a $39.8 million total stockholders' deficit. * * * In March 2016, Standard & Poor's lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Stone Energy to 'CCC-' from 'CCC+'. Stone Energy carries a 'B3' Corporate Family Rating from Moody's Investors Service. STRATA SKIN: Gets Noncompliance Notice from NASDAQ -------------------------------------------------- STRATA Skin Sciences, Inc., received written notification from The NASDAQ Stock Market that the closing bid price of its common stock had been below the minimum $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the requirements for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). The Notice provides the Company with an initial period of 180 calendar days, or until Oct. 24, 2016, to regain compliance with the listing rules. The Company will regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period, as confirmed by written notification from NASDAQ. If the Company does not achieve compliance by Oct. 24, 2016, the Company expects that NASDAQ would provide notice that its securities are subject to delisting from the NASDAQ Capital Market. The Company said it will continue to monitor the closing bid price for its common stock and to assess its options for maintaining the listing of its common stock on the NASDAQ Capital Market in light of this Notice. The Company will consider all available options to regain compliance with the minimum bid requirements, including an application to NASDAQ for an extension of the compliance period or an appeal to a Hearings Panel should its closing bid price not have regained compliance during the compliance period. About STRATA Skin Sciences STRATA Skin Sciences (formerly MELA Sciences, Inc.) is a medical technology company focused on the therapeutic and diagnostic dermatology market. Its products include the XTRAC laser and VTRAC excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the MelaFind system used to assist in the identification and management of melanoma. Strata Skin reported a net loss attributable to common stockholders of $27.91 million on $18.49 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.03 million on $915,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Strata Skin had $51.37 million in total assets, $35.28 million in total liabilities and $16.08 million in total stockholders' equity. SUTTON 58 OWNER: Schedules $181M in Assets, $142M in Debt --------------------------------------------------------- Sutton 58 Owner LLC disclosed $181,303,107 in assets and $141,480,967 in liabilities in its schedules of assets and liabilities: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $181,250,000 B. Personal Property $53,107 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $135,450,066 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $6,030,900 -------------- -------------- TOTAL $181,303,107 $141,480,967 A copy of the company's schedules is available without charge at http://is.gd/XyQ3j8 About Sutton 58 Owner Sutton 58 Owner LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (Manhattan) (Case No. 16-10834) on April 6, 2016. The Debtor is represented by Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP. The case is assigned to Judge Sean H. Lane. The Debtor estimated both assets and liabilities in the range of $100 million to $500 million. TELEPRO CARIBE: Case Summary & 13 Unsecured Creditors ----------------------------------------------------- Debtor: Telepro Caribe, Inc. PO Box 270397 San Juan, PR 00928-3397 Case No.: 16-03648 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Nelson Robles Diaz, Esq. NELSON ROBLES DIAZ LAW OFFICES, P.S.C. P.O. Box 192302 San Juan, PR 00919-2302 Tel: (787) 721-7929 Fax: (787) 282-9100 E-mail: nroblesdiaz@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jose R. Mora Nazario, CEO. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb16-03648.pdf TELKONET INC: Reports $120,000 Net Income for First Quarter ----------------------------------------------------------- Telkonet, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $120,122 on $4.62 million of total net revenues for the three months ended March 31, 2016, compared to a net loss of $744,078 on $2.57 million of total net revenues for the same period in 2015. As of March 31, 2016, Telkonet had $11.42 million in total assets, $5.40 million in total liabilities and $6.01 million in total stockholders' equity. "Our first quarter results demonstrate the success of our strategic growth initiatives and continued investment in sales and marketing activities," states Jason Tienor, Telkonet chief executive officer. "Our continued innovation and technological leadership have allowed us to develop a platform that is unique in our target verticals. We look forward to expanding on these results with the release of several new innovations throughout 2016." "While the first quarter is typically slow due to seasonality, we've shown that a strategy of expanded vertical focus and focus on channel driven sales has enabled us to reduce seasonality in our business and dramatically impact topline EcoSmart revenues," continues Jason Tienor. "Rapid growth across MDU, Education and Hospitality continues to propel our performance moving forward and our continued focus on development of the EcoSmart platform for these markets has secured Telkonet's position as an IoT leader in the space." A full-text copy of the Form 10-Q is available for free at: http://is.gd/uY3Rli About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. Telkonet reported a net loss attributable to common stockholders of $207,357 on $15.08 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $95,403 on $14.79 million of total net revenues for the year ended Dec. 31, 2014. THAD DEVIER HOLDING: Court Orders Alawamleh to Pay $4.2K Balance ---------------------------------------------------------------- Judge Jerry A. Brown of the United States Bankruptcy Court for the Eastern District of Louisiana found that debtor Devier Design and Build LLC has performed services in satisfaction of its obligations under the two contracts with defendant Hasan Alawemleh, and payment is due under the terms of the contract. Accordingly, Alawamleh is obligated to pay the balance of the $4,250 to the debtor. The court further found that no attorney's fees were due as this was really a contract dispute, and as such the debtor was not entitled to attorney's fees. The contract itself contains no attorney's fee provisions. A full-text copy of the Memorandum Opinion dated April 14, 2016 is available at http://is.gd/CFLr2Tfrom Leagle.com. The adversary case is DEVIER DESIGN BUILD, LLC, Plaintiff, v. HASAN ALAWAMLEH, Defendant, Adv. P. No. 15-1017 (Bankr. E.D. La.), in relation to bankruptcy case IN RE: DEVIER DESIGN BUILD, LLC, SECTION "B", Chapter 11, Debtor, Case No. 14-11231. Devier Design Build, LLC, Plaintiff, is represented by Wayne J. Jablonowski, Esq. Hasan Alawamleh, Defendant, represented by Donald L. Hyatt, II, Esq. -- hyattlaw@aol.com -- Donald L. Hyatt, II APLC. THERAPEUTICSMD INC: Announces First Quarter 2016 Financial Results ------------------------------------------------------------------ TherapeuticsMD, Inc., reported a net loss of $20.9 million on $4.93 million of net revenues for the three months ended March 31, 2016, compared to a net loss of $20.9 million on $4.47 million of net revenues for the same period in 2015. As of March 31, 2016, TherapeuticsMD had $193 million in total assets, $9.59 million in total liabilities and $183 million in total stockholders' equity. "During the first quarter, we successfully executed on our goals across the company," said TherapeuticsMD CEO Robert G. Finizio. "We presented detailed phase 3 data from the Rejoice Trial at multiple conferences, and we are preparing to file our NDA for TX-004HR, the first of our two novel pipeline candidates in development to treat symptoms of menopause. We also expect topline data late in the fourth quarter of 2016 from our Replenish Trial for TX-001HR. We remain optimistic about the potential of our pipeline products and intend to leverage them, along with our current commercial infrastructure, to establish a leadership position in women's health." At March 31, 2016, cash on hand was approximately $182.1 million, compared with approximately $64.7 million at Dec. 31, 2015. A full-text copy of the press release is available for free at: http://is.gd/a6leqU About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. For the year ended Dec. 31, 2015, the Company reported a net loss of $85.07 million on $20.1 million of net revenues compared to a net loss of $54.2 million on $15.0 million of net revenues for the year ended Dec. 31, 2014. THERAPEUTICSMD INC: Incurs $20.9 Million Net Loss in Q1 ------------------------------------------------------- TherapeuticsMD, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $20.9 million on $4.93 million of net revenues for the three months ended March 31, 2016, compared to a net loss of $20.9 million on $4.47 million of net revenues for the same period in 2015. As of March 31, 2016, TherapeuticsMD had $192.96 million in total assets, $9.59 million in total liabilities and $183 million in total stockholders' equity. The Company has funded its operations primarily through public offerings of its Common Stock and private placements of equity and debt securities. For the three months ended March 31, 2016, and the year ended Dec. 31, 2015, the Company received approximately $134.9 million and $91.4 million in net proceeds, respectively, from the issuance of shares of its Common Stock. "As of March 31, 2016, we had cash and cash equivalents totaling approximately $182.1 million, however, changing circumstances may cause us to consume funds significantly faster than we currently anticipate, and we may need to spend more money than currently expected because of circumstances beyond our control." A full-text copy of the Form 10-Q is available for free at: http://is.gd/xp8m7D About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. For the year ended Dec. 31, 2015, the Company reported a net loss of $85.07 million on $20.1 million of net revenues compared to a net loss of $54.2 million on $15.0 million of net revenues for the year ended Dec. 31, 2014. TMOV INC: U.S. Trustee Forms 3-Member Committee ----------------------------------------------- The Office of the U.S. Trustee appointed three creditors of TMOV, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Fosham Shunde Xiumumitam Textile Shunde Lunjiao Integate Industrial Park Xinghua Zhony Road Phone: 0757-25519211 Fax: 0757-88504017 Representative: Thomas Business Law Group P.C. Stephen J. Thomas/Counsel 17800 Castleton Street, Suite 657 City of Industry, CA 91748 Phone: (626) 771-1005 Fax: (626) 628-1905 Email: sjt@corporatefirm.com (2) Zhejiang Sanyuan Holding Group Co. Ltd. Attn: Qian Jing/Vice General Manager No. 1888 Jianghui Road Hangzhoum, China Phone: +86-571-83783578 Fax: +86-571-83691333 Email: QJ@SAN-YUAN.CN (3) Zhuolang Garment Co. Ltd. Attn: Kuang Ren feng/Manager No 9M Xinhua Industrial Zone Junnan Road, Junan Town, Shunde Foshan City, Guang Dong China Area Phone: +86-757-25502781 Fax: +86-757-25502780 Email: yaodongmei999@126.