/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160512.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, May 12, 2016, Vol. 20, No. 133 Headlines 207 AINSLIE: City of New York Wants Chapter 11 Case Dismissed 21ST CENTURY: Explains Financial Restatements to Investors AEROPOSTALE INC: Common Stock Delisted from NYSE AF-SOUTHEAST LLC: Chapter 11 Cases Jointly Administered AHF-SILVERLEAF: Foreclosure Auction Set for May 18 ALBANY MOLECULAR: Moody's Affirms B3 CFR; Outlook Stable ALLIED FINANCIAL: Wants to Sell Barrio Guayabal Property for $90K AMERICAN HOSPICE: Appoint Patient Care Ombudsman Unnecessary APRICUS BIOSCIENCES: Incurs $2.50 Million Net Loss in 1st Quarter ARCH COAL: Panel Hires Kurtzman Carson as Information Agent AS SEEN ON TV: Incurs $31.1 Million Net Loss in Q3 2014 BH SUTTON: Creditors' Panel Hires Westerman Ball as Counsel BIND THERAPEUTICS: Hires Prime Clerk as Claims and Noticing Agent BION ENVIRONMENTAL: Incurs $719,000 Net Loss in Third Quarter BLUFF CREEK: Seeks Authority to Use NEWAMCO Cash Collateral BRAND ENERGY: Moody's Lowers CFR to B3 Amid Oil Market Downturn BTCS INC: Court Appoints Temporary Liquidator for Spondoolies BUCKSPORT GENERATION: Employs Bernstein Shur as Counsel BUCKSPORT GENERATION: Files Schedules of Assets & Liabilities CANAL ASPHALT: Ford Objects to Confirmation of Plan CANAL ASPHALT: Peckham Declared as Successful Bidder CANYON PORTAL: Can Access $85,000 Barrett DIP Financing CHAPARRAL ENERGY: Meeting to Form Creditors' Panel Set for May 18 CHINA SHIANYUN: Suspending Filing of Reports with SEC CLASSIC COMMUNITIES: Case Summary & 20 Top Unsecured Creditors CLEVELAND BIOLABS: Signs Separation Agreement with CFO COMBIMATRIX CORP: Acuta Capital Reports 5.6% Equity Stake COMDISCO HOLDING: Reports Fiscal 2nd Qtr. 2016 Financial Results CUI GLOBAL: Incurs $2.66 Million Net Loss in First Quarter DEB STORES: Time to Remove Actions Extended to Aug. 19 DEJA VU RESTAURANTS: U.S. Trustee Unable to Appoint Committee DRAFT CONTRACTING: U.S. Trustee Unable to Appoint Committee E.H. MITCHELL: Accused of Absolute Priority Rule Violation ECOSPHERE TECHNOLOGIES: Dean Becker Resigns as Director ECOSPHERE TECHNOLOGIES: Obtains $429,000 Loan from Brisben Water EMC ACQUISITIONS: Moody's B2 CFR Under Review Amid Buyout EVANS & SUTHERLAND: Posts $236,000 Net Income for First Quarter FIDELITY & GUARANTY: Fitch Assigns 'BB' LT Issuer Default Ratings FINJAN HOLDINGS: Incurs $1.16 Million Net Loss in First Quarter FIRST DATA: Egan-Jones Hikes FC Sr. Unsecured Rating to B FORESIGHT ENERGY: Amends Transaction Support Pact with Lenders FORESIGHT ENERGY: Extends Forbearance Agreement Until May 17 FOREST PARK FORT WORTH: Court OKs Cash Collateral Use Up To May 15 FPMC FORT WORTH: Court Approves May 12 Auction for Assets GOODYEAR TIRE: Fitch Assigns 'BB/RR4' Rating to Notes Due 2026 H. KREVIT: Court OKs Continued DIP Financing from ACM HONEY BEE USA: Arranges $21.5-Mil. DIP Financing from Avatar HUTCHESON MEDICAL: Court Grants Regions Bank Limited Stay Relief HUTCHESON MEDICAL: DIP Facility Commitment Increased by $1-Mil. ICON HEALTH: Moody's Confirms B3 CFR; Outlook Negative IDERA PHARMACEUTICALS: Incurs $12.8 Million Net Loss in Q1 INMOBILIARIA BAFCO: Granted Approval to Use Cash Collateral LATTICE INC: Settles Arbitration Case with GTL LUCA INTERNATIONAL: Can Employ David Hardy as Accountant LUPATECH SA: Chapter 15 Cases are Jointly Administered MADDOX FOUNDRY: U.S. Trustee Unable to Appoint Committee METROPOLITAN AUTOMOTIVE: BOTW Wants Lien Priority Determined MGM RESORTS: Fitch Hikes Issuer Default Rating to 'BB' MIDSTATES PETROLEUM: Hires KCC as Claims & Solicitation Agent MIDWAY GOLD: Sure Steel Replies to Motion to Sell Remaining Assets MOBILESMITH INC: Incurs $2.11 Million Net Loss in First Quarter MORGANS HOTEL: Reports First Quarter 2016 Results MOUNTAIN PROVINCE: Updates Gahcho Kue Diamond Mine Development NAVIOS MARITIME: Moody's Cuts Outlook to Negative on Default Risk NEW GOLD LLC: Case Summary & 10 Unsecured Creditors NOVABAY PHARAMCEUTICALS: Stockholders Elect 3 Directors NOVABAY PHARMACEUTICALS: Appoints Todd Zavodnick to Board NRG ENERGY: S&P Assigns 'BB-' Rating on Proposed $700MM Sr. Notes OAKWELL DISTRIBUTION: Case Summary & 4 Unsecured Creditors PACIFIC EXPLORATION: In CCAA Protection, PwC Named as Monitor PERFORMANCE FOOD: Moody's Assigns B2 Rating on $350MM Sr. Notes PERFORMANCE FOOD: S&P Raises CCR to 'BB-'; Outlook Stable PILOT TRAVEL: Moody's Assigns Ba2 Rating on $1.3BB Sr. Loan PIONEER HEALTH: Appoint of Patient Care Ombudsman Waived PIONEER HEALTH: U.S. Trustee to Appoint Patient Care Ombudsman PLY GEM HOLDINGS: Incurs $27.6 Million Net Loss in First Quarter POSITIVEID CORP: Obtains $350,000 Financing from California Bank POSITRON CORP: Files Motion to Approve Structured Dismissal PRIMORSK INTERNATIONAL: Seek Approval of Bidding Procedures QUANTUM FUEL: Can Employ Mackinac Partners as Crisis Manager QUEST SOLUTION: Inks Omnibus Amendment to Sale and Security Pacts QUICKSILVER RESOURCES: Creditors Want $173-Mil. Claims Allowed QUICKSILVER RESOURCES: Want to Continue Using Cash Collateral REPUBLIC AIRWAYS: Committee Hires Skyworks as Financial Advisor RIO MOBILE: Case Summary & 5 Unsecured Creditors RUFFING CARE: Long-Term Care Ombudsman Satisfied With Closure SABINE OIL: Court Denies Creditors' Motion for Stay Pending Appeal SEMINARY WOODS: Bid for Real Property Due May 22 SFX ENTERTAINMENT: Bar Date for Filing Proofs of Claim Set SFX ENTERTAINMENT: Can Employ E&Y as Tax Advisor SFX ENTERTAINMENT: Can Implement Key Employee Retention Plan SFX ENTERTAINMENT: Files Schedules of Assets and Liabilities SFX ENTERTAINMENT: Seeks to Extend Removal Deadline to July 29 SFX ENTERTAINMENT: US Trustee Appoints Consumer Privacy Ombudsman SH 130 CONCESSION: Seeks Nod to Hire Jackson Walker SPINNERET ACQUISITIONS: U.S. Trustee Forms 3-Member Committee STEREOTAXIS INC: Reports 2016 First Quarter Financial Results SUNDEDISON, INC: Court Grants Interim Approval of DIP Financing SUNEDISON INC: Creditors Committee Taps Weil Gotshal for Advice TESORO LOGISTICS: Moody's Assigns Ba3 Rating on $600MM Sr. Notes TESORO LOGISTICS: S&P Assigns 'BB' Rating on Proposed $350MM Notes TIMBERVIEW VETERINARY: Seeks to Hire Brown Schultz as Accountant TRACK GROUP: Incurs $1.92 Million Net Loss in Second Quarter TRILOGY INTERNATIONAL: S&P Raises CCR to 'B-' After Refinancing TRISTREAM EAST: 341 Meeting of Creditors Set for May 17 TRUVEN HEALTH: S&P Raises CCR to 'BB' After IBM Deal VALEANT PHARMACEUTICALS: Expects to File Form 10-Q by June 10 VIKING CRUISES: Moody's Lowers CFR to B2, Sees Earnings Drop VISUALANT INC: May Issue 93,333 Shares Under Incentive Plan WASHINGTON PROPERTIES: Chapter 11 Case Jointly Administered WASHINGTON PROPERTIES: Sec. 341 Meeting of Creditors on June 9 WEATHERFORD INT'L: Fitch Cuts Issuer Default Ratings to 'B+' WESTMORELAND COAL: Amends Credit Facility with PrivateBank WHITE STAR: Moody's Affirms Caa2 CFR After Distressed Exchange WRIGHTWOOD GUEST: Seeks to Set Procedures in Sale of Property [*] BDO Appoints Bob Broxson as Dispute Advisory Services Director [*] LeClairRyan Expands Bankruptcy & Creditors' Rights Practice [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 207 AINSLIE: City of New York Wants Chapter 11 Case Dismissed ------------------------------------------------------------- The City of New York asks the U.S. Bankruptcy Court for the Eastern District of New York to dismiss 207 Ainslie, LLC's Chapter 11 case, or in the alternative, relief from the automatic stay to allow the City to proceed with litigation against the Debtor with respect to property located at 207-217 Ainslie Street, Brooklyn, New York. "The Debtor's petition should be dismissed as a bad faith filing. The Debtor is merely forum shopping in what is in essence a two-party dispute regarding the City's option to purchase real property at 207-217 Ainslie Street, Brooklyn, New York ("Property") from its proper owner, Ainslie Street LLC ("Owner"). The alleged sale of the Property to the Debtor violated the City's right of first refusal under its lease with the Owner. The Debtor filed its bankruptcy petition on the eve of final oral argument in State Court litigation between the parties for a determination of the City's motion for summary judgment for a declaration that (i) the City has a right to exercise an option to buy the Property and (ii) upon tender of the exercise price the alleged deed to the Debtor is null and void and of no legal effect," the City of New York avers. The City of New York contends that it was party to a lease with the Owner over the Property, and had been party to leases with prior owners dating back to 1971. It further contends that Conselyea Street Block Association, Inc., has operated a senior center and child day care center at the Property under separate arrangements with the City of New York for over 40 years. The City of New York's lease contained a right of first refusal to purchase the Property, which required the Owner to notify the City of any bona fide offer to purchase the Property that the Owner wished to accept, and gave the City 90 days from receiving that notice to decide whether to purchase the Property on those same terms. The City of New York alleges that the Owner entered into a contract of sale to sell the Property for $4.5 million in March 2013, and failed to notify it as required under the lease. The City of New York tells the Court that it was in negotiations with Conselyea and the Debtor to settle the State Court litigation up until the time of the Debtor's bankruptcy filing. It further tells the Court that at a settlement meeting, Conselyea offered to purchase the Property, with partial City funding for $8,000,000. The City of New York avers that the Debtor said that it needed a day to respond to the offer, and then requested another day. It further avers that rather than respond to the offer, the Debtor filed its bankruptcy petition. "Conselyea's offer would provide the Debtor with more than enough to pay its creditors in full. The bankruptcy filing clearly is a sharp litigation tactic taken in response to a good faith, and substantial, offer, and an apparent effort to forum shop and/or to extract even more money to resolve what is essentially a two-party dispute. Therefore, the case should be dismissed as a bad faith filing under clear precedent. Alternatively, stay relief should be granted to allow the State Court proceedings to continue and allow the State Court to rule on the Summary Judgment Motion, and if denied to proceed to trial and final judgment," the City of New York contends. The City of New York is represented by: Hugh H. Shull III, Esq. NEW YORK CITY LAW DEPT. 100 Church Street, Rm 5-233 New York, NY 10007 Telephone: (212)356-2138 E-mail: hshull@law.nyc.gov 21ST CENTURY: Explains Financial Restatements to Investors ---------------------------------------------------------- 21st Century Oncology Holdings, Inc., hosted a conference call with investors on May 9, 2016, to discuss the previously disclosed restatement of certain of the Company's financial statements. A copy of the key discussion points that were used during the conference call is available for free at https://is.gd/sSwja0 The Company reiterates that it expects to report: * Pro Forma Adjusted EBITDA of between $155 million and $170 million for the year ended December 31, 2015. * Cash capital expenditures for the same period are expected to be approximately $40 million. * Full year 2015 domestic same market closed case growth is expected to be 2.8% and full year 2015 domestic same market revenue per closed case is expected to increase 0.5%, each as compared to 2014. In addition, the Company expects to report: * Fourth quarter 2015 domestic same market closed case growth is expected to be 1.5% and domestic same market revenue per closed case is expected to increase 0.3%, each as compared to the same period in 2014. * First quarter 2016 domestic same market closed case growth is expected to be 11.6% and domestic same market revenue per closed case is expected to decrease by 8.9%, each as compared to the same period in 2015. "Completing the restatement remains a top priority for the Company. Management will continue to work with its advisors and the Company's independent registered certified public accounting firms to move forward as expeditiously as possible. The Company is making every effort and intends to deliver to its auditors within the next two weeks all information that its auditors have requested to date in connection with the restatement," the Company said. About 21st Century 21st Century Oncology, Inc., formerly known as Radiation Therapy Services, Inc. ("RTS") owns and operates radiation treatment facilities in the US and Latin America. As of Sept. 30, 2015, the Company had $1.09 billion in total assets, $1.33 billion in total liabilities, $370.47 million in series A convertible redeemable preferred stock, $19.93 million in noncontrolling interests and a total deficit of $623.11 million. * * * As reported by the TCR on Feb. 27, 2015, Moody's Investors Service upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and Probability of Default Rating to B3 and B3-PD, respectively. The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2 reflects the receipt of a $325 million preferred equity investment from the Canada Pension Plan Investment Board and subsequent debt reduction. In the April 16, 2015, edition of the TCR, Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Fort Myers-based cancer care provider 21st Century Oncology Holdings Inc. AEROPOSTALE INC: Common Stock Delisted from NYSE ------------------------------------------------ The New York Stock Exchange LLC filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing or registration of Aeropostale Inc.'s common stock under the Exchange. 