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About TMOV Inc. TMOV, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Central District of California (Los Angeles) (Case No. 16-13649) on March 22, 2016. The petition was signed by Kimmy Song, president. The Debtor is represented by Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver APC. The case is assigned to Judge Sandra R. Klein. The Debtor estimated assets of $50,000 to $100,000 and debts of $10 million to $50 million. TOWN SPORTS: Files Form S-8 Prospectus with SEC ----------------------------------------------- Town Sports International Holdings, Inc. filed with the Securities and Exchange Commission a Form S-8 registration statement to register (i) 300,000 shares of its common stock, par value $0.001 per share, issued to Gregory Bartoli pursuant to the terms of the Restricted Stock Agreement, dated Aug. 19, 2015, between the Company and the Selling Stockholder and (ii) 450,000 shares of Common Stock issuable upon the exercise of stock options granted to Mr. Bartoli under the Non-Qualified Stock Option Agreement, dated Aug. 19, 2015, between the Company and Mr. Bartoli. A copy of the prospectus is available at http://is.gd/SZegsI About Town Sports About Town Sports International Holdings, Inc.: New York-based Town Sports International Holdings, Inc. is one of the leading owners and operators of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 151 fitness clubs as of March 31, 2016, comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12 Washington Sports Clubs (one of which is partly-owned), five Philadelphia Sports Clubs, and three clubs located in Switzerland, and three BFX Studio locations. In addition, the Company also has one partly-owned club that operated under a different brand name in Washington, D.C. as of March 31, 2016. These clubs collectively served approximately 553,000 members as of March 31, 2016. For more information on TSI, including the Company's Form 10-Q for the quarterly period ended March 31, 2016, visit http://investor.mysportsclubs.com. As of March 31, 2016, Town Sports had $300.45 million in total assets, $403.25 million in total liabilities and a total stockholders' deficit of $102.79 million. * * * As reported by the TCR on March 14, 2016, Standard & Poor's Ratings Services said it raised its corporate credit rating on New York City-based Town Sports International Holdings Inc. to 'CCC+' from 'SD'. Town Sports carries a Caa2 corporate family rating from Moody's Investors Service. TOWN SPORTS: Incurs $6.92 Million Net Loss in First Quarter ----------------------------------------------------------- Town Sports International Holdings, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $6.92 million on $101 million of revenues for the three months ended March 31, 2016, compared to a net loss of $12.8 million on $111 million of revenues for the same period in 2015. As of March 31, 2016, Town Sports had $300 million in total assets, $403 million in total liabilities and a total stockholders' deficit of $103 million. As of March 31, 2016, the Company had $87.8 million of cash and cash equivalents. Patrick Walsh, executive chairman of TSI, commented: "We continue to strengthen the Company's balance sheet. Since current management took over, we have engaged in transactions to retire $100.9 million of debt for $40.7 million, or 40% of face value. Management remains focused on restoring Town Sports International to profitability by concentrating on our existing clubs and member base. Through calculated strategic actions we have made progress on this front and reported improved year over year results. We will continue to refine our promotional activity and marketing spend in order to improve our sales productivity." A full-text copy of the Form 10-Q is available for free at: http://is.gd/umVZu7 About Town Sports About Town Sports International Holdings, Inc.: New York-based Town Sports International Holdings, Inc. is one of the leading owners and operators of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 151 fitness clubs as of March 31, 2016, comprising 104 New York Sports Clubs, 27 Boston Sports Clubs, 12 Washington Sports Clubs (one of which is partly-owned), five Philadelphia Sports Clubs, and three clubs located in Switzerland, and three BFX Studio locations. In addition, the Company also has one partly-owned club that operated under a different brand name in Washington, D.C. as of March 31, 2016. These clubs collectively served approximately 553,000 members as of March 31, 2016. For more information on TSI, including the Company's Form 10-Q for the quarterly period ended March 31, 2016, visit http://investor.mysportsclubs.com. * * * As reported by the TCR on March 14, 2016, Standard & Poor's Ratings Services said it raised its corporate credit rating on New York City-based Town Sports International Holdings Inc. to 'CCC+' from 'SD'. Town Sports carries a Caa2 corporate family rating from Moody's Investors Service. TRIANGLE PETROLEUM: Wells Fargo Cuts Borrowing Base to $225M ------------------------------------------------------------ Triangle USA Petroleum Corporation, a wholly-owned subsidiary of Triangle Petroleum Corporation, received notice from Wells Fargo Bank, National Association, as administrative agent and issuing lender under the Second Amended and Restated Credit Agreement, dated Nov. 25, 2014, as amended by Amendment No. 1 on April 30, 2015, that its borrowing base has been redetermined in accordance with the Credit Facility and reduced to $225 million from $350 million, effective as of April 28, 2016. The new borrowing base will be in effect until TUSA's next borrowing base redetermination for the Credit Facility, which is expected to occur in October 2016. As of April 28, 2016, TUSA had $347.5 million of outstanding borrowings and $2.5 million of outstanding letters of credit under the Credit Facility, or $125 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). The Credit Facility provides that within 10 days after TUSA's receipt of a notification of a borrowing base deficiency, TUSA must elect to cure the borrowing base deficiency through any combination of the following actions: (A) repay amounts outstanding under the Credit Facility sufficient to cure the borrowing base deficiency within 30 days after receipt of the borrowing base deficiency notice; (B) pledge as collateral additional oil and gas properties acceptable to the administrative agent and lenders within 30 days after receipt of the borrowing base deficiency notice; (C) arrange to pay the deficiency in three equal monthly installments beginning 30 days after receipt of the deficiency notice; or (D) cure the borrowing base deficiency using a combination of options (A)-(C). As of April 28, 2016, TUSA had cash on hand of approximately $152 million. TUSA expects to elect to repay the borrowing base deficiency in three equal monthly installments, the first payment of which is due by May 31, 2016 (a payment due on a weekend or holiday shall be made on the next business day). About Triangle Petroleum Triangle Petroleum Corporation is a Denver-based oil and natural gas exploration and production company. Triangle Petroleum conducts its E&P, oilfield and midstream activities in the Williston Basin of North Dakota and Montana. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Jan. 31, 2016, citing that the Company does not have sufficient liquidity to meet this obligation, if called by the lenders. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRINITY RIVER: 341 Meeting of Creditors Set for May 31 ------------------------------------------------------ The meeting of creditors of Trinity River Resources LP is set to be held on May 31 at 2:00 p.m., according to a filing with the U.S. Bankruptcy Court for the Western District of Texas. The meeting will take place at the Homer Thornberry Building, Austin Room 1500, 903 San Jacinto, Austin, Texas. 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 Trinity River Trinity River Resources LP sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Texas (Austin) (Case No. 16-10472) on April 21, 2016. The Debtor is represented by Chelsea Rose Dal Corso, Esq., and William A. (Trey) Wood III, Esq., at Bracewell LLP. The case is assigned to Judge Tony M. Davis. The Debtor estimated assets of $50 million to $100 million and debts of $100 million to $500 million. TRINITY RIVER: Court Permits Interim Use of Cash Collateral ----------------------------------------------------------- Honorable Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, permits Trinity River Resources, LP, to use Cash Collateral solely to pay the expenses set forth in the Interim Budget, which will expire on the Final Hearing on May 16, 2016. The Court allows the Debtor a variance of less than or equal to 8% in the aggregate of the expense line items only when access to the cash collateral is made only in conformance with the expense line items in the Interim Budget. The Court also allows the Debtor a carve-out amount not to exceed $75,000 for the payment of fees and expenses of Professionals, however, if the Committee is appointed, the Committee may spend up to an aggregate amount not to exceed $30,000 of the Carve-Out to investigate the claims, liens and security interests of Lenders. Any party-in-interest objecting to the entry of the proposed Final Order must file their written objections with the Clerk of the Bankruptcy Court no later than May 12, 2016. As reported earlier by the Troubled Company Reporter, the Debtor filed a motion with the Bankruptcy Court "seeking permission to use cash collateral of its existing secured lenders to fund its business operations and pay present operating expenses." "The Debtor faces immediate and irreparable harm to the estate absent the emergency consideration of the relief requested in this motion. The immediate use is necessary, and it will stabilize the Debtor's operations and revenue by paying ordinary, postpetition operating expenses, and any court approved prepetition expenses that may be at issue. Without authority to use Cash Collateral, the Debtor will not be able to function as a going concern, and will not be able to proceed to consideration of a plan of reorganization. “As adequate protection for the diminution in value of Cash Collateral, the Debtor intends to (i) maintain the value of its business as a going-concern, (ii) provide replacement liens upon now owned and after-acquired cash to the extent of any diminution in value of Cash Collateral, and (iii) provide superpriority administrative claims.” A full-text copy of the Interim Cash Collateral Order dated April 26, 2016, with Budget is available at http://is.gd/fKZ7zt About Trinity River Trinity River Resources, LP was established in 2010 as an oil and gas exploration and production company with a focus on East Texas non-operated working interests. Specifically, the Debtor owns approximately 63,000 net acres in the established Woodbine sands and Austin Chalk formations throughout Polk, Tyler, and Jasper counties. The Debtor's current net production is approximately 3,000 boe/d comprised of 43.5% oil and 56.5% rich gas from approximately 164 wells (27 vertical Woodbine wells and 137 horizontal Austin Chalk wells). The Debtor's working interests are primarily operated by its non-debtor affiliate BBX Operating, LLC. Trinity River filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-10472) on April 21, 2016. The petition was signed by Matthew J. Telfer as manager of Trinity River Resources, GP, LLC. The Debtor estimated assets in the range of $50 million to $100 million and liabilities of up to $500 million. The Debtor has hired Bracewell LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Scotiabank as investment banker. Judge Tony M. Davis is assigned to the case. TRINITY TEMPLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: The Trinity Temple Church of God in Christ 275 Dixwell Avenue New Haven, CT 06511 Case No.: 16-30714 Chapter 11 Petition Date: May 5, 2016 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Hon. Julie A. Manning Debtor's Counsel: Jeffrey M. Sklarz, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: 203-285-8545 Fax: 203-823-4546 E-mail: jsklarz@gs-lawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Charles H. Brewer, III, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb16-30714.pdf ULTRA PETROLEUM: Common Stock Trading Suspended on NYSE ------------------------------------------------------- The New York Stock Exchange suspended trading in Ultra Petroleum Corp.'s common stock at the market opening and notified the Company that its common stock is no longer suitable for listing pursuant to Section 802.01D of the NYSE continued listing standards. The NYSE reached this decision in view of the Company's April 29, 2016, announcement that it and certain of its subsidiaries had filed the bankruptcy petitions. In reaching its delisting determination, the staff of the NYSE also noted the uncertainty as to the timing and outcome of the bankruptcy process, as well as the ultimate effect of the process on the value of the Company's common stock. Under the NYSE listing procedures, the Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE, provided a written request for such review is filed with the Assistant Corporate Secretary of the NYSE within ten business days after receiving the notice of delisting. The Company has decided not to seek this review. The Company's common stock is expected to commence trading on the OTC Pink Marketplace under the symbol "UPLMQ" on May 3, 2016. The Company can provide no assurance that its common stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Company's common stock on this market, whether the trading volume of the Company's common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company's common stock will continue on this market in the future. Event of Defualt The filing of the Bankruptcy Petitions constitutes an event of default that accelerated the Company's obligations under the following debt instruments: * The Company's 5.750% Senior Notes due December 2018, issued pursuant to the indenture, dated December 12, 2013, between the Company and U.S. Bank National Association, as trustee; * The Company's 6.125% Senior Notes due October 2024 issued pursuant to the indenture, dated September 18, 2014, between the Company and U.S. Bank National Association, as trustee; * The Credit Agreement, dated as of October 6, 2011, among Ultra Resources, Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the lenders party thereto, as amended; and * Ultra Resources' 5.92% Senior Notes, Series 2008-B, due March 2018; 7.31% Senior Notes, Series 2009-A, due March 2016; 7.77% Senior Notes, Series 2009-B, due March 2019; 4.98% Senior Notes, Series 2010-A, due January 2017; 5.50% Senior Notes, Series 2010-B, due January 2020; 5.60% Senior Notes, Series 2010-C, due January 2022; 5.85% Senior Notes, Series 2010-D, due January 2025; 4.51% Senior Notes, 2010 Series E, due October 2020; 4.66% Senior Notes, 2010 Series F, due October 2022; 4.91% Senior Notes, 2010 Series G, due October 2025, issued pursuant to the Master Note Purchase Agreement, dated March 6, 2008, as supplemented. The Debt Instruments provide that as a result of the Bankruptcy Petitions the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce those payment obligations under the Debt Instruments are automatically stayed as a result of the Bankruptcy Petitions, and the creditors' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code. About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. The Company was incorporated on Nov. 14, 1979, under the laws of the Province of British Columbia, Canada. Ultra remains a Canadian company, but since March 2000, has operated under the laws of Yukon, Canada pursuant to Section 190 of the Yukon Business Corporations Act. The Company's principal business activities are developing its long-life natural gas reserves in the Green River Basin of southwest Wyoming -- the Pinedale and Jonah fields, its oil reserves in the Uinta Basin in northeast Utah and its natural gas reserves in the north-central Pennsylvania area of the Appalachian Basin. Each of Ultra Petroleum Corp., Keystone Gas Gathering, LLC, Ultra Resources, Inc., Ultra Wyoming LGS, LLC, Ultra Wyoming, Inc., UP Energy Corporation, UPL Pinedale, LLC, and UPL Three Rivers Holdings, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-32202) on April 29, 2016. The petitions were signed by Garland R. Shaw as chief financial officer. The Debtors listed total assets of $1.28 billion and total debts of $3.91 billion as of March 31, 2016. The Debtors have engaged Jackson Walker, L.L.P., and Kirkland & Ellis LLP as counsel; Rothschild, Inc. and Petrie Partners as investment bankers; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. Judge Marvin Isgur has been assigned the cases. ULTRA PETROLEUM: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. The committee members are: (1) Delaware Trust Company as Successor Indenture Trustee for the Ultra Petroleum Notes ATTN: Sandra E. Horwitz, Managing Director 2711 Centerville Road Wilmington, DE 19808 877- 374-6010 x 62412, (phone) 302-636-8666 (fax) shorwitz@delawaretrust.com (2) JPMorgan Chase Bank, N.A. as Agent for the bank group Attn: Jane Orndahl 277 Park Avenue, 22nd Floor Mailcode NY1-L271, New York, NY 10172 212-270-0522 (phone) 212-270-0433 (fax) jane.orndahl@chase.com (3) The Prudential Insurance Company of America et. al. Attn: )Thomas E. Luther, Managing Director 180 N. Stetson Ave. Suite 5600, Chicago, IL 60601 312-861-4432 (phone) 312-560-4222 (fax) thomas.luther@prudential.com (4) Halliburton Energy Services Attn: Elba Para, Credit and Claims Manager, 10200 Bellaire Blvd, 2NW 24E Houston, TX 77072-5206 281- 988-2193 (phone) elba.parra@halliburton.com; (5) Rockies Express Pipeline LLC Attn: Matthew Sheehy, President 4200 West 115th St., Suite 350 Leawood, KS 66211-2609 913-928-6028 (phone) matt.sheehy@tallgrassenergylp.com (6) Sunoco Partners Marketing & Terminals L.P. Attn: Mike Braverman, Counsel for Sunoco 215-246-8558 (phone) 866-244-5696 (fax) mrbraverman@sunocologistics.com; (7) Doyle and Margaret Hartman 500 N. Main Street Midland, TX 79701 432-684-4011 (phone) 432-682-7616 (fax) dhoo-ll@swbell.net. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. The Company was incorporated on Nov. 14, 1979, under the laws of the Province of British Columbia, Canada. Ultra remains a Canadian company, but since March 2000, has operated under the laws of Yukon, Canada pursuant to Section 190 of the Yukon Business Corporations Act. The Company's principal business activities are developing its long-life natural gas reserves in the Green River Basin of southwest Wyoming -- the Pinedale and Jonah fields, its oil reserves in the Uinta Basin in northeast Utah and its natural gas reserves in the north-central Pennsylvania area of the Appalachian Basin. Ultra Petroleum reported a net loss of $3.2 billion on $839 million of total operating revenues for the year ended Dec. 31, 2015, compared to net income of $543 million on $1.23 billion of total operating revenues for the year ended Dec. 31, 2014. In its report on the consolidated financial statements for the year ended Dec. 31, 2015, Ernst & Young LLP issued a "going concern" qualification stating that the Company's maturing Credit Agreement and debt covenant violation raise substantial doubt about the Company's ability to continue as a going concern. UNI-PIXEL INC: Incurs $8.41 Million Net Loss in First Quarter ------------------------------------------------------------- Uni-Pixel, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.41 million on $850,000 of revenue for the three months ended March 31, 2016, compared to a net loss of $5.68 million on $7,000 of revenue for the same period a year ago. As of March 31, 2016, Uni-Pixel had $17.88 million in total assets, $5.07 million in total liabilities and $12.81 million in total shareholders' equity. Jeffrey A. Hawthorne, president and chief executive officer of UniPixel, said, "The first quarter of 2016 marks an important transformational point in the history of UniPixel. One year ago, UniPixel was a pre-production company with no orders or revenue. During the past year we made a key acquisition, expanded our management with highly experienced technology executives and leveraged our acquired technology and manufacturing capabilities. Over the past nine months we introduced our products to many of the world's Tier 1 PC manufacturers, had those products tested and evaluated, and announced 14 design wins since the beginning of the calendar year. We have made important and substantial progress in a short period of time in both expanding our customer base and continuously upgrading our manufacturing process." "Our products are significantly differentiated from those that are currently in wide adoption," continued Mr. Hawthorne. "We see evidence that the market is shifting in favor of metal mesh, which is our technology base, as consumers are demanding devices that are thinner, lighter, faster with highly responsive touchscreens and advanced stylus capabilities, all of which are optimized with metal mesh technology. Our copper wire mesh touchscreen sensors and the ability to replace other materials in touchscreen module assemblies enable PC manufacturers to create products with those critically important attributes and uniquely positions UniPixel for growth in the coming years. Our recent program wins reflect the advantage of our unique technology and our creativity in designing real-world solutions for the next generation of computing devices." Mr. Hawthorne concluded, "Looking ahead, the 14 design wins we have announced since January 2016 will move through the standard qualification process and into production during the second half of calendar year 2016 and early 2017. Our focus is to successfully execute on these programs, leverage off of these programs with our industry leading customers for additional wins, and drive our technology roadmap to expand our product offerings. We are very pleased with the sales and marketing results of the first quarter and look toward the rest of the year with great anticipation." A full-text copy of the Form 10-Q is available for free at: http://is.gd/qvbZHt About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel reported a net loss of $37.02 million on $3.75 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $25.7 million on $0 of revenue for the year ended Dec. 31, 2014. UNIVERSAL ACADEMY: S&P Lowers 2014 Bonds to 'B+' ------------------------------------------------ S&P Global Ratings lowered its rating to 'B+' from 'BB-' on Arlington Higher Education Financial Corp., Texas' series 2014 tax-exempt fixed-rate education revenue bonds and taxable bonds, issued for LTTS Charter School Inc., doing business as Universal Academy (UA). The outlook is negative. "The downgrade reflects the significant decline in days' cash on hand to eight and large operating deficit of approximately $2 million as of fiscal 2015 year end," said S&P Global Ratings credit analyst Stephanie Wang. "Management attributed the financial weakness to growing pains associated with the first year of operations in the new building at the Coppell campus." The 2015 audit stated that the school was in violation of its coverage covenant and cash covenant but management has noted that there are prefunded payments held in a trust for the payment of debt service that should have been subtracted from the annual debt service requirement and included as part of the liquidity calculation, which results in the school being in compliance of the cash covenant. The coverage covenant is just below the 1.1x covenant (at 1.08x) but above 1.0x so no event of default declared. When rounding, the coverage covenant is at 1.1x, so management is unsure whether a management consultant will be required. Currently, there has been no delinquent or missed debt service payment nor does management expect any in the future. The bonds are secured by a gross revenue pledge, and all real and personal property subject to the deed of trust. "The negative outlook reflects our view of the very weak balance sheet, which offers the academy little financial flexibility," Added Ms. Wang. Despite efforts to improve financial management, results are still unproven and fiscal 2016 financial