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. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. AF-SOUTHEAST LLC: Chapter 11 Cases Jointly Administered ------------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has ordered the joint administration of the Chapter 11 cases of AF-Southeast, LLC, AF-Southeast, LLC, Allied Fiber-Florida, LLC, and Allied Fiber-Georgia, LLC, under the case of AF-Southeast, LLC, Case No. 16-11008. 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 co-location 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. AHF-SILVERLEAF: Foreclosure Auction Set for May 18 -------------------------------------------------- A foreclosure auction of 100% of the membership interests of AHF-Silverleaf LLC -- owner of a 176-unit apartment project at 8515 John T. White Road, Forth Worth, Texas (also known as Silverleaf Villas) -- is set for May 18, 2016, at 11:00 a.m. CDT at the offices of Kelly Hart & Hallman, 201 Main Street, Suite 2400, Forth Worth, Texas. For information on the auction, contact: Richard Myers Realty Capital Management LLC Email: Myers@RealtyCapital.com Tel: 469-533-4180 ALBANY MOLECULAR: Moody's Affirms B3 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Albany Molecular Research Inc.'s (AMRI) ratings, including its B3 Corporate Family Rating, B3-PD Probability of Default Rating and the B1 rating on the company's senior secured credit facilities. Moody's also affirmed AMRI's Speculative Grade Liquidity Rating of SGL-3. The rating outlook is stable. These actions follow AMRI's announcement to acquire Prime European Therapeuticals S.p.A. (Euticals), an Italian contract manufacturer of active pharmaceutical ingredients (API) for $358 million. Moody's understands that AMRI will use $230 million of proceeds from a proposed incremental senior secured term loan along with $110 million of equity to fund the acquisition of Euticals. The transaction is expected to close in the third quarter of 2016. "Despite the considerable equity funding, this is a leveraging transaction that will diminish AMRI's cushion at the B3 rating level to absorb negative events or disruptions to the integration process," said Jonathan Kanarek, Moody's V.P., Senior Analyst. Moody's estimates that AMRI's financial leverage would have been 5.6x (with synergies) or 6.2x (without any synergies), up from 4.8x pro forma for recent acquisitions as of Dec. 31, 2015. The affirmation of AMRI's B3 CFR reflects Moody's expectation that if the transaction closes as contemplated, the Euticals acquisition will add significant scale, capability, and geographic diversification to the company's business. Financial leverage will meaningfully increase in order for AMRI to complete its largest acquisition to-date. However, Moody's expects debt to EBITDA to remain below the rating agency's previously communicated trigger for a rating downgrade. The affirmation of AMRI's SGL-3 Speculative Grade Liquidity Rating reflects Moody's expectation that the company will maintain adequate liquidity. Moody's anticipates that AMRI will repay amounts outstanding on its revolver with proceeds from the incremental term loan. These ratings were affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured first lien credit facilities at B1 (LGD2) Speculative Grade Liquidity Rating at SGL-3 The rating outlook is stable. RATING RATIONALE AMRI's B3 CFR reflects its small size and thin contract manufacturing EBITDA margins (excluding royalty income) compared to larger contract research and manufacturing organizations. The rating also reflects AMRI's narrow focus on specialty active pharmaceutical ingredients (API) development and contract manufacturing. The rating also incorporates Moody's expectation that the company will operate with high financial leverage and weak cash flow. The company's earnings and cash flow are volatile due to fluctuating volumes and a high fixed cost structure, ongoing integration and restructuring costs related to an aggressive acquisition strategy and the capital intensity of the business. The rating further reflects execution risks associated with the company's roll-up strategy through debt-financed acquisitions. The company's focus on complex API and finished products partially mitigates its small scale and customer concentration risk. The rating is further supported by good production capabilities and product offerings that have benefitted from recent acquisitions. The rating also reflects Moody's expectation that the demand for contract manufacturing services will grow in the long term. The stable rating outlook reflects Moody's expectation that the company will continue to grow its contract manufacturing revenue and earnings and offset declining royalty income over the next two years. The outlook also assumes AMRI will maintain adequate liquidity to buffer earnings and cash flow volatility and focus on reducing leveraging. The rating could be upgraded if AMRI is able to substantially improve its margins and demonstrate earnings stability while generating sustainable positive free cash flow. In addition, Moody's could consider a rating upgrade if the company increases scale and sustains debt/EBITDA below 5.0x. The rating could be downgraded if debt/EBITDA is sustained above 6.5x or if free cash flow turns negative. A deterioration in liquidity, including an increased probability that the company will have to cash fund the conversion of its outstanding convertible notes, could also result in a rating downward. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Albany Molecular Research Inc. (NASDAQ: AMRI) is a global contract research and manufacturing organization providing customers drug discovery, development and manufacturing services. The company generated approximately $402 million of revenue in the twelve months ended Dec. 31, 2015. The company's proposed acquisition of Euticals will increase revenue by around $245 million. ALLIED FINANCIAL: Wants to Sell Barrio Guayabal Property for $90K ----------------------------------------------------------------- Allied Financial, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico for authorization to sell property free and clear of all liens, claims, interest and encumbrances. The Debtor seeks to sell its property, located at Barrio Guayabal, Sector Lajitas Road P.R. -- 550 Juana Diaz, Puerto Rico, consisting of approximately 36,121.514 square meters, and with a value of $75,000. The Debtor relates that it listed Oriental Bank with a secured claim over the property in the amount of $72,593 and also listed a secured claim in favor of Centro de Recaudacion de Ingresos Municipales de Puerto Rico ("CRIM") in the amount of $905.44. The Debtor tells the Court that as part of its ongoing negotiations, it has found a potential buyer for the property ("Purchaser") for the amount of $90,000 that is $15,000 over the scheduled value of the property. Although there is no recent appraisal of the property, the Debtor submits that it is selling the property above the listed value and, as such, in benefit of the estate and all parties in interest. The Debtor notes that as part of the agreement, the Purchaser will cover all the expenses related to the closing of the sale and the transfer of the property. The Debtor contends that there are no maintenance fees or Homeowners Association dues in relation to the property. The Debtor avers that it needs to consummate the transfer on an expedited basis due to the fact that pursuant to the current market conditions in the Juana Diaz area and the current conditions of the property to obtain another qualified and interested purchaser for the property, will not be viable in a short period of time. Allied Financial, Inc., is represented by: Carmen D. Conde Torres, Esq. C. CONDE & ASSOC. 254 San Jose Street, 5th Floor Old San Juan, PR 00901 Telephone: (787)729-2900 Facsimile: (787)729-2900 E-mail: condecarmen@condelaw.com About Allied Financial Allied Financial, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00180) on Jan. 15, 2016. The petition was signed by Rafael Portela, president of the Board of Directors. The Debtor disclosed total assets of $10.3 million and total debts of $9.14 million. C. Conde & Assoc. represents the Debtor as counsel. Mildred Caban Flores has been assigned the case. AMERICAN HOSPICE: Appoint Patient Care Ombudsman Unnecessary ------------------------------------------------------------ U.S. Bankruptcy Judge Laurie Selber Silverstein has found that the appointment of a patient care ombudsman is unnecessary in the Chapter 11 cases of American Hospice Management Holdings, LLC. 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, the CEO, signed the petition. 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. APRICUS BIOSCIENCES: Incurs $2.50 Million Net Loss in 1st Quarter ----------------------------------------------------------------- Apricus Biosciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.50 million on $626,000 of total revenue for the three months ended March 31, 2016, compared to a net loss of $6.41 million on $475,000 of total revenue for the same period in 2015. As of March 31, 2016, Apricus had $10.4 million in total assets, $17.3 million in total liabilities, and a total stockholders' deficit of $6.84 million. "In March, we sharpened our focus on growth of the Vitaros brand, as we streamlined our organization in an effort to align our corporate strategy and our financial resources with the goal of achieving profitability in 2017," stated Richard W. Pascoe, chief executive officer. "Importantly, we experienced record Vitaros royalties in Europe in the first quarter of 2016 and we continue to have a productive dialogue with the Food and Drug Administration ("FDA") regarding the Vitaros New Drug Application ("NDA") resubmission content and format. As such, we remain on track to resubmit the NDA for Vitaros U.S. in the third quarter of 2016 with an approval decision expected after a six month review period. Finally, we will continue to work closely with our partners to grow Vitaros revenue by supporting additional regulatory approvals and launches, licensing additional territories, and leveraging our existing partnerships to help ensure Vitaros is actively commercialized in all approved territories." As of March 31, 2016, cash and cash equivalents totaled $6.9 million, compared to $3.9 million as of Dec. 31, 2015. Early in the second quarter of 2016, Apricus reduced its staff, including the executive team, by approximately 30%, decreased the size of the Board by one member and reduced the Board’s cash compensation. Apricus plans to continue to reduce operating expenses (excluding non-cash stock-based compensation expense and depreciation expense), with a goal of achieving reductions of approximately 30% in 2016 and 60% in 2017 as compared to 2015 operating expenses (excluding non-cash stock-based compensation expense and depreciation expense). In 2016, Apricus expects to continue to generate cash from milestone or licensing payments and royalty revenues from its partners' sales of Vitaros. Apricus will also continue to pursue out-licensing opportunities for Vitaros in Asia-Pacific. Apricus' expenditures will include minimal costs for the preparatory Phase 2b clinical development of RayVa, as well as costs for activities associated with supporting the regulatory approval of Vitaros in the U.S. and the commercialization of Vitaros in Europe. A full-text copy of the Form 10-Q is available for free at: https://is.gd/b8f3Eb About Apricus Biosciences Apricus Biosciences, Inc., is a Nevada corporation that was initially formed in 1987. The Company has operated in the pharmaceutical industry since 1995. The Company's current focus is on the development and commercialization of innovative products and product candidates in the areas of urology and rheumatology. The Company's proprietary drug delivery technology is a permeation enhancer called NexACT. Apricus reported a net loss of $19.02 million in 2015, a net loss of $21.78 million in 2014 and a net loss of $16.93 million in 2013. BDO USA, LLP, in La Jolla, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has negative working capital and has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ARCH COAL: Panel Hires Kurtzman Carson as Information Agent ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Arch Coal, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Missouri to retain Kurtzman Carson Consultants, LLC as information agent to the Committee, nunc pro tunc to February 5, 2016. The Committee requires Kurtzman Carson to: (a) establish and maintain the Committee website, to be maintained by and through Kurtzman Carson, that provides, without limitation: -- a link or other form of access to the website maintained by the Debtors' claims and noticing agent at https://cases.primeclerk.com/archcoal, which shall include, among other things, the case docket; -- general information concerning the Debtors, including case dockets, access to docket filings, and general information concerning significant parties in the Chapter 11 cases; -- highlights of significant events in the Chapter 11 cases; -- a calendar with upcoming significant events in the Chapter 11 cases; -- a general