results may remain pressured. S&P believes that there is risk that the school may continue to hover at covenant levels with a possibility for violations. Further negative rating actions are possible should operations and cash levels fail to improve or actually worsen. Deterioration of the enrollment profile would also be viewed negatively. A violation of covenants that trigger an event of default would also result in a multi-notch downgrade. A positive rating action is possible should financials stabilize and the school is able to grow enrollment and demonstrate the ability to sustain greater than 1.1x maximum annual debt service coverage, and more than 30 days' cash. UA operates two schools under one charter. One campus is located in Coppell, Texas and the other is located approximately 12 miles north in Irving, Texas. Total enrollment in fall 2015 was 1,985. USA DISCOUNTERS: Committee Wants Cash Collateral Order Modified --------------------------------------------------------------- The Official Committee of Unsecured Creditors of USA Discounters, Ltd., et al., asks the Bankruptcy Court to modify the Cash Collateral Order in order to eliminate the continued current payment of interest to the Debtor USA Discounters, Ltd.'s Lenders as adequate protection. The Committee explains that it consented to the payment of default rate interest to the Lenders based upon the Debtors and the Lenders' original plan to quickly wind down the Debtors' operations and confirm a plan of liquidation by February 8, 2016. However, the Committee complains that almost two months past the original confirmation deadline, the Debtors have long since completed the wind down of their operations, but the Debtors and the Lenders refuse to move forward with a plan until resolution of certain state attorneys general and other claims that existed prepetition and that the Debtors and the Lenders certainly knew about when they proposed the February 8 confirmation deadline. The Debtors and the Prepetition Agent, Wells Fargo Bank, N.A., complain that Rule 60(b) does not permit the Committee to renegotiate the Final Cash Collateral Order under the guise of a "reconsideration" motion seven months after its entry when in fact the Committee participated actively in arms-length negotiations concerning the Final Cash Collateral Order and obtained concessions from the Prepetition Agent. Furthermore, the Objectors explain that the Motion is premature because the Final Cash Collateral Order preserves the Committee's right to seek to recharacterize Adequate Protection Payments, to wit: "To the extent that any cash payment of interest, fees and expenses as adequate protection to the Secured Parties is not allowed, such payments may be recharacterized and applied as payments of principal owed under the Prepetition Credit Documents." Counsel to the Debtors and Debtors in Possession: Laura Davis Jones, Esq. James E. O’Neill, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com joneill@pszjlaw.com crobinson@pszjlaw.com -- and -– Lee R. Bogdanoff, Esq. Michael L. Tuchin, Esq. Whitman L. Holt, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4023 Facsimile: (310) 407-9090 Email: lbogdanoff@ktbslaw.com mtuchin@ktbslaw.com wholt@ktbslaw.com sgurvitz@ktbslaw.com The Official Committee of Unsecured Creditors is represented by: Domenic E. Pacitti, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street – Suite 1000 Wilmington, Delaware 19801-3062 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: dpacitti@klehr.com — and — Eric R. Wilson, Esq. Jason R. Adams, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, New York 10178 Telephone: (212) 808-7800 Facsimile: (212) 808-7897 Email: ewilson@kelleydrye.com jadams@kelleydrye.com Wells Fargo Bank, N.A. is represented by: Regina Stango Kelbon, Esq. BLANK ROME LLP 1201 Market Street, Suite 800 Wilmington, Delaware 19801 Telephone: (302) 425-6400 Facsimile: (302) 425-6464 E-mail: kelbon@blankrome.com -- and -- John E. Lucian, Esq. Kevin J. Baum, Esq. Gregory F. Vizza, Esq. BLANK ROME LLP One Logan Square 130 North 18th Street Philadelphia, Pennsylvania 19103-6998 Telephone: (215) 569-5500 Facsimile: (215) 569-5555 E-mail: ucian@blankrome.com aum@blankrome.com vizza@blankrome.com About USA Discounters USA Discounters, Ltd., was founded in May 1991. in the City of Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. It sold goods through two groups of stores -- one group of specialty retail stores operating under the "USA Living" brand, typically in standalone locations, and seven additional retail stores operating under the "Fletcher's Jewelers" brand, typically in major shopping malls. USA Discounters, Ltd., and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on Aug. 24, 2015, to wind down the business. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson Consultants, LLC, as claims and noticing agent. USA Discounters Ltd. disclosed total assets of $97,490,455 plus an undetermined amount and total liabilities of $63,011,206 plus an undetermined amount. The Official Committee of Unsecured Creditors is represented by Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc., serves as its financial advisor. UTSTARCOM HOLDINGS: Gu Guoping, et al., Own 31.7% Ordinary Shares ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Gu Guoping, Shanghai Phicomm Communication Co., Ltd., Phicomm Technology (Hong Kong) Co., Limited, The Smart Soho International Limited and Chongqing Liangjian New Area Strategic Emerging Industries Equity Investment Fund Partnership (Limited Liability Partnership) disclosed that as of April 29, 2016, they beneficially own 11,739,932 Ordinary Shares, Par Value US$0.00375 per share of UTStarcom Holdings Corp. representing 31.7 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/yAxU7r About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. UTStarcom reported a net loss of $20.7 million on $117 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $30.3 million on $129 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, UTStarcom had $205 million in total assets, $115 million in total liabilities and $90.3 million in shareholders' equity. VALEANT PHARMACEUTICALS: S&P Revises Watch on 'B' CCR to Positive ----------------------------------------------------------------- S&P Global Ratings revised the CreditWatch implications on its 'B' corporate credit rating and 'BB-' secured debt rating on Valeant Pharmaceuticals International Inc. to positive from developing. S&P lowered the ratings to current levels and placed them on CreditWatch with developing implications on April 14, 2016. The 'B-' rating on the unsecured debt remains on CreditWatch with developing implications. The recovery rating on the secured debt is '1', reflecting S&P's expectation for very high (90%-100%) recovery in the event of a default. The recovery rating on the unsecured debt is '5', generally indicating expectations for modest (10%-30%, at the upper end of the range) recovery in the event of a payment default. "The revised CreditWatch implications on the corporate credit rating and secured debt rating [to positive from developing] reflects the reduction in the risk of a near-term default following the April 29, 2016, 10-K filing," said Standard & Poor's credit analyst David Kaplan. The company had delayed filing its 10-K for the fiscal year ended Dec. 31, 2015. In addition, last week's filing of the audited financial statements with only modest restatements alleviates uncertainty about the reliability of previously reported financial performance. Notwithstanding that the company provided financial guidance, visibility into 2016 operating performance is limited. S&P believes Valeant's reputation and business relationships have been materially harmed by the company's aggressive strategies including significant drug price increases and the use of Philidor as a distribution channel, and S&P believes the company's ability to grow organically is likely to be significantly constrained going forward. S&P views the change in the CEO and substantial changes to the board as incrementally positive for the company's reputation, though S&P still expects the company to face continued reputational, legal, and regulatory headwinds. S&P could raise the corporate credit rating to 'B+' once it has greater confidence that 2016 operating trends will meet S&P's base case. This could occur once the company reports results for the second quarter of 2016, providing the company remains comfortable affirming its most recent financial guidance for 2016. The developing CreditWatch on the 'B-' unsecured debt rating reflects the potential for either an upgrade or a downgrade. The potential upgrade on the unsecured debt to 'B' could occur if the company pursues material asset sales and reduces secured debt outstanding by at least several billion dollars, such that recovery prospects for unsecured lenders are materially improved. Alternatively, S&P could lower the rating to 'CCC+' if it concludes the company's profitability is likely to fall materially short of S&P's base case, such that it don't raise the corporate credit rating, and providing S&P also no longer believes that asset sales are likely in the near term. Absent asset sales S&P expects to revise the unsecured recovery rating to '6', which would result in an issue-level rating two notches lower than the corporate credit rating. S&P expects that following receipt of second-quarter earnings, it will be able to determine if the company is on track to meet S&P's 2016 forecast, in which case it will consider a one-notch upgrade to the corporate credit rating and secured debt rating. In the event that guidance is lowered before the second quarter S&P may resolve the CreditWatch earlier. S&P will also be monitoring the company's posture toward meaningful asset sales to make the final determination on the recovery rating on the senior unsecured debt. VEREIT INC: S&P Revises Outlook to Positive & Affirms 'BB' CCR -------------------------------------------------------------- S&P Global Ratings revised its outlook on VEREIT Inc. to positive from stable. At the same time, S&P affirmed its 'BB' corporate credit rating. The outlook revision follows VEREIT's successful execution of some of the key business plans detailed previously. In August 2015, the company outlined a four-pronged strategy with a focus on portfolio enhancement, restoring the brand value of Cole Capital, reducing debt and improving the balance sheet, and establishing a sustainable dividend. "In addition to maintaining solid operating performance in its core portfolio, we believe the new senior management team and recently appointed board of directors have achieved some critical milestones," said credit analyst Anita Ogbara. "Namely, VEREIT completed $1.4 billion in asset sales and applied proceeds to reduce consolidated debt by $2.4 billion and bolster its liquidity position, as well as remediate all material financial weaknesses associated with its 2014 financial audit. Still, there is lack of clarity regarding unquantified litigation liabilities related to accounting improprieties identified in October 2014." The outlook is positive. S&P expects VEREIT to maintain operating performance at or near current levels and will continue to opportunistically sell assets to reduce debt, and strategically raise capital through its investment platform, Cole Capital. S&P expects full-year 2016 debt to EBITDA at about 8x, FCC in the high 2x area, and debt to undepreciated capital at below 50%. S&P could raise the rating if the company continues to execute its business plan, strengthens its competitive position via effective capital deployment in acquisitions, and continues to improve its leverage profile modestly by applying asset sale proceeds to reduce debt, while maintaining debt to EBITDA in the 8x area, FCC above 2.5x, and debt to undepreciated capital declining below 50%. Under this scenario, S&P also expects VEREIT to stabilize its asset portfolio and pursue a disciplined acquisition strategy to enhance its portfolio. S&P could lower the rating if the VEREIT's strategic initiatives stumble, if the company experiences issues with liquidity, possibly because of a large litigation cost, or if S&P believes leverage/financial policy will be sustained with debt to EBITDA above 9.5x and FCC below 1.7x. VERTAFORE INC: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------- S&P Global Ratings placed its ratings on Bothell, Wash.-based Vertafore Inc., including its 'B' corporate credit rating, on CreditWatch with negative implications. As part of the acquisition, S&P expects that the company will repay its $620 million first-lien term loan due 2019 and $260 million second-lien term loan due 2017. S&P will withdraw the ratings on the company after the transaction closes. The CreditWatch placement follows Vertafore's announcement that Bain Capital and Vista Equity Partners agreed to acquire the company from private equity firm TPG Capital. "We believe the transaction could result in Vertafore's leverage increasing from current debt to EBITDA of 4.9x," said S&P Global Ratings analyst Sylvester Malapas. VISUALANT INC: Incurs $295,000 Net Loss in Second Quarter --------------------------------------------------------- Visualant, Incorporated, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $294,691 on $1.46 million of revenue for the three months ended March 31, 2016, compared to net income of $2.24 million on $1.43 million of revenue for the same period in 2015. For the six months ended March 31, 2016, the Company reported a net loss of $2.30 million on $2.75 million of revenue compared to a net loss of $915,058 on $3.27 million of revenue for the six months ended March 31, 2015. As of March 31, 2016, Visualant had $3.03 million in total assets, $9.66 million in total liabilities, all current, and $6.62 million in total stockholders' deficit. The Company had cash of $521,000 and net working capital deficit of approximately $4,467,000 (excluding the derivative liability- warrants of $3,574,000) as of March 31, 2016. The Company expects losses to continue as it commercializes its ChromaID technology. The Company's cash used in operations for the six months ended March 31, 2016, and the years ended Sept. 30, 2015, and 2014 was $(1,188,000) ($240,000) and $(1,379,000), respectively. The Company believes that its cash on hand will be sufficient to fund its operations through June 30, 2016. A full-text copy of the Form 10-Q is available for free at: http://is.gd/hSdA5U About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.63 million on $6.29 million of revenue for the year ended Sept. 30, 2015, compared to a net loss of $1.01 million on $7.98 million of revenue for the year ended Sept. 30, 2014. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. VIVID SEATS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings said that it assigned its 'B' corporate credit rating to Chicago-based private equity firm Vivid Seats LLC. The rating outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating to Vivid Seat's $20 million first-lien senior secured revolving credit facility and $253 million first-lien senior secured term loan. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; upper half of the range) of principal in the event of a payment default. "The 'B' corporate credit rating on Vivid Seats reflects the company's highly substitutable product and services, the somewhat low barriers to entry in the secondary ticket market, and the company's aggressive financial policy," said S&P Global Ratings credit analyst Khaled Lahlo. "These weaknesses are partially offset by Vivid Seats' strong relationships with professional ticket brokers, our expectation for healthy discretionary cash flow in 2016, and the company's adequate liquidity." On Feb. 18, 2016, Vivid Seats announced a series of revisions to the first-lien term loan offering. The changes include increasing the first-lien senior secured term loans to $253 million from $240 million, scaling back the term loan to six years from seven years, and increasing the annual amortization to 5% from 1%. "The stable rating outlook reflects our expectation that Vivid Seats will enjoy good operating performance with double-digit revenue growth in 2016 and possibly in 2017, while maintaining adequate liquidity," said Mr. Lahlo. "However, we believe that adjusted debt leverage will likely remain above 5x due to the company's financial sponsor ownership." S&P could lower its corporate credit rating on Vivid Seats if poor operating performance causes the company's discretionary cash flow to decline to a near breakeven level. This could occur if revenue growth declines by 3% and gross margin decreases to below 70% in 2016. Additionally, S&P could lower the rating if the company's business risk profile assessment weakens due to a significant increase in competitive pressure (likely from a new competitor), market share losses, or lower-than-expected return on marketing investments. S&P could raise the rating if the company reduces leverage to below 5x on a sustained basis and commits to a less aggressive financial policy. S&P believes this is less likely, given the company's private equity ownership. WELLNESS CENTER: Weinberg & Co. Replaces Li and Co. as Auditors --------------------------------------------------------------- The Audit Committee of the Board of Directors of Wellness Center USA, Inc. has completed a review regarding the appointment of the Company's independent registered public accounting firm for the year ending Sept. 30, 2016, and for the interim period continuing from May 2, 2016, through such fiscal year end. As a result of this process on April 29, 2016, the Audit Committee engaged Weinberg & Company, P.A., 1925 Century Plaza East, Suite 1120, Los Angeles, California 90067 (310) 601-2200, as the Company's independent registered public accounting firm for said fiscal year and interim period, and dismissed Li and Company, PC from that role. The audit reports of Li & Co. on the Company's consolidated financial statements as of and for the fiscal years ended Sept. 30, 2015, and Sept. 30, 2014, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern. During the fiscal years ended Sept. 30, 2015, and Sept. 30, 2014, and the subsequent interim period through April 29, 2016, there were (i) no "disagreements" as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Li & Co. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. During the fiscal years ended Sept. 30, 2015, and Sept. 30, 2014, and the subsequent interim period through April 29, 2016, neither the Company nor anyone acting on its behalf has consulted with WCPA, according to a Form 8-K report filed with the Securities and Exchange Commission. About Wellness Center Wellness Center USA, Inc. (WCUI:OTC US) is an alternative healthcare, medical device solutions and online nutraceutical sales company. The Company has four business units: Stealth Mark, which sells, licenses or provides certain authentication and encryption products and services; National Pain Centers, Inc., which specializes in spine and multimodal pain; Psoria-Shield Inc., a developer and manufacturer of Ultra Violet (UV) phototherapy devices for the treatment of skin diseases; and CNS-Wellness LLC, which specializes in the treatment of brain-based behavioral health disorders. As of Dec. 31, 2015, the Company had $973,336 in total assets, $922,216 in total liabilities and $158,858 in total stockholders' equity and a $107,738 in noncontrolling interest. Wellness Center reported a net loss of $4.86 million for the fiscal year ended Sept. 30, 2014, compared to a net loss of $2.81 million for the fiscal year ended Sept. 30, 2013. Li and Company, PC, in Skillman, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2014. The independent auditors noted that the Company had an accumulated deficit at Sept. 30, 2014, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern. WELLSVILLE FOUNDRY: Court Extends Plan Exclusivity to Aug. 10 ------------------------------------------------------------- Bankruptcy Judge Kay Woods of the U.S. Bankruptcy Court for the Northern District of Ohio granted the request of The Wellsville Foundry, Inc., to extend the Debtor's exclusive right to file a Plan of Reorganization to Wednesday, August 10, 2016, and the Debtor's exclusive right to obtain acceptances to the Plan to Monday, October 10, 2016. This Order is without prejudice to the Debtor's right to request further extensions of time if necessary and appropriate. The Wellsville Foundry, Inc., based in Wellsville, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 15-41687) on September 15, 2015. Judge Kay Woods presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by C.H. Gilmore, president. The Debtor is represented by: Guy C. Fustine, Esq. KNOX McLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501-1461 Tel: (814) 459-2800 E-mail: gfustine@kmgslaw.com WEST CORP: Reports $44.6 Million Net Income for First Quarter ------------------------------------------------------------- West Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $44.6 million on $571 million of revenue for the three months ended March 31, 2016, compared to net income of $80.5 million on $565 million of revenue for the same period in 2015. As of March 31, 2016, West Corp had $3.52 billion in total assets, $4.05 billion in total liabilities and a total stockholders' deficit of $536 million. "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities and the Senior Secured Revolving Credit Facility could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation." A full-text copy of the Form 10-Q is available for free at: http://is.gd/k42f40 About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corporation reported net income of $242 million on $2.28 billion of revenue for the year ended Dec. 31, 2015, compared to net income of $158 million on $2.21 billion of revenue for the year ended Dec. 31, 2014. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WINDSOR FINANCIAL: Objects to Conversion Bid -------------------------------------------- Windsor Financial Group LLC objects to ASICS America Corporation's motion to convert the Debtor's case to a Chapter 7 proceeding or, in the alternative, to appoint a Chapter 11 Trustee. The Debtor argues that the transactions that ASICS vilifies in its Motion occurred prior to the Petition Date and all amounts due to the Debtor were repaid by the related parties prior to the Petition Date where each transaction were substantially contemporaneously accounted for was recorded in the Debtor's general ledger as either "due to" a related party (in the case of advancements made to the Debtor) or as "due from" a related party. Moreover, the Debtor tells the Court that it has already filed a Plan and is currently negotiating revisions to the Plan to satisfy the concerns of the Committee -- the releases that ASICS finds offensive likely will be removed from the revised Plan that the Debtor intends to submit once its discussions with the Committee are finalized – where the key revisions to the Plan that the parties are negotiating include preserving the estate'x causes of action against related parties with respect to related party transactions and permitting the Committee to review the related party transactions and seek to recover any amounts that remain due from any related party. Accordingly, the Debtor states that the Court should permit the Debtor to conclude its discussions with the Committee, file a revised Plan, seek approval of a disclosure statement, and allow all creditors to cast their votes rather than converting the Chapter 11 Case at the request of ASICS -- who will be the sole beneficiary of conversion -- considering that all creditors of the Debtor stand to benefit immensely from confirmation of a Plan. It is simply inappropriate to disenfranchise creditors, displace the Debtor's management, and rob the Debtor of a reasonable opportunity to propose a Plan on the basis of a request by the only party who stands to benefit from conversion and on the thin evidence presented in support of that request. ASICS answers that the Debtor's General Ledger has provided further evidence of management’s prepetition looting of the Debtor’s assets -- as it now appears that no less than $5.1 million was taken from the Debtor by Armando Ruiz alone -- and made clear that the Debtor’s management has used its accounts to fund their own lavish lifestyles during the same that the Debtor was unable to meet its obligations and pay operating expenses. Even if the insiders did repay such amounts (of which there is no evidence), such treatment of the company accounts as a personal piggy bank is wholly inappropriate and constitutes blatant mismanagement that illustrates that the Debtor cannot be trusted to pursue the best interests of the Debtor’s estate, ASICS further says. Bellevue Square, LLC, joins ASICS 's Motion. Windsor Financial Group LLC is represented by: S. Jason Teele, Esq. Nicole Stefanelli, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas, 17th Floor New York, NY 10020 Telephone: (973) 597-2500 Facsimile: (973) 597-2400 Email: steele@lowenstein.com nstefanelli@lowenstein.com ASICS America Corporation is represented by: Jeffry A. Davis, Esq. Kaitlin R. Walsh, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. Chrysler Center 666 Third Avenue New York, NY 10017 Telephone: (212) 935-3000 Email: JADavis@mintz.com KRWalsh@mintz.com Bellevue Square, LLC is represented by: David A. Nold, Esq. NOLD MUCHINSKY PLLC 10500 NE 8th Street, Ste. 930 Bellevue, WA 98004 Telephone: (425) 289-5555 Email: dnold@noldmuchlaw.com About Windsor Financial Group Windsor Financial Group LLC owned and operated ASICS retail stores in the United States through a license agreement with ASICS America Corporation. It opened 13 ASICS retail stores -- including ASICS's North American flagship store in Times Square -- expanding ASICS's brand and presence in the United States. On June 24, 2015, ASICS terminated Windsor's retail operating agreement due to breach, including for failure to pay for merchandise it purchased for resale. On July 28, 2015, ASICS filed a complaint against Windsor in the California District Court, Civil Action No. 8:15-cv-01194-JVS-JVM, for injunctive relief and damages for the Debtor's breach of the MRA, trademark infringement and unfair competition. ASICS seeks damages of no less than $5,753,096. Windsor Financial Group filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016, intending to use the chapter 11 process to sue ASICS for its misconduct and fraud in the hopes of using those litigation proceeds to provide a distribution to creditors and equity. Armando Ruiz, the CEO, signed the bankruptcy petition. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Lowenstein Sandler LLP serves as the Debtor's counsel. WRIGHTWOOD GUEST: Asks to Use Cash to Hold Booked Weddings ---------------------------------------------------------- Chapter 11 Trustee Richard J Laski asks the Bankruptcy Court's permission to use Cash Collateral on a limited basis through July 31, 2016, for the payment of costs and expenses necessary to hold the weddings that have already been booked with Wrightwood Guest Ranch, LLC. According to the Trustee, it will be impossible for the Trustee to maintain Wrightwood Guest Ranch as a going concern without using the Cash Collateral because substantially all the income of the Estate has received has been in the form of non-refundable regularly scheduled wedding deposit/prepayments paid pursuant to wedding contracts that the Debtor entered into with various parties in the ordinary course of its business prior to the Trustee's appointment. Although the Trustee has not permitted any further weddings to be booked since his appointment, there are currently contracts for a number of weddings scheduled to take place in summer of 2016, with approximately 15 such weddings scheduled to take place prior to July 31, 2016, and the Trustee just want to ensure that the weddings that have been booked in the ordinary course prior to his appointment are held as promised in order to avert disruption of business and the potential accrual of significant administrative claims from cancelled weddings. Moreover, the Trustee intends to use the Cash Collateral to pay the necessary costs of the limited operations, including maintenance and insurance costs, as well as to any quarterly fees to the Office of the U.S. Trustee as they become due. Greenlake Real Estate Fund, LLC -- the only known entity that asserts a security interest in the Cash Collateral -- complains that the Trustee failed to establish adequate protection to GreenLake since the monthly operating report shows that Debtor's principal is still funneling funds away from the Debtor and it fails to explain the identities of the entities to whom payments are being made. Although GreenLake recognizes that the Trustee is in difficult circumstances given that the Debtor's principal has mismanaged the Debtor from the outset of this case, but Greenlake tells the Court that the Trustee is still required to fully explain the cash position of the Debtor and to identify the entities to whom disbursements are being made for this should be a precondition to the case remaining in Chapter 11, let alone the use of cash collateral. However, in the event that the Court is inclined to grant the Motion, GreenLake requests that the Court limit its order to the four corners of the Trustee's Motion -- no revenue from other sources should be used. A full-text copy of the Cash Collateral Motion dated April 19, 2016, with Budget is available at http://bit.ly/1YgT3qX General Bankruptcy and Restructuring Counsel for Richard J. Laski, Chapter 11 Trustee: Aram Ordubegian, Esq. M. Douglas Flahaut, Esq. ARENT FOX LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Telephone: 213.629.7400 Facsimile: 213.629.7401 Email: aram.ordubegian@arentfox.com douglas.flahaut@arentfox.com GreenLake Real Estate Fund LLC is represented by: Timothy L. Neufeld, Esq. Yuriko M. Shikai, Esq. Eva Wong, Esq. NEUFELD MARKS A Professional Corporation 315 W. 9th Street, Suite 501 Los Angeles, California 90015 Telephone: (213) 625-2625 Facsimile: (213) 625-2650 Email: tneufeld@neufeldmarks.com yshikai@neufeldmarks.com ewong@neufeldmarks.com -- and -- Stephen F. Biegenzahn, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Avenue of the Stars, 11th Floor Los Angeles, California 90067 Telephone: (310) 552-8210 Facsimile: (310) 733-5442 Email: sbiegenzahn@flg-law.com About Wrightwood Guest Ranch Wrightwood Guest Ranch LLC, a California limited liability company, provides recreational services such as Snow Play, Zip Line, endurance races, logging and other outdoor events at a 300-acre property it owns in Wrightwood area of Los Angeles County. WGR also operates a wedding and special event center at a 2.45-acre property at Wrightwood area. WGR is 60% owned by Richard and Judy Halllett and 40% owned by GREF WGR I, LLC, an affiliate of secured creditor GreenLake Real Estate Fund, LLC. WGR owns 100% of the interests in Wrightwood Guest Ranch Holdings, LLC, which in turns owns 100% of the interests in Wrightwood Canopy Tours, LC. Being concerned about GreenLake's threat of foreclosure, unsecured creditors Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an involuntary petition against Wrightwood Guest Ranch LLC (Bankr. C.D. Cal. Case No. 15-17799) on Aug. 5, 2015. The Petitioners' counsel is Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside, California. The Bankruptcy Court on Aug. 31, 2015, granted Wrightwood Guest Ranch's request for relief under Chapter 11 and vacated the Involuntary Petition filed against the Debtor. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Walter & Wilhelm Law Group as bankruptcy counsel; Hall & Company as accountants; and Baker, Manock & Jensen as special counsel. * * * The Debtor filed a proposed Plan and Disclosure Statement on Oct. 26, 2015. On Dec. 4, 2014, it filed an amended Plan and Disclosure Statement. Under the Plan, the Debtor intends to pay unsecured creditors 100 percent of their allowed claims, together with interest at a rate of 1.5 percent. Part of the creditor payments will be made in semi-annual installments over the course of the next 60 months; the remainder will be paid "with a balloon payment due at the end of the sixtieth month following the Effective Date." WWW STORAGE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of WWW Storage, LLC. WWW Storage, LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Washington (Seattle) (Case No. 16-11703) on March 30, 2016. The petition was signed by Chris Kealy, manager/member. The Debtor is represented by Maria S. Stirbis, Esq., at the Liberty Law, LLC. The case is assigned to Judge Timothy W. Dore. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. [*] BakerHostetler to Use ROSS Intelligence for Bankruptcy Team --------------------------------------------------------------- ROSS Intelligence on May 5 disclosed that AmLaw100 law firm BakerHostetler has agreed to retain use of ROSS Intelligence's artificial intelligence legal research product, ROSS. ROSS Intelligence Co-Founder Andrew Arruda officially announced the partnership at Vanderbilt Law School's "Watson, Esq." conference in Nashville, Tennessee in April. BakerHostetler will license ROSS for use in its Bankruptcy, Restructuring and Creditors' Rights team. The ROSS platform is built upon Watson, IBM's cognitive computer. With the support of Watson's cognitive computing and natural language processing capabilities, lawyers ask ROSS their research question in natural language, as they would a person, then ROSS reads through the law, gathers evidence, draws inferences and returns highly relevant, evidence-based candidate answers. ROSS also monitors the law around the clock to notify users of new court decisions that can affect a case. The program continually learns from the lawyers who use it to bring back better results each time. "At BakerHostetler, we believe that emerging technologies like cognitive computing and other forms of machine learning can help enhance the services we deliver to our clients," said Bob Craig, Chief Information Officer. "We are proud to team up with innovators like ROSS and we will continue to explore these cutting-edge technologies as they develop." "BakerHostetler's commitment to the future of the legal practice and ensuring they continue to deliver the highest level of value to their clients completely aligns with our vision at ROSS Intelligence," said Andrew Arruda, CEO/Cofounder. "BakerHostetler has been using ROSS since the first days of its deployment and we are proud to partner with a true leader in the industry as we continue to develop additional AI legal assistants." About ROSS Intelligence ROSS Intelligence began out of research at the University of Toronto in 2014 with the goal of building an AI legal research assistant to allow lawyers to enhance and scale their abilities. In June of 2015, after receiving funding from famed Silicon Valley accelerator Y Combinator, ROSS Intelligence relocated from Toronto, Canada to Palo Alto, California. Just ten months after they began teaching ROSS bankruptcy law, the company has been commercializing its first offering. The company is currently in the process of teaching ROSS a variety of other practice areas with the aim that every legal practitioner in the world will have ROSS as a member of their legal team. About BakerHostetler Celebrating the 100th anniversary of its founding this year, BakerHostetler -- http://www.bakerlaw.com-- is a national law firm that helps clients around the world to address their most complex and critical business and regulatory issues. With five core national practice groups -- Business, Employment, Intellectual Property, Litigation, and Tax -- the firm has more than 940 lawyers located in 14 offices coast to coast. BakerHostetler is widely regarded as having one of the country's top 10 tax practices, a nationally recognized litigation practice, an award-winning data privacy practice, and an industry-leading business practice. The firm is also recognized internationally for its groundbreaking work recovering more than $10 billion in the Madoff Recovery Initiative, representing the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC. [*] Brian Williams Joins Carl Marks Advisors as Managing Director ----------------------------------------------------------------- Carl Marks Advisors, a consulting and investment banking advisory firm to middle market companies, on May 5 disclosed that Brian A. Williams has joined the firm as managing director, supporting their investment banking and advisory teams in the oil and gas sector. Mr. Williams brings 20 years of oil and gas investment banking, strategic advisory, and operating experience focused on mergers and acquisitions, public and private capital raises, restructurings, principal investing and executive management. "Brian is a tremendous asset to our energy team, and his reputation and expertise in the oil and gas industry -- particularly in oilfield services -- is a valuable complement to Carl Marks Advisors' qualifications and capabilities," said Duff Meyercord, Managing Partner at the firm. "Carl Marks Advisors has been extremely busy in the energy sector over the last several years and the addition of Brian will help further expand our footprint. We are delighted to have him on our team," added Mr. Meyercord. Prior to joining Carl Marks Advisors, Brian served as Chief Financial Officer, Co-founder and Director of Cretic Energy Services, a provider of leading-edge completion services to oil and gas producers where he led Cretic through its business plan development, fund raising, start-up, growth and execution phases. Previously, Mr. Williams led the oilfield services investment banking practices at Macquarie Capital and Tristone Capital. Mr. Williams earned a BS in Industrial Engineering from Rensselaer Polytechnic Institute and an MBA from Harvard Business School. About Carl Marks Advisors Carl Marks Advisory Group LLC (Carl Marks Advisors) -- http://www.carlmarksadvisors.com-- a New York-based consulting and investment banking advisory firm serving middle-market companies, provides an array of investment banking and operational services, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management. The award-winning firm received the 2015 ACG New York Champion's Award for Deal of the Year in Manufacturing; was included in Turnarounds & Workouts 2015 Outstanding Turnaround Firms, Global M&A Network 2014 annual listing of the Top 100 Restructuring and Turnaround Professionals and Turnarounds & Workouts 2014 Outstanding Investment Banking Firms; received the 2013 & 2014 Turnaround Atlas Awards' Middle Market Restructuring Investment Banker of the Year; 2013 M&A Advisor's Sector Financing Deal of the Year (Real Estate); the 2013 Turnaround Atlas Awards' Healthcare Services Turnaround of the Year and Mid Markets Restructuring Investment Bank of the Year. Securities are offered through Carl Marks Securities LLC, member FINRA and SIPC. [*] Creditsafe Releases Key Metrics on Health of Retail Industry ---------------------------------------------------------------- Creditsafe USA Inc, the world's most used supplier of company business intelligence, reports that the clothing retailer AEROPOSTALE INC. registered in New York has filed for Chapter 11 bankruptcy. AEROPOSTALE, a company in the retail clothing sector, was incorporated in 1995. The company has shown an alarming decline in key financial metrics over the past three years. Not only has revenue dropped from $2.4 billion in 2013 to $1.5 billion in 2016, but the company has gone from being profitable in 2013 (profit before tax $59 million) to reporting significant losses in 2014 (-$186m), 2015 (-$222m) and 2016 (-$132m). Matthew Debbage, CEO, Creditsafe USA and Asia stated, "Caution should be given when granting credit within this sector -- with 30% of companies in this industry having a high risk credit rating. This compares unfavorably with the 10% average across all industries. There have also been other high profile bankruptcies in this sector in recent months including The Sports Authority, PACIFIC SUNWEAR, Cache and Delia's to name a few." Mr Debbage continued, "According to recent Creditsafe USA research, currently there are over 49,000 companies engaged in the operation of the retail clothing industry in the United States, employing over 3.3 million people. For 2016, the sector expects to report total sales in excess $500B." Key Industry Facts: 49,000 Companies $500B in Sales 3.3M Employees 30% companies in high risk About The Creditsafe Group The Creditsafe Group -- http://www.creditsafe.com-- is the world's most used supplier of company business intelligence, with ten Creditsafe Group reports downloaded every second. Privately owned and independently minded, Creditsafe is looking to change the way business information is used by providing high-quality data in an easy to use format that everyone in an organization can benefit from. Founded in Norway in 1997, Creditsafe has offices in countries all over the world including: the UK, Germany, France, Sweden, Ireland, Italy, Belgium, the Netherlands and the United States. Globally, Creditsafe employs over 1,200 people and has more than 90,000 subscription customers. Three years ago, the Creditsafe Group opened offices in the U.S. under the name Creditsafe, Inc. Its U.S. operations are headquartered in Allentown, Pa. with another facility in Phoenix, AZ. About Aeropostale, Inc. Aeropostale, Inc. is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. [*] Timothy Bennett Joins Seyfarth Shaw as Senior Counsel --------------------------------------------------------- Seyfarth Shaw LLP disclosed that Timothy C. Bennett has joined its Corporate Department as Senior Counsel Mr. Bennett is responsible for managing all aspects of a broad range of global client transactions, focusing on the distressed, illiquid and special situations markets, for clients ranging from boutique brokerages and hedge funds to global investment funds and the trading desks of international banks. His recent representative transactions include the acquisition and sale (including by way of auction) of bankruptcy claims, terminated derivative contracts, loan portfolios, restricted stock, interests in liquidating funds, structured settlements, and LSTA and LMA trades for bank debt of domestic and foreign borrowers. He has experience drafting and negotiating bespoke forms of agreement and structuring creative settlement solutions for clients to efficiently close deals and maximize profit while minimizing risk. He regularly analyzes credit agreements, indentures and related documentation, bankruptcy case filings, ISDA agreements, and corporate filings, all in furtherance of advising clients in the development and implementation of their trading and investment strategies. Mr. Bennett also represents financial institutions active in receivables financing and claim put transactions. Additionally, Mr. Bennett has experience in general corporate and finance matters, including corporate governance, M&A, securities law, and fund formation. He earned a J.D., cum laude, from Seton Hall University School of Law, Order of the Coif. He received a M.B.A. in Finance from the Seton Hall University Stillman School of Business and a B.A. from the College of the Holy Cross. [^] BOND PRICING: For the Week from May 2 to 6, 2016 ---------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CAS 12.750 74.000 12/15/2016 A. M. Castle & Co CAS 7.000 46.250 12/15/2017 ACE Cash Express Inc AACE 11.000 48.500 2/1/2019 ACE Cash Express Inc AACE 11.000 48.500 2/1/2019 Advanta Capital Trust I ADVNA 8.990 8.000 12/17/2026 Affinion Investments LLC AFFINI 13.500 43.966 8/15/2018 Alpha Appalachia Holdings Inc ANR 3.250 0.998 8/1/2015 Alpha Natural Resources Inc ANR 6.000 0.458 6/1/2019 Alpha Natural Resources Inc ANR 9.750 0.875 4/15/2018 Alpha Natural Resources Inc ANR 6.250 1.079 6/1/2021 Alpha Natural Resources Inc ANR 3.750 0.875 12/15/2017 Alpha Natural Resources Inc ANR 4.875 0.412 12/15/2020 Alpha Natural Resources Inc ANR 7.500 0.500 8/1/2020 Alpha Natural Resources Inc ANR 7.500 0.475 8/1/2020 Alpha Natural Resources Inc ANR 7.500 0.500 8/1/2020 Alta Mesa Holdings LP / Alta Mesa Finance Services Corp ALTMES 9.625 47.750 10/15/2018 American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019 American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019 American Gilsonite Co AMEGIL 11.500 55.000 9/1/2017 American Gilsonite Co AMEGIL 11.500 54.750 9/1/2017 Arch Coal Inc ACI 7.000 1.000 6/15/2019 Arch Coal Inc ACI 7.250 1.197 10/1/2020 Arch Coal Inc ACI 7.250 0.875 6/15/2021 Arch Coal Inc ACI 9.875 0.938 6/15/2019 Arch Coal Inc ACI 8.000 1.000 1/15/2019 Arch Coal Inc ACI 8.000 0.488 1/15/2019 Armstrong Energy Inc ARMS 11.750 42.250 12/15/2019 Armstrong Energy Inc ARMS 11.750 41.625 12/15/2019 Aspect Software Inc ASPECT 10.625 63.000 5/15/2017 Aspect Software Inc ASPECT 10.625 62.875 5/15/2017 Aspect Software Inc ASPECT 10.625 62.875 5/15/2017 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 7.750 15.145 1/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 17.949 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 15.250 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 15.250 8/15/2021 Avaya Inc AVYA 10.500 24.750 3/1/2021 Avaya Inc AVYA 10.500 27.000 3/1/2021 BPZ Resources Inc BPZR 6.500 5.000 3/1/2015 BPZ Resources Inc BPZR 6.500 2.659 3/1/2049 Basic Energy Services Inc BAS 7.750 34.125 2/15/2019 Berry Petroleum Co LLC LINE 6.375 24.500 9/15/2022 Berry Petroleum Co LLC LINE 6.750 19.250 11/1/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 9.000 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 7.625 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 7.375 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 7.375 10/15/2020 Caesars Entertainment Operating Co Inc CZR 10.000 44.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 12.750 39.000 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 41.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 38.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 43.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 43.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 43.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.250 10/1/2017 Cenveo Corp CVO 11.500 56.000 5/15/2017 Cenveo Corp CVO 7.000 41.625 5/15/2017 Chaparral Energy Inc CHAPAR 7.625 32.000 11/15/2022 Chaparral Energy Inc CHAPAR 9.875 19.125 10/1/2020 Chaparral Energy Inc CHAPAR 8.250 19.125 9/1/2021 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Claire's Stores Inc CLE 8.875 30.000 3/15/2019 Claire's Stores Inc CLE 10.500 56.870 6/1/2017 Claire's Stores Inc CLE 7.750 20.500 6/1/2020 Claire's Stores Inc CLE 7.750 21.375 6/1/2020 Clean Energy Fuels Corp CLNE 7.500 86.547 8/30/2016 Community Choice Financial Inc CCFI 10.750 45.750 5/1/2019 Comstock Resources Inc CRK 7.750 16.034 4/1/2019 Comstock Resources Inc CRK 9.500 15.750 6/15/2020 Creditcorp CRECOR 12.000 52.000 7/15/2018 Creditcorp CRECOR 12.000 52.000 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 44.805 5/1/2019 EPL Oil & Gas Inc EXXI 8.250 7.500 2/15/2018 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 49.740 4/15/2019 EXCO Resources Inc XCO 8.500 24.000 4/15/2022 EXCO Resources Inc XCO 7.500 40.346 9/15/2018 Eagle Rock Energy Partners LP / Eagle Rock Energy Finance Corp EROC 8.375 16.750 6/1/2019 Emerald Oil Inc EOX 2.000 2.000 4/1/2019 Endeavour International Corp END 12.000 1.017 3/1/2018 Endeavour International Corp END 12.000 1.017 3/1/2018 Energy & Exploration Partners Inc ENEXPR 8.000 1.970 7/1/2019 Energy & Exploration Partners Inc ENEXPR 8.000 1.970 7/1/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 9.750 20.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 3.000 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 3.000 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 20.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 2.815 8/15/2017 Energy XXI Gulf Coast Inc EXXI 11.000 37.250 3/15/2020 Energy XXI Gulf Coast Inc EXXI 9.250 4.000 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.500 4.750 12/15/2021 Energy XXI Gulf Coast Inc EXXI 6.875 4.750 3/15/2024 Energy XXI Gulf Coast Inc EXXI 7.750 4.500 6/15/2019 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FTS International Inc FTSINT 6.250 16.420 5/1/2022 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Farm Credit Banks FFCB 3.200 99.900 4/24/2030 Federal Farm Credit Banks FFCB 1.420 100.000 4/29/2019 Federal Farm Credit Banks FFCB 3.000 99.850 9/13/2027 Federal Farm Credit Banks FFCB 2.970 100.000 4/20/2026 Federal Farm Credit Banks FFCB 2.950 100.000 9/10/2027 Federal Home Loan Mortgage Corp FHLMC 0.900 99.749 8/11/2017 Federal Home Loan Mortgage Corp FHLMC 1.500 100.100 8/12/2019 Federal Home Loan Mortgage Corp FHLMC 0.520 100.000 11/10/2016 Federal Home Loan Mortgage Corp FHLMC 1.500 100.004 11/12/2019 Federal Home Loan Mortgage Corp FHLMC 1.300 100.003 2/12/2019 Federal Home Loan Mortgage Corp FHLMC 1.150 99.375 5/13/2019 Federal Home Loan Mortgage Corp FHLMC 1.650 100.005 5/12/2020 Federal Home Loan Mortgage Corp FHLMC 1.350 99.802 2/12/2019 Federal Home Loan Mortgage Corp FHLMC 1.100 99.720 2/12/2018 Federal National Mortgage Association FNMA 2.300 99.912 11/14/2022 Federal National Mortgage Association FNMA 3.000 99.925 11/15/2027 Federal National Mortgage Association FNMA 3.000 100.080 11/15/2027 Federal National Mortgage Association FNMA 2.250 99.949 11/15/2022 Federal National Mortgage Association FNMA 2.300 100.003 11/15/2022 Federal National Mortgage Association FNMA 3.050 100.000 11/15/2027 Federal National Mortgage Association FNMA 2.250 99.844 11/15/2022 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Forbes Energy Services Ltd FES 9.000 45.550 6/15/2019 GEO Group Inc/The GEO 6.625 103.720 2/15/2021 Gibson Brands Inc GIBSON 8.875 56.000 8/1/2018 Gibson Brands Inc GIBSON 8.875 59.000 8/1/2018 Gibson Brands Inc GIBSON 8.875 64.050 8/1/2018 Goodman Networks Inc GOODNT 12.125 49.531 7/1/2018 Goodrich Petroleum Corp GDPM 8.875 4.875 3/15/2018 Goodrich Petroleum Corp GDPM 8.875 0.583 3/15/2018 Gymboree Corp/The GYMB 9.125 50.825 12/1/2018 Halcon Resources Corp HKUS 9.750 21.136 7/15/2020 Halcon Resources Corp HKUS 13.000 31.000 2/15/2022 Halcon Resources Corp HKUS 8.875 24.181 5/15/2021 Halcon Resources Corp HKUS 9.250 21.750 2/15/2022 Halcon Resources Corp HKUS 13.000 36.000 2/15/2022 Hexion Inc HXN 9.200 42.500 3/15/2021 Horsehead Holding Corp ZINC 3.800 4.000 7/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 ION Geophysical Corp IO 8.125 55.250 5/15/2018 Illinois Power Generating Co DYN 7.000 41.750 4/15/2018 International Lease Finance Corp AER 5.750 100.000 5/15/2016 Iracore International Holdings Inc IRACOR 9.500 58.511 6/1/2018 Iracore International Holdings Inc IRACOR 9.500 58.511 6/1/2018 IronGate Energy Services LLC IRONGT 11.000 25.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 24.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 24.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 24.500 7/1/2018 Key Energy Services Inc KEG 6.750 24.550 3/1/2021 Las Vegas Monorail Co LASVMC 5.500 3.125 7/15/2019 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 33.489 12/1/2020 Lehman Brothers Holdings Inc LEH 4.000 4.753 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 4.753 2/7/2009 Lehman Brothers Holdings Inc LEH 2.000 4.753 3/3/2009 Lehman Brothers Holdings Inc LEH 2.070 4.753 6/15/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Liberty Interactive LLC LINTA 1.000 87.050 9/30/2043 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 18.125 10/31/2017 Linn Energy LLC / Linn Energy Finance Corp LINE 8.625 10.250 4/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 9.040 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 7.750 8.500 2/1/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 9.500 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 8.330 9/15/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 12.000 20.250 12/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 84.000 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 10.875 11/1/2019 Logan's Roadhouse Inc LGNS 10.750 14.900 10/15/2017 MBIA Insurance Corp MBI 11.888 30.000 1/15/2033 MBIA Insurance Corp MBI 11.888 24.500 1/15/2033 MF Global Holdings Ltd MF 3.375 23.500 8/1/2018 MF Global Holdings Ltd MF 9.000 23.500 6/20/2038 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 20.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 8.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 8.000 5/15/2018 Magnum Hunter Resources Corp MHRC 9.750 25.750 5/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 2.250 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 9.250 1.000 6/1/2021 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 12.000 9.000 6/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 96.250 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 2.248 10/1/2020 Modular Space Corp MODSPA 10.250 51.750 1/31/2019 Modular Space Corp MODSPA 10.250 51.375 1/31/2019 Molycorp Inc MCP 10.000 7.000 6/1/2020 Murray Energy Corp MURREN 11.250 17.750 4/15/2021 Murray Energy Corp MURREN 11.250 19.000 4/15/2021 Murray Energy Corp MURREN 9.500 18.625 12/5/2020 Murray Energy Corp MURREN 9.500 18.625 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 22.000 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 29.000 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 22.750 5/15/2019 Nine West Holdings Inc JNY 8.250 28.000 3/15/2019 Nine West Holdings Inc JNY 6.125 16.190 11/15/2034 Nine West Holdings Inc JNY 6.875 19.050 3/15/2019 Nine West Holdings Inc JNY 8.250 26.375 3/15/2019 Nuverra Environmental Solutions Inc NESC 9.875 31.000 4/15/2018 OMX Timber Finance Investments II LLC OMX 5.540 13.125 1/29/2020 OnCure Holdings Inc RTSX 11.750 80.000 1/15/2017 Optima Specialty Steel Inc OPTSTL 12.500 78.125 12/15/2016 Optima Specialty Steel Inc OPTSTL 12.500 78.000 12/15/2016 Peabody Energy Corp BTU 6.000 10.448 11/15/2018 Peabody Energy Corp BTU 6.500 10.500 9/15/2020 Peabody Energy Corp BTU 10.000 11.750 3/15/2022 Peabody Energy Corp BTU 6.250 10.770 11/15/2021 Peabody Energy Corp BTU 4.750 0.850 12/15/2041 Peabody Energy Corp BTU 7.875 12.000 11/1/2026 Peabody Energy Corp BTU 10.000 14.400 3/15/2022 Peabody Energy Corp BTU 6.000 11.000 11/15/2018 Peabody Energy Corp BTU 6.000 11.000 11/15/2018 Peabody Energy Corp BTU 6.250 11.000 11/15/2021 Peabody Energy Corp BTU 6.250 11.000 11/15/2021 Penn Virginia Corp PVAH 7.250 15.700 4/15/2019 Penn Virginia Corp PVAH 8.500 20.250 5/1/2020 Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 19.000 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 16.526 4/1/2021 PetroQuest Energy Inc PQ 10.000 50.000 9/1/2017 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 34.750 10/1/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 34.736 10/1/2018 Quicksilver Resources Inc KWKA 9.125 2.125 8/15/2019 Quicksilver Resources Inc KWKA 11.000 2.500 7/1/2021 Resolute Energy Corp REN 8.500 38.250 5/1/2020 Rex Energy Corp REXX 8.875 18.080 12/1/2020 Rex Energy Corp REXX 6.250 10.000 8/1/2022 River Rock Entertainment Authority RIVER 9.000 13.000 11/1/2018 Rolta LLC RLTAIN 10.750 53.625 5/16/2018 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 Sabine Oil & Gas Corp SOGC 7.250 1.500 6/15/2019 Sabine Oil & Gas Corp SOGC 7.500 1.375 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 1.022 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 1.022 9/15/2020 Samson Investment Co SAIVST 9.750 0.875 2/15/2020 SandRidge Energy Inc SD 8.750 33.000 6/1/2020 SandRidge Energy Inc SD 8.750 5.750 1/15/2020 SandRidge Energy Inc SD 8.125 5.900 10/15/2022 SandRidge Energy Inc SD 7.500 5.500 3/15/2021 SandRidge Energy Inc SD 7.500 6.000 2/15/2023 SandRidge Energy Inc SD 8.750 30.000 6/1/2020 SandRidge Energy Inc SD 8.125 5.875 10/16/2022 SandRidge Energy Inc SD 7.500 5.875 2/16/2023 SandRidge Energy Inc SD 7.500 5.625 3/15/2021 SandRidge Energy Inc SD 7.500 5.625 3/15/2021 Sequa Corp SQA 7.000 15.000 12/15/2017 Sequa Corp SQA 7.000 14.375 12/15/2017 Sequenom Inc SQNM 5.000 65.250 1/1/2018 Seventy Seven Energy Inc SSE 6.500 2.250 7/15/2022 Seventy Seven Operating LLC SSE 6.625 41.625 11/15/2019 Seventy Seven Operating LLC SSE 6.625 35.700 11/15/2019 Seventy Seven Operating LLC SSE 6.625 28.500 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 5.875 11/15/2019 Solazyme Inc SZYM 6.000 52.000 2/1/2018 Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017 Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017 SquareTwo Financial Corp SQRTW 11.625 16.600 4/1/2017 Stone Energy Corp SGY 7.500 24.750 11/15/2022 Stone Energy Corp SGY 1.750 26.000 3/1/2017 SunEdison Inc SUNE 2.000 5.250 10/1/2018 SunEdison Inc SUNE 5.000 22.000 7/2/2018 SunEdison Inc SUNE 0.250 5.125 1/15/2020 SunEdison Inc SUNE 2.750 5.250 1/1/2021 SunEdison Inc SUNE 2.375 5.125 4/15/2022 SunEdison Inc SUNE 3.375 5.250 6/1/2025 SunEdison Inc SUNE 2.625 4.750 6/1/2023 Swift Energy Co/Texas SFY 7.875 4.500 3/1/2022 Swift Energy Co/Texas SFY 7.125 6.630 6/1/2017 Swift Energy Co/Texas SFY 8.875 5.500 1/15/2020 Syniverse Holdings Inc SVR 9.125 50.967 1/15/2019 TMST Inc THMR 8.000 14.000 5/15/2013 Talen Energy Supply LLC TLN 6.200 100.000 5/15/2016 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 31.000 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 31.250 2/15/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.000 24.622 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.125 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 32.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 6.125 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.100 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 4.625 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 30.750 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 5.750 11/1/2015 Triangle USA Petroleum Corp TPLM 6.750 18.000 7/15/2022 Triangle USA Petroleum Corp TPLM 6.750 18.250 7/15/2022 UCI International LLC UCII 8.625 28.750 2/15/2019 Vanguard Natural Resources LLC / VNR Finance Corp VNR 7.875 20.000 4/1/2020 Venoco Inc VQ 8.875 1.500 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 10.830 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 0.993 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 16.875 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 1.272 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 1.272 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 16.875 1/15/2019 Violin Memory Inc VMEM 4.250 29.196 10/1/2019 W&T Offshore Inc WTI 8.500 18.500 6/15/2019 Walter Energy Inc WLTG 9.500 13.000 10/15/2019 Walter Energy Inc WLTG 8.500 0.010 4/15/2021 Walter Energy Inc WLTG 9.500 14.125 10/15/2019 Walter Energy Inc WLTG 9.500 14.125 10/15/2019 Walter Energy Inc WLTG 9.500 14.125 10/15/2019 Warren Resources Inc WRES 9.000 2.097 8/1/2022 Warren Resources Inc WRES 9.000 2.097 8/1/2022 Warren Resources Inc WRES 9.000 2.097 8/1/2022 iHeartCommunications Inc IHRT 10.000 43.000 1/15/2018 iHeartCommunications Inc IHRT 6.875 58.101 6/15/2018 ********* 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 ***