overview of the Chapter 11 process; -- a form to submit creditor questions, comments, and requests for access to information; -- responses to creditor inquiries, comments and requests for access to information, provided, that the Committee may privately provide such responses in the exercise of its reasonable discretion, including in light of the nature of the information request and the creditors' agreements to appropriate confidentiality and trading constraints; -- answers to frequently asked questions; -- links to other relevant websites; -- the names and contact information for the Debtors' counsel and restructuring advisors; and -- the names and contact information for the Committee's counsel and financial advisors. (b) establish and maintain a telephone number and electronic mail address for general unsecured creditors to submit questions and comments regarding the Debtors and these Chapter 11 cases. Kurtzman Carson will be paid at these hourly rates: Director/Sr. Managing Consultant $170 Consultant/Sr. Consultant $70-$160 Technology/Programming Consultant $35-$70 Clerical $25-$50 Website Administration Creation of case-specific public website Waived Hosting case-specific public website $200 Kurtzman Carson will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan Gershbein, senior vice president of Corporate Restructuring Services of Kurtzman Carson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kurtzman Carson can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 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. AS SEEN ON TV: Incurs $31.1 Million Net Loss in Q3 2014 ------------------------------------------------------- As Seen On TV, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $31.1 million on $4.02 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $1.26 million on $765,690 of revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $35.6 million on $10.6 million of revenues compared to a net loss of $2.32 million on $9.95 million of revenues for the nine months ended Sept. 30, 2013. As of Sept. 30, 2014, As Seen On TV had $15.7 million in total assets, $53.3 million in total liabilities, $2.7 million in redeemable preferred stock, and a total stockholders' deficit of $40.3 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/60RyV5 About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger Agreement was completed on April 2, 2014. The Company incurred a net loss of $9.32 million on $1.98 million of revenues for the year ended March 31, 2014, as compared with net income of $3.69 million on $9.40 million of revenues for the year ended March 31, 2013. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company stated the following statements in its quarterly report for the period ended June 30, 2014: "We have experienced losses from operations since our inception and cannot predict how long we will continue to incur losses or whether we ever become profitable. We have relied on a series of private placements of secured and unsecured promissory notes; the most recent promissory note sale was a senior secured promissory note on April 3, 2014 in the amount of $10,180,000 whereby the Company received net proceeds of approximately $8,400,000 after debt issuance costs and original issuance discount. "The Ronco is currently in default on $1,545,000 of its outstanding 18% promissory notes. Ronco is also in default on its 1.5% Secured Promissory Note with a current outstanding balance of $8,620,000; however, on March 7, 2014, Ronco and certain creditors entered into a forbearance agreement whereby each creditor will forbear from exercising its rights and remedies under the 1.5% Secured Promissory Note for up to 1 year provided Ronco does not default on the forbearance agreement. "Currently, the Company does not have a line of credit to draw upon. The Company's commitments and contingencies will either utilize future operating cash flow or require the sale of debt or equity securities to fulfil the commitments. We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties." BH SUTTON: Creditors' Panel Hires Westerman Ball as Counsel ----------------------------------------------------------- The Joint Official Committee of Unsecured Creditors of BH Sutton Mezz LLC and Sutton Owner 58 LLC seeks authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York to retain Westerman Ball Ederer Miller Zucker & Sharfstein, LLP as counsel to the Sutton Mezz Committee, effective March 23, 2016 and as counsel to the Joint Committee effective May 3, 2016. Westerman Ball is expected to render such legal services as the Joint Committee may consider desirable to discharge the Joint Committee's responsibilities and further the interests of the Joint Committee's constituents in the jointly administered cases. In addition to acting as primary spokesman for the Joint Committee, it is expected that Westerman Ball's services will include, without limitation, assisting, advising and representing the Joint Committee with respect to the following matters: (a) the administration of the jointly administered cases and the exercise of oversight with respect to the Debtors' affairs including all issues arising from or impacting the Debtors or the Joint Committee in the Chapter 11 cases; (b) the preparation on behalf of the Joint Committee of all necessary applications, motions, orders, reports and other legal papers; (c) appearances in Bankruptcy Court and at statutory meetings of creditors to represent the interests of the Joint Committee; (d) the negotiation, formulation, drafting and confirmation of any plan or plans of reorganization and matters related thereto; (e) the exercise of oversight with respect to any transfer, pledge, conveyance, sale or other liquidation of the Debtors' assets; (f) such investigation, if any, as the Joint Committee may desire concerning, among other things, the assets, liabilities, financial condition and operating issues concerning the Debtors that may be relevant to this case, including the validity, priority and amount of alleged secured and unsecured claims and liens; (g) such communication with the Joint Committee's constituents and others as the Joint Committee may consider desirable in furtherance of its responsibilities; and (h) the performance of all of the Joint Committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and the performance of such other services as are in the interests of those represented by the Joint Committee or as may be ordered by the Court. Westerman Ball will be paid at these hourly rates: Thomas A. Draghi $600 John E. Westerman $625 Eric G. Waxman, III $595 Mickee M. Hennessy $550 Florence Jean-Joseph, paralegal $200 Partners and Of Counsel $450-$625 Associates $225-$425 Paraprofessionals $200 Westerman Ball will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas A. Draghi, senior partner of Westerman Ball, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Westerman Ball can be reached at: Thomas A. Draghi, Esq. Eric G. Waxman, III, Esq. WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP 1201 RXR Plaza Uniondale, NY 11556 Tel: (516) 622-9200 Fax: (516) 622-9212 E-mail: tdraghi@westermanllp.com 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. BIND THERAPEUTICS: Hires Prime Clerk as Claims and Noticing Agent ----------------------------------------------------------------- Bind Therapeutics, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as Claims and Noticing Agent. The Debtors require Prime Clerk to: (a) prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rule in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of these chapter 11 cases and the initial meeting of creditors under Bankruptcy Code 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfer of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases. (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have file a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest of the Clerk; (d) furnish a notice to all potential creditors of the last date for filing proofs of claims and form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to subject party) on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings of documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service and (iv) the date served; (g) process all proof of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor (collectively, "Claims Registers") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed; (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor and (vii) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfer of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (j) relocate, by messenger or overnight delivery, all of the Court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any services or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (n) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of as website and/or call center; (p) monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (q) if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the cases; (r) 30 days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (s) within seven days of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the chapter 11 cases; and (t) at the close of these chapter 11 cases, (i) box transport all original documents, in proper format, as provided by the Clerk's office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. Prime Clerk will be paid at these rates: Claim and Noticing Rates: Analyst $25-$50 Technology Consultant $35-$85 Consultant/Senior Consultant $65-$170 Director $175-$195 Chief Operating Officer and Executive V-Pres No Charge B. Solicitation, Balloting and Tabulation Rates Solicitation Consultant $195 Director of Solicitation $200 C. Printing and Noticing Services Printing $0.10/page Customization/Envelope Printing $0.50 each Document folding and inserting No charge Postage/Overnight Delivery Preferred Rates E-mail Noticing No charge Fax Noticing $0.10/page Proof of Claim Acknowledgement Card No Charge Envelopes Varies by Size D. Newspaper and Legal Notice Publishing Coordinate and publish legal notices On request E. Case Website Case Website setup No charge Case Website hosting No charge Update case docket and claims register No charge F. Client Access Access to secure client login (unlimited user) No charge Client customizable reports on demand or via scheduled email delivery (unlimited quantity) No charge Real time dashboard analytics measuring claim and ballot information and document processing status No charge G. Data Administration and Management Inputing proofs of claim and ballots Standard hourly rates Electronic Imaging $0.12 per image Data Storage, maintenance and security $.10/record/month Virtual Data Rooms on request H. On-line Claim Filing Services On-line claim filing no charge Call Centre Services Case-Specific voice-mail box no charge Interactive Voice Response ("IVR") no charge Monthly maintenance no charge Call centre personnel Standard Hourly rates Live chat Standard Hourly rates Disbursement Services Check Issuance and/or Form 1099 Available on request W-9 mailing and maintenance of TIN database Standard Hourly rates The Debtors respectfully request that the undisputed fees and expenses incurred by Prime Clerk in the performance of the above services be treated as administrative expenses of the Debtors' chapter 11 estates pursuant to 26 U.S.C. 156(c) and Section 503(b)(1)(A) of the Bankruptcy Code, and be paid in the ordinary course of business without further application or order of the Court. If any disputes arises relating to the Engagement Agreement or monthly invoices, the parties shall meet and confer in an attempt to resolve the dispute; if the resolution is not achieved, the parties may seek resolution of the matter from the Court. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. Prime Clerk seeks to apply the retainer to all prepetition invoices, and thereafter, to seek to have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer under the Engagement Agreement during these chapter 11 cases as security for the payment of fees and expenses incurred under the Engagement Agreement. Additionally, under the terms of the Engagement Agreement, the Debtors have agreed to indemnify, defend and hold harmless Prime Clerk and its members, officers, employees, representative and agents under certain circumstances specified in the Engagement Agreement, except in circumstances resulting solely from Prime Clerk's gross negligence or willful misconduct or as otherwise provided in the Engagement or Retention Order. The Debtors believe that such an indemnification obligation is customary, reasonable and necessary to retain the services of a Claims and Noticing Agent in these chapter 11 cases. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, Co-President and Chief Operating Officer of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk may be reached at: Michael J. Frishberg 830 Third Avenue, 9th Floor New York, New York 10022 Tel.: 212 257 5450 E-mail: mfrishberg@primeclerk.com About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer.  BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND Biosciences Security Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May 1, 2016. Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E. Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., serve as Chapter 11 counsel. The Debtors' financial advisor is Cowen and Company, LLC. Prime Clerk LLC serves as claims and noticing agent. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Andrew Hircsh, president and chief executive officer. BION ENVIRONMENTAL: Incurs $719,000 Net Loss in Third Quarter ------------------------------------------------------------- Bion Environmental Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $718,964 on $3,658 of revenue for the three months ended March 31, 2016, compared to a net loss of $1.68 million on $3,658 of revenue for the same period in 2015. For the nine months ended March 31, 2016, the Company reported a net loss of $2.34 million on $3,658 of revenue compared to a net loss of $3.05 million on $3,658 of revenue for the nine months ended March 31, 2015. As of March 31, 2016, Bion had $1.87 million in total assets, $14 million in total liabilities and a total deficit of $12.12 million. As of March 31, 2016, the Company had cash of approximately $56,000. During the nine months ended March 31, 2016, net cash used in operating activities was $701,000, primarily consisting of cash operating expenses related to salaries and benefits, and other general and administrative costs such as insurance and legal and accounting expenses. As previously noted, the Company is currently not generating significant revenue and accordingly has not generated cash flows from operations. The Company does not anticipate generating sufficient revenues to offset operating and capital costs for a minimum of two to five years. While there are no assurances that the Company will be successful in its efforts to develop and construct its Projects and market its Systems, it is certain that the Company will require substantial funding from external sources. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms. A full-text copy of the Form 10-Q is available for free at: https://is.gd/qYkojf About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). Bion Environmental reported a net loss of $5.6 million on $3,658 of revenue for the year ended June 30, 2015, compared to a net loss of $5.8 million on $5,931 of revenue for the year ended June 30, 2014. GHP Horwath, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has not generated significant revenue and has suffered recurring losses from operations. These factors raise substantial doubt about its ability to continue as a going concern. BLUFF CREEK: Seeks Authority to Use NEWAMCO Cash Collateral ----------------------------------------------------------- Bluff Creek Production, LLC, asks the Bankruptcy Court for authority to use the cash collateral of NEWAMCO, LLC, for payment of its operating expenses in accordance with a budget. NEWAMCO, LLC, had a lien from the assignment of the claim by Green Bank, N.A. NEWAMCO, LLC, held a secured position on all cash and accounts held by Debtor in the amount of approximately $6,750,000. The creditor has not filed its proofs of claims but the Debtor estimates the properties are worth approximately $12,000,000, thus providing substantial equity in the sum of the properties. The Debtor's primary source of income is the proceeds it collects from the sale of its oil and/or gas. The Debtor deems it important to obtain authority to use some of the cash collateral it receives in order to pay basic necessities such as operations, maintenance, insurance, taxes, management fees, escrow for future operating and maintenance expenses and professional fees as might be approved by the court. The Debtor currently has no present alternative borrowing source from which the Debtor could secure additional funding to operate its business. Debtor believes the expenses listed on the Budget are reasonable and necessary business expenses which must be paid in order to continue the Debtor's business. In an effort to adequately protect the interests of the creditor in the Pre petition Collateral for the Debtor's use of cash collateral as requested in this Motion, the Debtor is offering to provide the creditor with a replacement lien on the Debtor's accounts receivable generated postpetition through the use of the collateral of the creditor. In the event the Court does not authorize the Debtor's use of cash collateral, the Debtor believes it will be unable to maintain its current business operations and propose a plan of reorganization as contemplated by the Bankruptcy Code. Without the use of cash collateral, the Debtor will be seriously and irreparably harmed, resulting in substantial losses to the Debtor's estate and its respective creditors. The Debtor is represented by: Jesse Blanco Jr., Esq. JESSE BLANCO ATTORNEY AT LAW 7406 Garden Grove San Antonio, TX 78250 Tel: (713) 320-3732 Fax: (210) 509-6903 E-mail: jesseblanco@sbcglobal.net lawyerjblanco@gmail.com About Bluff Creek Bluff Creek Production, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Texas Case No. 16-70045) on April 4, 2016. Robert G. Call signed the petitions as manager. The Debtors listed total assets of $13.6 million and total debts of $7.09 million. Jesse Blanco Attorney at Law serves as the Debtors' counsel. Judge Ronald B. King is assigned to the cases. BRAND ENERGY: Moody's Lowers CFR to B3 Amid Oil Market Downturn --------------------------------------------------------------- Moody's Investors Service downgraded Brand Energy & Infrastructure Services, Inc.'s corporate family rating to B3 from B2. The downgrade reflects the deterioration in Brand's operating results and credit metrics, the impact of the downturn in the oil & gas market, and the expectation that the company's credit profile will remain weak over the next 12 to 18 months. The rating outlook was changed to negative from stable. This is a summary of Moody's ratings and rating actions taken for Brand Energy & Infrastructure Services, Inc.'s: -- Corporate Family Rating, downgraded to B3 from B2; -- Probability of Default Rating, downgraded to B3-PD from B2-PD; -- $500 million senior unsecured notes due 2021; downgraded to Caa2 (LGD5) from Caa1 (LGD5); -- $300 million first lien revolving credit facility due 2018, downgraded to B2 (LGD3) from B1 (LGD3); -- $1,275 million first lien term loan due 2020, downgraded to B2 (LGD3) from B1 (LGD3); -- Outlook, changed to negative from stable RATINGS RATIONALE The downgrade reflects deterioration in operating results and key credit metrics, including Moody's expectations for continued high debt leverage (measured as Moody's adjusted Debt to EBITDA) above 6.5x and weaker interest coverage during the next 12 to 18 months. The B3 rating also takes into account Brand's negative free cash flows as well as the company's reduced margins. The rating does take into consideration Brand's good liquidity profile sustained by its access to its revolving facility and recently executed receivables financing. The negative outlook reflects our concerns about Brand's ability to improve operating performance enough to offset its top-line sales drop and successfully boost its key credit metrics in the next 12 to 18 months as well as the company's significant exposure to the oil & gas sector. WHAT COULD CHANGE RATINGS UP/DOWN Upgrade is unlikely in the near term. However, the outlook could be stabilized if Brand improves operating performance with better credit ratios, including: -- Adjusted debt-to-EBITDA sustained below 5.5x. -- Interest coverage (measured as EBITA-to-Interest Expense), sustained above 2.0x. -- Retained cash flow-to-Net debt above 10.5%. Alternatively, negative rating actions may occur if Brand's operating performance falls below our expectations, or if the company experiences a weakening in financial performance resulting in these adjusted metrics: -- Adjusted debt-to-EBITDA remains 7.0x. -- Interest coverage, below 1.0x. -- Retained cash flow-to-Net debt below 7.5%. -- Deterioration in liquidity profile. CORPORATE PROFILE Headquartered in Kennesaw, GA, Brand Energy & Infrastructure Services, Inc. is the largest provider of scaffolding, insulation, coatings and other industrial services within the following market segments in North America: upstream, midstream, and downstream oil & gas, power generation, industrial and infrastructure. Brand is majority owned by Clayton Dubilier & Rice through its affiliated funds. In 2015 Brand has approximately 2.9 billion in revenues. All Moody's calculations include Moody's standard adjustments. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. BTCS INC: Court Appoints Temporary Liquidator for Spondoolies ------------------------------------------------------------- BTCS Inc. was informed that, on May 4, 2016, a hearing was held in the district court in Beersheva, Israel during which certain parties sought appointment of a temporary liquidator for Spondoolies Tech Ltd. As a result of the hearing, the Court appointed a temporary liquidator and the judge presiding over the proceedings set a hearing for July 14, 2016, at least one week prior to which a certificate of information must be filed with the Court as required in the applicable regulations. The Company is seeking a conference with the temporary liquidator. BTCS said that at the present time, there can be no assurance that the Company's pending acquisition of Spondoolies can be effectuated and is examining what claims, if any, it may have in connection with such acquisition and the Company's prior investments in Spondoolies. About BTCS BTCS is an early entrant in the digital currency ecosystem and one of the first U.S. publicly traded companies to be involved with digital currencies. On July 24, 2015, the Company effected a change in its name from Bitcoin Shop, Inc. to BTCS Inc. On Aug. 3, 2015, the Company's common stock began trading on the OTC Markets under the new name and with a new CUSIP (05581M 107), but retained the stock symbol "BTCS." The Company incurred a net loss of $10.04 million in 2015 following a net loss of $14.75 million in 2014. As of Dec. 31, 2015, BTCS had $3.23 million in total assets, $6.02 million in total liabilities and a total stockholders' deficit of $2.78 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BUCKSPORT GENERATION: Employs Bernstein Shur as Counsel ------------------------------------------------------- Bucksport Generation LLC has obtained authorization to employ Bernstein, Shur, Sawyer & Nelson, P.A., as counsel. The professional services that Bernstein will render to the Debtor may include some or all of the following: a) Advising the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and property; b) Representing the Debtor at all hearings and matters pertaining to its affairs as debtor and debtor-in-possession; c) Attending meetings and negotiating with representatives of the Debtor's creditors and other parties-in-interest, as well as responding to creditor inquiries; d) Taking all necessary action to protect and preserve the Debtor's estate; e) Preparing on behalf of the Debtor all necessary and appropriate motions, applications, answers, orders, reports and papers necessary to the administration of Debtor's estate; f) Reviewing applications and motions filed in connection with the case; g) Negotiating and preparing on the Debtor's behalf any plans of reorganization, disclosure statements, and all related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plans; h) Advising the Debtor in connection with any potential sale or sales of assets or business, or in connection with any other strategic alternatives; i) Reviewing and evaluating the Debtor's executory contracts and unexpired leases, and representing the Debtor in connection with the rejection, assumption or assignment of such leases and contracts; j) Consulting with and advising the Debtor regarding labor and employment matters; k) Representing the Debtor in connection with any adversary proceedings or automatic stay litigation which may be commenced by or against the Debtor; l) Commencing any adversary proceedings necessary to liquidate any claims against third parties; m) Reviewing and analyzing various claims of the Debtor's creditors and treatment of such claims, and preparing, filing or prosecuting any objections thereto; and n) Performing all other necessary legal services and providing all other necessary legal advice to the Debtor in connection with the case. The Debtor will pay the Firm its customary hourly rates for representation of debtors in reorganization cases and reimbursement for its actual and necessary expenses incurred in representing the Debtors. Robert J. Keach, Esq., a co-chair of Bernstein Shur's Business Restructuring and Insolvency Practice Group, assures the Court that the Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor. About Bucksport Generation Bucksport Generation LLC filed Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10802) on Nov. 3, 2015. The petition was signed by Kyle E. Nenninger as project manager. The Debtor estimates both assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Bernstein, Shur, Sawyer & Nelson, P.A., as counsel. Judge Peter G. Cary is assigned to the case. Bucksport Generation LLC, majority owned by AIM Development, is the owner of a gas-fired generator on a shuttered paper mill property in Bucksport, Maine. BUCKSPORT GENERATION: Files Schedules of Assets & Liabilities ------------------------------------------------------------- Bucksport Generation LLC filed with the U.S. Bankruptcy Court for the District of Maine its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $26,861,558 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $9,735,089 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $15,379,023 ----------- ----------- Total $26,861,558 $25,114,112 A copy of the amended schedules is available for free at: http://is.gd/1qVKa3 About Bucksport Generation Bucksport Generation LLC filed Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10802) on Nov. 3, 2015. The petition was signed by Kyle E. Nenninger as project manager. The Debtor estimates both assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Bernstein, Shur, Sawyer & Nelson, P.A. as counsel. Judge Peter G. Cary is assigned to the case. Bucksport Generation LLC, majority owned by AIM Development, is the owner of a gas-fired generator on a shuttered paper mill property in Bucksport, Maine. CANAL ASPHALT: Ford Objects to Confirmation of Plan --------------------------------------------------- Ford Motor Credit Company LLC requests that the Bankruptcy Court deny confirmation of the Chapter 11 Plan of Canal Asphalt Inc. FMCC objects to confirmation of the Debtor's Plan upon the grounds the Plan does not propose a specific amount to be paid on the secured claim of FMCC, nor does the Plan propose appropriate interest or term. Upon information and belief, other secured claims are proposed to be paid without specific terms provided. Without specific treatment proposed, FMCC cannot consider feasibility or good faith and the Plan should not be confirmed. FMCC is the holder of a properly perfected first-in-right purchase money security interest in one (1) 2013 Ford F150 (V.I.N. 1FTFW1EF3DFC28377). FMCC is represented by: Martin A. Mooney, Esq. SCHILLER, KNAPP, LEFKOWITZ & HERTZEL, LLP 950 New Loudon Road, Suite 109 Latham, New York 12110 Tel: (518) 786-9069 E-mail: mmooney@schillerknapp.com About Canal Asphalt Canal Asphalt Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-23094) on July 31, 2015. The petition was signed by August Nigro III as president. The Debtor disclosed total assets of $20.3 million and total liabilities of $23 million. Goetz Fitzpatrick LLP serves as the Debtor's counsel. CohnReznick LLP serves as financial advisor. SSG Capital Advisors, LLC, serves as its exclusive investment banker, with respect to the sale of its asphalt plant at 800 Canal Street, in Mount Vernon, New York. Hon. Robert D. Drain presides over the case. CANAL ASPHALT: Peckham Declared as Successful Bidder ---------------------------------------------------- Gary M. Kushner, Esq., at partner at Goetz Fitzpatrick LLP, has filed a declaration on the results of the auction of Canal Asphalt Inc. At the auction, the Debtors' investment banker SSG Capital Advisors LLC, declared that Peckham Industries, Inc.'s $12.75 million bid to be the Successful Bid. As a result of Peckham's all-cash bid, these summarizes how each Class under the Plan will be paid: a) Class 1 (Non-Tax Priority Claims) will be paid, in full, on the Effective Date of the Plan. There is no change as to Class 1 as a result of the Auction. b) Classes 2 and 3 of the Plan (Peckham and C.L.'s secured claims) were to be paid either in cash or by way of a reinstatement of the contractual agreements between the creditor and the Debtor. As a result of Peckham's all-cash bid at the Auction, there will be no reinstatement. Class 2 and Class 3 will be paid, in full, on the Effective Date of the Plan. c) Class 4 of the Plan (New Flow mortgage) was to be paid in cash, or by way of an installment agreement if PCI was the successful bidder. Since Peckham was the successful bidder at the Auction, New Flow will be paid, in full, on the Effective Date of the Plan. d) Class 5 of the Plan (Putnam's secured claim) will be paid, in full, on the Effective Date of the Plan. There is no change to the payment of Class 5 claim as a result of the Auction. e) Classes 6, 7, and 8 are unaffected by the results of the Auction. These creditors will either be paid on the Effective Date of the Plan or be given their collateral as payment in full. f) Class 9 of the Plan (general unsecured creditors) was to be paid with cash and in installments over a five-year period (if PCI was the successful bidder) or in cash on the Effective Date of the Plan if there was a cash offer accepted at the Auction. Since Peckham's all-cash bid was accepted, unsecured creditors will receive a substantial distribution on the Effective Date of the Plan and another distribution when the Debtor winds down its business (in approximately 9 to 12 months). As a result of the Auction, it is now anticipated that no less than $4 million will be available to pay the allowed claims of unsecured creditors. If this winds up to be the case, unsecured creditors will receive approximately 72% of their allowed claims on the Effective Date of the Plan. About Canal Asphalt Canal Asphalt Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-23094) on July 31, 2015. The petition was signed by August Nigro III as president. The Debtor disclosed total assets of $20.3 million and total liabilities of $23 million. Goetz Fitzpatrick LLP serves as the Debtor's counsel. CohnReznick LLP serves as financial advisor. SSG Capital Advisors, LLC, serves as its exclusive investment banker, with respect to the sale of its asphalt plant at 800 Canal Street, in Mount Vernon, New York. Hon. Robert D. Drain presides over the case. CANYON PORTAL: Can Access $85,000 Barrett DIP Financing ------------------------------------------------------- U.S. Bankruptcy Judge Edward P. Ballinger, Jr., has authorized Canyon Portal II, LLC, to access postpetition financing from Barrett Realty, LLC, up to a maximum principal amount of $85,000. The Debtor and DIP Lender are authorized to enter into the Term Sheet and to execute loan documents that memorialized the provisions of the Terms Sheet with respect to the loan or advances to be made by Barrett in accordance with the Term Sheet. About Canyon Portal II Canyon Portal II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-16313) on Dec. 31, 2015. The petition was signed by Al Spector as manager. The Debtor disclosed total assets of $29.55 million and total debts of $22.62 million. Stinson Leonard Street LLP represents the Debtor as counsel. Judge Eddward P. Ballinger Jr. has been assigned the case. CHAPARRAL ENERGY: Meeting to Form Creditors' Panel Set for May 18 ----------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 18, 2016, at 10:00 a.m. in the bankruptcy case of Chaparral Energy, Inc., et al. The meeting will be held at: Office of the U. S. Trustee The DoubleTree Hotel 700 King St. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. CHINA SHIANYUN: Suspending Filing of Reports with SEC ----------------------------------------------------- China Shianyun Group Corp., Ltd., filed a Form 15 with the Securities and Exchange Commission 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 China Shianyun China Shianyun Group Corp., Ltd, formerly known as China Green Creative, Inc., develops and distributes consumer goods, including herbal teas, health liquors, meal replacement products, and cured meat using ecological breeding methods in China. The Company is based in Shenzhen Guandong Province, China. China Shianyun reported net income of $1.76 million on $1.14 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $1.33 million on $209,992 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, China Shianyun had $4.19 million in total assets, $4.65 million in total liabilities and a total stockholders' deficit of $461,672. AWC (CPA) Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant accumulated deficits and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. CLASSIC COMMUNITIES: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Classic Communities Corporation 2151 Linglestown Road, Suite 300 Harrisburg, PA 17110 Case No.: 16-02022 Chapter 11 Petition Date: May 10, 2016 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Mary D France Debtor's Counsel: Robert E Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C. 2320 North Second Street Harrisburg, PA 17110 Tel: 717 238-6570 Fax: 717 238-4809 E-mail: rec@cclawpc.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Douglas Halbert, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Benfield Electric Co. Inc. Trade Debt $538,608 400 Hickory Drive Suite 200 Aberdeen, MD 21001 JC Snavely & Sons Inc. Note Payable $485,763 150 Main Street Landisville, PA 17538 Touch of Color Trade Payable $358,261 6303 Allentown Blvd Harrisburg, PA 17112 Lezzer Holdings, Inc. Note Payable $345,858 P.O. Box 217 Curwensville, PA 16833 Final Phase Home Note Payable $335,806 Solutions, LLC 325 E Stiegel Street Manheim, PA 17545 Liberty Insulation Company Note Payable $314,242 3645 Board Road York, PA 17406 Adams Drywall, Inc. Trade Payable $308,694 403 S Erisman Road Manheim, PA 17545 Groffs Electric Note Payable $296,088 3012 Willow Street Pike N Willow Street, PA 17584 Red Rose Cabinetry Note Payable $294,780 740 Rothsville Road Lititz, PA 17543 Fromm Electric Note Payable $290,835 Supply Corp. 5010 Linglestown Road Harrisburg, PA 17112 Lauer Electric Note Payable $207,524 5257 Simpson Ferry Road #A Mechanicsburg, PA 17050 JC Snavely & Sons Inc. Trade Debt $204,235 Norandex Building Note Payable $204,184 Materials Dist. Mountain View Trade Debt $204,126 Plumbing & Heating Esh's Masonry, LLC Trade Debt $197,372 Lezzer Holdings, Inc. Trade Debt $193,396 S&M Siding, LLC Trade Debt $191,525 Steffy Concrete Inc. Note Payable $191,415 Schouten Drywall LLC Trade Debt $184,182 Esh Drywall Trade Debt $178,775 CLEVELAND BIOLABS: Signs Separation Agreement with CFO ------------------------------------------------------ Cleveland BioLabs, Inc., and Neil C. Lyons, the Company's chief financial officer, mutually agreed that Mr. Lyons would terminate his employment with the Company effective May 6, 2016, and become a consultant on such date. In his role as a consultant, Mr. Lyons will continue to serve as chief financial officer of the Company. In connection with his separation from service as an employee and engagement as a consultant, the Company and Mr. Lyons entered into a Separation and Consulting Agreement, dated as of May 6, 2016. Under the terms of the Separation and Consulting Agreement, the Company will pay to Mr. Lyons a monthly fee of $12,450, will pay 50% of Mr. Lyons' premiums for medical insurance under COBRA and will reimburse Mr. Lyons for all reasonable, out-of-pocket expenses incurred by him while traveling on behalf of the Company. Additionally, the Company has agreed to pay Mr. Lyons certain guaranteed payments of $72,283 on May 6, 2016, $36,142 on Nov. 1, 2015, and $38,350 on April 30, 2017, the expiration date of the Separation and Consulting Agreement. In exchange for the payments, Mr. Lyons agrees to serve as the Company's non-employee Chief Financial Officer from May 6, 2016 through April 30, 2017, during which time he will based in Highland, Maryland and provide his consulting services for up to 80 hours per month. Under the Separation and Consulting Agreement, if the Company terminates the engagement of Mr. Lyons for Cause, Mr. Lyons violates the restrictive covenants to which he is bound or Mr. Lyons terminates his engagement without Good Reason, then the Company will have no further obligation to make any additional payments of monthly fees or of the Guaranteed Payments. If, however, the Company terminates Mr. Lyons' engagement without cause or Mr. Lyons terminates his engagement for Good Reason, the Company will be required to pay the monthly fees and make the Guaranteed Payments through April 30, 2017. Mr. Lyons also released and discharged the Company and its stockholders, officers, directors, employees and agents from any and all claims of any kind whatsoever relating to his employment with the Company or his separation from the Company that Mr. Lyons now has or may later claim to have against the foregoing parties. Mr. Lyons also agreed to be bound by provisions requiring his confidentiality with respect to the Company's confidential and proprietary information. He has also agreed to restrictive covenants prohibiting him from soliciting the Company's employees, consultants, contractors or customers and from competing against the Company, in each case, through April 30, 2017. About Cleveland BioLabs Cleveland BioLabs, Inc. (NASDAQ: CBLI) is a biopharmaceutical company developing novel approaches to activate the immune system and address serious unmet medical needs. The Buffalo, New York-based company's proprietary platform of toll-like immune receptor activators has applications in radiation mitigation, oncology immunotherapy and vaccines. Cleveland reported a net loss of $13.04 million on $2.70 million of grants and contracts revenues for the year ended Dec. 31, 2015, compared to net income of $35,366 on $3.70 million of grants and contracts revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Cleveland Biolabs had $20.88 million in total assets, $5.84 million in total liabilities and $15.03 million in total stockholders' equity. COMBIMATRIX CORP: Acuta Capital Reports 5.6% Equity Stake --------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Acuta Capital Partners LLC disclosed that as of Dec. 31, 2015, it beneficially owns 711,470 common shares of Combimatrix Corporation representing 5.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/YoRPLI About Combimatrix Combimatrix specializes in pre-implantation genetic screening, miscarriage analysis, prenatal and pediatric healthcare, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Its clinical lab and corporate offices are located in Irvine, California. Combimatrix reported a net loss of $6.60 million in 2015 compared to a net loss of $8.70 million in 2014. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has limited working capital and a history of incurring net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COMDISCO HOLDING: Reports Fiscal 2nd Qtr. 2016 Financial Results ---------------------------------------------------------------- Comdisco Holding Company, Inc., on May 11 reported financial results for its fiscal second quarter ended March 31, 2016. Comdisco emerged from Chapter 11 bankruptcy proceedings on August 12, 2002. Under Comdisco's First Amended Joint Plan of Reorganization (the "Plan"), Comdisco was charged with, and has been, liquidating its assets. Comdisco's consolidated financial statements are prepared in accordance with ASU 2013-07, Liquidation Basis of Accounting. The reporting discloses Comdisco's estimate of the value of the net assets available in liquidation for the common stockholders. The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation and requires management to make estimates that affect the amounts reported in the consolidated financial statements and the related notes. As of the quarter ended March 31, 2016, there were approximately $34,471,000 in total assets, and approximately $16,094,000 in total liabilities resulting in net assets in liquidation of approximately $18,377,000. The net assets in liquidation as of the quarter ended March 31, 2016 would result in the projected future liquidating distribution of approximately $4.56 per common share, based on 4,028,951 shares of common stock outstanding on March 31, 2016. This estimate of the projected future liquidating distribution includes projections of costs and expenses to be incurred during the time period estimated to complete the plan of liquidation. There is inherent uncertainty with these estimates, and they could change materially based on the timing of the completion of all the steps necessary for the liquidation. Actual results could differ from these estimates and may affect net assets in liquidation and actual cash flows. During the period of December 31, 2015 through March 31, 2016, the Company's estimated net assets in liquidation increased by $16,000. The reasons for the increase in net assets were primarily a result of an increase in estimated accrued interest income and recoveries. As a result of bankruptcy restructuring transactions, the adoption of fresh-start reporting, multiple asset sales, and the adoption of liquidation basis of accounting, Comdisco's financial results are not comparable to those of its predecessor company, Comdisco, Inc. About Comdisco Comdisco emerged from Chapter 11 bankruptcy proceedings on August 12, 2002. The purpose of reorganized Comdisco is to sell, collect or otherwise reduce to money in an orderly manner the remaining assets of the corporation. Pursuant to the Plan and restrictions contained in its certificate of incorporation, Comdisco is specifically prohibited from engaging in any business activities inconsistent with its limited business purpose. Accordingly, it is anticipated that Comdisco will have reduced all of its assets to cash and made distributions of all available cash to holders of its common stock and contingent distribution rights in the manner and priorities set forth in the Plan and is projecting no later than December 31, 2016 as the end date for its wind down of operations. However, the projected remaining wind down period could be shorter or longer as a result of other intervening matters not currently known to management. The company filed on August 12, 2004 a Certificate of Dissolution with the Secretary of State of the State of Delaware to formally extinguish Comdisco Holding Company, Inc.'s corporate existence with the State of Delaware except for the purpose of completing the wind down contemplated by the Plan. Under the Plan, Comdisco was charged with, and has been, liquidating its assets. Comdisco consolidated financial statements are prepared in accordance with ASU 2013-07, Liquidation Basis of Accounting. CUI GLOBAL: Incurs $2.66 Million Net Loss in First Quarter ---------------------------------------------------------- CUI Global, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.66 million on $20.7 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $4.07 million on $16.6 million of total revenues for the same period in 2015. As of March 31, 2016, the Company had $87.4 million in total assets, $30.7 million in total liabilities and $56.6 million in total stockholders' equity. The earnings before interest, taxes, depreciation and amortization (EBITDA) for the first quarter were $(1.7) million or $(0.08) (EBITDA) per share as compared to (EBITDA) of $(3.0) million or $(0.15) per share for the first quarter 2015. Operating activities generated negative cash flow of $(0.4) million during the quarter ended March 31, 2016, versus negative cash flow of $(1.5) million for the same period in 2015. The change in cash from operations is primarily the result of the first quarter net loss before non-cash expenses offset by changes in assets and liabilities. As of March 31, 2016, CUI Global held cash and cash equivalents of $6.4 million, a decrease of $(0.9) million since Dec. 31, 2015. Operations, other intangible assets, and equipment, have been funded through cash on hand during the quarter ended March 31, 2016. CUI Global's president & CEO, William Clough commented, "First Quarter of 2016 saw our GasPT analyzer win the contract we have been pursuing from Snam Rete Gas for more than 4 years. While we only delivered 100 units in First Quarter, that contract, comprising a minimum of more than 3,000 units to be installed across the largest natural gas pipeline network in Europe, substantially enhances our credibility; will increase both revenues and margins; and, most significantly, will lead to further orders in both Western Europe and North America." "The award of the SRG contract, along with the 7% reduction in our SG&A as a percentage of revenues; the increase in our margins; the more than 20% increase in our revenues; and the 50% increase in our adjusted EBITDA, all point to the effectiveness of our strategy to grow the Company and enhance shareholder value. We are confident that this growth in revenues; reduction in SG&A; and increase in profitability will continue throughout the year as more of our technologies are delivered to SRG and other iconic energy companies throughout the World," Clough concluded. A full-text copy of the Form 10-Q is available for free at: https://is.gd/1USwKV About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss of $5.98 million on $86.66 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $2.80 million on $76.04 million of total revenues for the year ended Dec. 31, 2014. DEB STORES: Time to Remove Actions Extended to Aug. 19 ------------------------------------------------------ U.S. Bankruptcy Judge Kevin Gross has extended the time within which Deb Stores may seek removal of the actions pursuant to 28 U.S.C. Sec. 1452 and Bankruptcy Rule 9027 through and including Aug. 19, 2016. About Deb Stores Headquartered in Philadelphia, Pennsylvania, Deb Stores is a mall-based retailer in the juniors "fast-fashion" specialty sector that operates under the name "DEB" and offers moderately priced, fashionable, coordinated women's sportswear, dresses, coats, lingerie, accessories and shoes for junior and plus sizes. The company, founded by Philip Rounick and Emma Weiner, opened its first store under the name JOY Hosiery in Philadelphia, Pennsylvania in 1932. As of Sept. 30, 2014, the Company operated a total of 295 retail store locations (primarily in the East and Midwest, especially Pennsylvania, Ohio and Michigan) as well as an e-commerce channel. On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-11941) and closed the sale of the assets three months later to Ableco Finance, LLC, the agent for the first lien lenders. Deb Stores Holding LLC and eight affiliated companies commenced Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014. The Debtors sought to have their cases jointly administered, with pleadings maintained on the case docket for Deb Stores Holding (Case No. 14-12676). The cases are assigned to Judge Mary F. Walrath. Carl D. Neff at Delaware Bankruptcy Litigation reported that by order dated Dec. 5, 2014, the Debtors' Chapter 11 cases were consolidated for procedural purposes only and therefore are being jointly administered pursuant to Bankruptcy Rule 1015(b). Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and noticing agent. As of Dec. 31, 2014, the Debtors' most recent audited consolidated financial statements reflected assets totaling $90.5 million and liabilities totaling $120.1 million. The Official Committee of Unsecured Creditors tapped Cooley LLP as its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and Zolfo Cooper, LLC as its bankruptcy consultants and financial advisors. DEJA VU RESTAURANTS: 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 Deja Vu Restaurants, Inc. Deja Vu Restaurants, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-23386) on April 7, 2016. The Debtor is represented by Michael Don Harrell, Esq., at Harrell and Associates. DRAFT CONTRACTING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Draft Contracting, LLC. In a May 10 filing with the U.S. Bankruptcy Court in Colorado, the Office of the U.S. Trustee disclosed that "there were too few unsecured creditors" who are willing to serve on a creditors' committee. Draft Contracting, LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of Colorado (Denver) (Case No. 16-12536) on March 22, 2016. The petition was signed by Pamela Montoya, managing member. The Debtor is represented by David Warner, Esq., at Sender Wasserman Wadsworth, P.C. The case is assigned to Judge Michael E. Romero. The Debtor disclosed total assets of $1,500 and total debts of $1.27 million. E.H. MITCHELL: Accused of Absolute Priority Rule Violation ---------------------------------------------------------- Reginald J. Laurent asks the U.S. Bankruptcy Court for the Eastern District of Louisiana to direct E.H. Mitchell & Company, LLC to show cause why its bankruptcy case should not be dismissed or converted to Chapter 7. Mr. Laurent also accuses the Debtor of making unauthorized distributions in violation of the absolute priority rule, as well as failing to make the appropriate quarterly distributions. "If Mitchell's principals continue the unauthorized postpetition payments of their personal expenses, payment of the administrative expense claims of Robert Marerro and Richard Martinez will be delayed unreasonably and unlawfully. As of October, when the Plan was confirmed, Marerro is owed $26,368.75 and Martinez is owed $39,093.25... Earning $14,000 in monthly royalties, Mitchell has received income of $84,000 since October 2015. If Mitchell did not extinguish the administrative expense claims of Marerro and Martinez in full since October, 2015, the Court should order Mitchell to show cause why these expenses have not been paid or why it has been unable to pay these expenses from the royalties received since October, 2015... Distributions by Mitchell violates the absolute priority rule, and monthly distributions for personal expenses charged to Mitchell's account by Brian Furr and Michael Furr have resulted in continuing loss to or diminution of the bankruptcy estate. Under the plan as it exists, payment of administrative expense claims is subject to the vagary of Brian Furr and Patricia Furr, who have diminished estate assets post-petition and will be authorized indefinitely to choose not to pay the claims." Mr. Laurent avers. Reginald J. Laurent is represented by: Reginald J. Laurent, Esq. LAW OFFICE OF REGINALD J. LAURENT 3277 Pontchartrain Drive Slidell, LA 70458 Telephone: (985)847-1657 Facsimile: (985)847-2599 About E.H. Mitchell & Company E. H. Mitchell & Company LLC sought protection under Chapter 11 of the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr. E.D. La.). The case is assigned to Judge Jerry A. Brown. The petition was signed by Michael Furr, secretary/member. The Debtor disclosed $300,027,297 in assets and $1,281,148 in liabilities. The Debtor is represented by Robert L. Marrero, Esq., at Robert Marrero, LLC, in New Orleans, Louisiana. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, appointed three members to the official committee of unsecured creditors. ECOSPHERE TECHNOLOGIES: Dean Becker Resigns as Director ------------------------------------------------------- Dean Becker notified Ecosphere Technologies, Inc., of his intention to resign, effective May 4, 2016, as a director of the Company, according to a regulatory filing with the Securities and Exchange Commission. Mr. Becker's decision was not due to any disagreement with the Company relating to the Company's operations, policies or practices. The non-binding letter of intent under which Mr. Becker was granted certain mining rights has expired. About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $23.06 million on $721,179 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $11.49 million on $1.11 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $2.13 million in total assets, $10.76 million in total liabilities, $3.88 million in total redeemable convertible preferred stock, and a total deficit of $12.52 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 of $23,067,761 and $11,496,463 in 2015 and 2014, respectively, and cash used in operating activities of $1,761,946 and $4,550,454 in 2015 and 2014, respectively. At December 31, 2015, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $9,322,066, $12,218,672 and $132,397,790 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. ECOSPHERE TECHNOLOGIES: Obtains $429,000 Loan from Brisben Water ---------------------------------------------------------------- As disclosed in a Form 8-K report filed with the Securities and Exchange Commission, Ecosphere Technologies, Inc., and Brisben Water Solutions, LLC entered into a loan arrangement on May 4, 2016, pursuant to which the Lender loaned the Company $429,000 in exchange for a 10% secured convertible promissory note convertible into shares of common stock of the Company at $0.115 per share. The loan matures Dec. 15, 2016. As further consideration for the loan, the Company also issued the Lender 13,547,826 five-year warrants to purchase shares of the Company's common stock, exercisable at $0.115 per share. The Lender also agreed to extend the maturity of prior loans to the Company totaling $2,475,000 in principal to Dec. 15, 2016. In connection with the foregoing, the Company issued the Lender an Amended and Restated Note combining the principal amounts of all the Lender's outstanding loans to the Company. The obligations under the Note are secured by an Amended and Restated Security Agreement between the parties. In addition to the prior collateral, the collateral securing the Note consists of the Company's Ozonix patents, except for all agricultural uses. Previously disclosed provisions pursuant to which, until repayment of the Note, the Company has agreed to apply certain revenues and proceeds toward repayment of the Note remain in effect. About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $23.06 million on $721,179 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $11.49 million on $1.11 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $2.13 million in total assets, $10.76 million in total liabilities, $3.88 million in total redeemable convertible preferred stock, and a total deficit of $12.52 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 of $23,067,761 and $11,496,463 in 2015 and 2014, respectively, and cash used in operating activities of $1,761,946 and $4,550,454 in 2015 and 2014, respectively. At December 31, 2015, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $9,322,066, $12,218,672 and $132,397,790 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. EMC ACQUISITIONS: Moody's B2 CFR Under Review Amid Buyout --------------------------------------------------------- Moody's Investors Service has placed the ratings of EMC Acquisitions, LLC under review for upgrade in connection with the announcement that EMC signed a definitive agreement to be acquired by Global Eagle Entertainment, Inc. Global Eagle will pay $550 million for EMC, and EMC's shareholders will receive $30 million in cash and 6.6 million shares of GEE stock at closing and another $25 million in 2017, which may be paid in cash or stock at GEE's election. Ratings under review include EMC's B2 Corporate Family Rating, B2-PD Probability of Default rating, its B1 first lien senior secured revolver and term loan ratings, and its Caa1 second lien senior secured term loan rating. On Review for Possible Upgrade: Issuer: EMC Acquisitions, LLC Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Corporate Family Rating, Placed on Review for Upgrade, currently B2 Issuer: Emerging Markets Communications, LLC Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently B1 (LGD3) Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Caa1 (LGD5) Outlook Actions: Issuer: EMC Acquisitions, LLC Outlook, Changed To Rating Under Review From Stable Issuer: Emerging Markets Communications, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review of EMC's ratings will focus on: i) the receipt of regulatory approvals and any other conditions to the closing of the merger, and; ii) the final composition and terms of the debt capital structure upon closing, which is expected to occur in the third quarter of 2016. The review will also focus on the strength of the combined company, which will create a leading provider of satellite-based communication connectivity and media content serving key mobility verticals including aviation, maritime and selected land-based markets. Moody's expects that the pro-forma combined company will be meaningfully less leveraged than EMC currently is on a standalone basis. Given EMC's merger with the larger Global Eagle, Moody's expects the combined entity to benefit as it will grow the existing business to become the largest content, connectivity & mission-critical services provider to remote locations, with satellite broadband capabilities across land, sea, and now air. Moody's review will also focus on the pro-forma company's outlook for deleveraging, growth strategies, free-cash-flow generation capabilities, competitive position, management composition, and synergy opportunities. The principal methodology used in these ratings was Global Telecommunications Industry published in December 2010. EVANS & SUTHERLAND: Posts $236,000 Net Income for First Quarter --------------------------------------------------------------- Evans & Sutherland Computer Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $236,000 on $7.90 million of sales for the three months ended April 1, 2016, compared to net income of $103,000 on $8 million of sales for the three months ended April 3, 2015. As of April 1, 2016, Evans & Sutherland had $22.45 million in total assets, $22.83 million in total liabilities and a total stockholders' deficit of $385,000. A full-text copy of the Form 10-Q is available for free at: https://is.gd/yRbOU0 About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported a net loss of $1.27 million on $35.3 million of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014. FIDELITY & GUARANTY: Fitch Assigns 'BB' LT Issuer Default Ratings ----------------------------------------------------------------- Fitch Ratings has maintained the ratings of Fidelity & Guaranty Life and subsidiaries (collectively referred to as F&G Life) on Rating Watch Evolving. The affected ratings include the 'BBB' Insurer Financial Strength (IFS) ratings for the life insurance subsidiaries, Fidelity & Guaranty Life Insurance Co. and Fidelity & Guaranty Life Insurance Co. of New York, the 'BB' Issuer Default Rating (IDR) assigned to Fidelity & Guaranty Life Holdings, Inc., and the 'BB-' senior unsecured note rating. KEY RATING DRIVERS F&G Life's ratings were placed on Rating Watch Evolving on Nov. 9, 2015, following the announcement that the company had agreed to be acquired by China-based Anbang Insurance Group Co., Ltd. (Anbang) in an all-cash transaction valued at approximately $1.58 billion. Progress towards the transaction close is generally proceeding as planned and is expected to close in the third quarter 2016 subject to regulatory approvals and satisfaction of other customary closing conditions. The Rating Watch Evolving status reflects the uncertain impact of the proposed change in ownership on F&G Life's ratings. Fitch's review of the transaction will focus on the impact on F&G Life's standalone credit profile, the strategic fit of F&G Life within the Anbang organization, and Anbang's ability and willingness to provide financial support to F&G Life. Resolution of the Rating Watch status will be dependent on completion of the deal, though the direction of the Rating Watch could change in advance of the close based on Fitch's ongoing review of the transaction. The purchase of F&G Life by Anbang reflects a broader strategic initiative by Anbang to expand its life insurance business internationally. The proposed acquisition of F&G Life represents Anbang's first entry into the U.S. insurance market. The deal removes uncertainty over the future ownership of F&G Life following the parent company HRG's announcement in April 2015 that it will be exploring strategic alternatives for F&G Life, which may include a sale of all or part of its approximately 80% ownership interest. F&G Life's recent financial performance and balance sheet fundamentals remain in line with rating expectations. New Department of Labor (DOL) rules are expected to negatively impact the sale of fixed indexed annuities (FIAs) in qualified markets. While Fitch does not see this as an immediate rating issue, the new DOL rules may cause changes in operating strategies that could impact F&G Life's risk profile and ratings longer term. RATING SENSITIVITIES F&G Life's ratings could be downgraded if the transaction is completed as planned and Fitch believes the proposed transaction negatively impacts F&G Life's credit profile. Conversely, F&G Life's ratings could be upgraded if the transaction is completed as planned and Fitch believes the proposed transaction positively impacts F&G Life's credit profile. Fitch maintains the following ratings on Rating Watch Evolving: Fidelity & Guaranty Life Insurance Co. Fidelity & Guaranty Life Insurance Co. of New York -- IFS rating 'BBB'. Fidelity & Guaranty Life Holdings, Inc. -- Long-Term IDR 'BB'; -- Senior unsecured note due April 2021 'BB-'. FINJAN HOLDINGS: Incurs $1.16 Million Net Loss in First Quarter --------------------------------------------------------------- Finjan Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.16 million on $2.32 million of revenues for the three months ended March 31, 2016, compared to a net loss of $4.20 million on $0 of revenues for the same period in 2015. As of March 31, 2016, Finjan Holdings had $8.10 million in total assets, $2.78 million in total liabilities and $5.32 million in total stockholders' equity. "Based on current forecasts and assumptions, the Company believes that its cash and cash equivalents will be sufficient to meet anticipated cash needs for working capital and capital expenditures for at least the next 12 months from the date of filing this quarterly report. Such forecasts include approximately $3.7 million of licensing revenue to be received by January 13, 2017 under existing contracts. "The Company may, however, encounter unforeseen difficulties that may deplete its capital resources more rapidly than anticipated. To insure against any such difficulties, the Company may raise additional capital to fund licensing and enforcement actions, planned research and development activities and to better solidify its financial position. Any efforts to seek additional funding could be made through issuances of equity or debt, or other external financing. However, additional funding may not be available on favorable terms, or at all. Further, if the Company is unable to obtain additional funding on a timely basis, the Company may be required to curtail or terminate some or all of its business plans." A full-text copy of the Form 10-Q is available for free at: https://is.gd/WeajPW About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $12.6 million in 2015, a net loss of $10.5 million in 2014 and a net loss of $6.07 million in 2013. FIRST DATA: Egan-Jones Hikes FC Sr. Unsecured Rating to B --------------------------------------------------------- Egan-Jones Ratings Company raised the foreign currency senior unsecured rating on debt issued by First Data Corp. to B from B- on May 2, 2016. EJR also upgraded the foreign currency commercial paper rating on the Company to B from C. First Data Corporation offers its clients a range of integrated solutions in commerce technologies, merchant acquiring, issuing, and network solutions. FORESIGHT ENERGY: Amends Transaction Support Pact with Lenders -------------------------------------------------------------- Foresight Energy LLC and Foresight Energy LP entered into the First Amendment to Transaction Support Agreement with certain of the lenders under the Partnership's Second Amended and Restated Credit Agreement dated as of Aug. 23, 2013, which extended the deadline for the Partnership to enter into a corresponding transaction support agreement or similar agreement with holders of at least 66.67% of the principal amount of FELLC's 7.875% Senior Notes due 2021 in support of the proposed restructuring contemplated by the Support Agreement to May 17, 2016. The Support Agreement may be terminated automatically after three business days upon the Partnership failing to enter into such agreement on or before May 17, 2016. About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Foresight had $1.83 billion in total assets, $1.81 billion in total liabilities and $18.88 million in total partners' capital. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded all ratings of Foresight Energy, including the corporate family rating to 'Caa3' from 'Caa1'. FORESIGHT ENERGY: Extends Forbearance Agreement Until May 17 ------------------------------------------------------------ Foresight Energy LLC and Foresight Energy Finance Corporation, together with the Partnership, again extended the term of the existing forbearance agreement that was entered into on Dec. 18, 2015, with certain holders of the Issuers' 7.875% Senior Notes due 2021. As a result of the extension, the forbearance period runs through May 17, 2016, unless further extended by the Consenting Noteholders in their sole discretion or unless earlier terminated in accordance with its terms. The extension is intended to provide additional opportunity to engage in discussions and negotiations with the holders of the Notes and the Partnership's secured lenders, according to a Form 8-K report filed with the Securities and Exchange Commission. About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Foresight had $1.83 billion in total assets, $1.81 billion in total liabilities and $18.88 million in total partners' capital. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded all ratings of Foresight Energy, including the corporate family rating to 'Caa3' from 'Caa1'. FOREST PARK FORT WORTH: Court OKs Cash Collateral Use Up To May 15 ------------------------------------------------------------------ Judge Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas, issued his sixth interim order authorizing Forest Park Medical Center at Fort Worth, LLC ("Hospital"), to use cash collateral from April 18, 2016 through May 15, 2016. Jefe Plover Interests, Ltd. asserted a lien or security interest in the Hospital's Accounts and the proceeds thereof. The Hospital disputed the validity of any such lien or security interest. The Hospital sought authority to use cash collateral in which Jefe Plover asserts an interest. Forest Park I, LLC and Forest Park II, LLC ("FP Lenders") asserted a security interest in the Hospital's inventory. Judge Nelms found that the use of cash collateral is necessary to avoid immediate and irreparable harm to the Hospital's bankruptcy estate. He authorized the Hospital to operate its business and use cash collateral to pay expenses in accordance with the Budget. The Budget provides for total disbursements in the amount of $344,000 for the week beginning April 18, 2016, $1,051,000 for the week beginning April 25, 2016, $437,000 for the week beginning May 2, 2016, and $923,000 for the week beginning May 9, 2016. According to the Budget, the cash collateral will be used to pay for salaries, benefits, contract labor, supplies, utilities and the professional fees of physicians, among others. As adequate protection for any diminution in the value of the Prepetition Lenders' respective interests in the Prepetition Lenders' collateral caused by the use of cash collateral by the Hospital, Judge Nelms granted each of the Prepetition Lenders new, first-priority liens and security interests upon all categories of property of the Hospital, upon which any of the Prepetition Lenders held valid, perfected prepetition liens and security interests as of the petition date and all proceeds, rents, products or profits thereof. A full-text copy of the Sixth Interim Order, dated April 15, 2016, is available at http://is.gd/Pfj80D About Forest Park Medical Forest Park Medical Center at Fort Worth, LLC is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. FPMC FORT WORTH: Court Approves May 12 Auction for Assets --------------------------------------------------------- FPMC Fort Worth Realty Partners, LP, sought and obtained from Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, approval of the bid procedures for the sale of the Debtor's real estate and certain executory contracts and unexpired leases. The approved Bid Procedures contain, among others, these relevant terms: (a) Assets to be Sold: The assets to be sold consist of the real estate comprising the Forest Park Medical Center of Fort Worth, which includes, among other things, a hospital building, a medical office building, and a parking garage in addition to certain executory contracts and unexpired leases to which the Debtor is a party ("Property"). Except for the Permitted Exceptions and the Assumed Liabilities, the Property will be sold free and clear of all liens, claims, interests, and encumbrances to the fullest extent allowed under Section 363(f) of the Bankruptcy Code. The Property is being sold on an AS-IS, WHERE-IS basis. (b) Qualified Bid Deposit: A Qualified Bidder must make a deposit in an amount equal to $2,240,000, made by cashier's check or by wire transfer of immediately available funds to an account designated by the Debtor. (c) Bid Deadline: All Bid Packages must be submitted so as to be received not later than 5:00 p.m. on May 10, 2016. (d) Auction Date: The Debtor will conduct an auction on May 12, 2016 at 9:30 a.m. (e) Sale Hearing: The hearing to consider approval of the Sale is scheduled for May 19, 2016 at 2:30 p.m. (f) Objection Deadline: Responses or objections to the approval of the sale will be filed so as to be received no later than May 17, 2016 at 4:00 p.m. The Debtor entered into a Purchase and Sale Agreement with Texas Health Resources ("Purchaser"). "Under the Purchase Agreement, all of the Debtor's real property leases for both the hospital and the medical office building and any underlying guarantees will be assumed and assigned to the Purchaser. Notwithstanding, the Debtor is not transferring to the Purchaser, and the Purchaser is not acquiring from the Debtor, any and all claims that the Debtor holds against Forest Park Medical Center at Fort Worth LLC ("Hospital Operating Company") for unpaid rents due and owing to the Debtor from prior to the effective Date, and the Debtor will retain all right, title, and interest in any such rents that were due and owing to the Debtor from the Hospital Operating Company from prior to the Effective Date. While the Debtor retains its claims against the Hospital Operating Company under the Purchase Agreement, the Purchase Agreement also provides that the Debtor will release those claims at Closing if the Hospital Operating Company executes a mutual release with the Debtor in which both the Debtor and the Hospital Operating Company release one another and each other's affiliates and representatives of any and all claims and causes of action relating to the Hospital Operating Company Leases that either the Debtor or the Hospital Operating Company may hold against the other," the Debtor averred. Judge Mullin approved Texas Health Resources as the stalking horse bidder. Limited Objections Forest Park Medical Center at Fort Worth, LLC and the Official Committee of Unsecured Creditors of Forest Park Medical Center at Fort Worth, LLC objected to the Bid Procedures and the Bid Procedures Order to the extent that they would preclude the participation of other suitors interested in acquiring the entire Hospital, because they do not meet a certain threshold cash price, even though such offers may provide a greater value to the Debtor's estate by significantly reducing the Debtor's litigation risk and avoiding a potential substantial contribution claim by Forest Park Medical Center at Fort Worth, LLC. Methodist Hospitals of Dallas d/b/a Methodist Health System related that it executed an exclusive letter of intent that provides the Debtor with significant cash and non-cash consideration commensurate with, and superior to, the value of Texas Health Resources' ("THR") proposed stalking horse bid. Methodist further related that its bid constitutes a better offer than THR's bid because, in addition to significant cash consideration sufficient to satisfy all of the Debtor's creditor claims, and provide a substantial recovery to equity, it involves the purchase of substantially all of the assets of Forest Park Medical Center at Fort Worth, LLC ("OpCo"), including relief of OpCo's capital lease obligations, and provides for a release of OpCo's significant claims and causes of action against the Debtor. "Nevertheless, in opting to breach the LOI in favor of THR's bid, the Debtor has substituted the certainty associated with Methodist's bid - a consensual resolution for all parties involved in both the Debtor and OpCo's cases - for extensive and burdensome litigation for the Debtor's estate, under the questionable premise that more money for its equity is highest and best... In an effort to ensure that the Debtor does not chill bidding, therefore handing its assets to THR without an auction, Methodist submits that the proposed Bid Procedures should be modified to allow for submission of bids that include cash and non-cash consideration, including, without limitation, releases of claims against the Debtor," Methodist contended. FPMC Fort Worth Realty Partners, LP, is represented by: Melissa S. Hayward, Esq. Julian P. Vasek, Esq. FRANKLIN HAYWARD LLP 10501 N. Central Expy, Suite 106 Dallas, TX 75231 Telephone: (972)755-7100 Facsimile: (972)755-7110 E-mail: MHayward@FranklinHayward.com Jvasek@FranklinHayward.com Forest Part Medical Center at Fort Worth, LLC, is represented by: J. Robert Forshey, Esq. Jeff P. Prostok, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Telephone: (817)877-8855 Facsimile: (817)877-4151 E-mail: bforshey@forsheyprostok.com jprostok@forsheyprostok.com The Official Committee of Unsecured Creditors of Forest Park Medical Center at Fort Worth, LLC is represented by: Michael D. Warner, Esq. COLE SCHOTZ P.C. 301 Commerce Street Suite 1700 Fort Worth, TX 76102 Telephone: (817)810-5350 Facsimile: (817)810-5355 E-mail: mwarner@coleschotz.com - and - Robert M. Hirsh, Esq. George P. Angelich, Esq. ARENT FOX LLP 1675 Broadway New York, NY 10019 Telephone: (212)484-3900 Facsimile: (212)484-3990 E-mail: robert.hirsh@arentfox.com george.angelich@arentfox.com The Methodist Hospitals of Dallas d/b/a Methodist Health System is represented by: Kristian W. Gluck, Esq. Ryan E. Manns, Esq. NORTON ROSE FULBRIGHT US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75220 Telephone: (214)855-8000 Facsimile: (214)855-8200 E-mail: kristian.gluck@nortonrosefulbright.com ryan.manns@nortonrosefulbright.com About FPMC Fort Worth FPMC Fort Worth Realty Partners, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-44791) on Nov. 30, 2015. The petition was signed by Todd Furniss, manager of Neal Richards Group Forest Park Development LLC, its general partner. Franklin Hayward LLP represents the Debtor as counsel. The Hon. Mark X. Mullin is the case judge. GOODYEAR TIRE: Fitch Assigns 'BB/RR4' Rating to Notes Due 2026 -------------------------------------------------------------- Fitch Ratings has assigned a rating of 'BB/RR4' to The Goodyear Tire & Rubber Company's (GT) proposed issuance of $900 million in senior unsecured notes due 2026. GT's Issuer Default Rating (IDR) is 'BB', and the Rating Outlook is Stable. The proposed notes will be guaranteed on a senior unsecured basis by GT's U.S. and Canadian subsidiaries that also guarantee GT's secured credit facilities and its other senior unsecured notes. Proceeds from the proposed notes will be primarily used to redeem in full GT's existing $900 million of 6.5% senior unsecured notes due 2021, which became callable on March 1, 2016. By refinancing the 6.5% notes, GT will likely be able to take advantage of favorable credit market conditions to lower its cost of debt, while shifting the maturity about five years further into the future. KEY RATING DRIVERS GT's ratings reflect the tire manufacturer's strengthened credit profile, which has been driven by significantly improved profitability and free cash flow (FCF) that the company has used to reduce debt. GT's focus on high value added (HVA) tires and its global cost reduction initiatives have resulted in substantial margin growth and higher operating income over the past year, even as global tire volume growth has been in the low-single digit range. GT's market position remains strong as the third-largest global tire manufacturer overall and the top manufacturer of consumer replacement tires in the U.S. Fitch expects credit metrics to strengthen over the intermediate term as the company continues to look for further opportunities to use FCF to strengthen its balance sheet. Fitch's primary rating concerns for GT remain the heavy competition in the global tire industry, rising industry capacity and the industry's sensitivity to commodity prices, particularly to petroleum products and natural rubber. Fitch expects global industry capacity will continue to grow, including when GT's new Americas plant opens next year. Several competitors have opened plants in North America over the past five years and more capacity has been added in emerging markets. Mitigating this concern is the capacity-intensive nature of HVA tire manufacturing, especially for light truck and SUV HVA tires, which limits the number of HVA tires that can be manufactured with a given amount of capacity. GT has also noted that its capacity is constrained on some of its popular tires, and it needs the new Americas plant to meet demand. Low commodity prices have contributed to GT's strong profit growth over the past year, as substantially lower raw material costs have more-than-offset the effect of reduced commodity pass-through charges on the company's revenue. Although commodity prices are likely to rise somewhat over the next several years, Fitch expects them to remain relatively low by historical standards. However, an unexpected sharp increase in the cost of oil or natural rubber could pressure GT's margins. The company has historically been successful in offsetting higher commodity prices with increased tire pricing, but heightened industry competition could limit GT's pricing flexibility in the future. Fitch generally expects GT's credit protection metrics to strengthen over the intermediate term as overall tire demand grows along with the global car parc, particularly in emerging markets, and as the company continues to work on improving its cost structure. Fitch expects leverage to decline over the intermediate term as GT's earnings rise and as it continues to reduce debt. Fitch also expects reduced variability in the company's quarterly cash flows over time as it focuses on working capital management. As of March 31, 2016, GT's debt totaled $6.1 billion, and last 12 months (LTM) Fitch-calculated EBITDA was $2.5 billion, leading to Fitch-calculated leverage (debt/Fitch-calculated EBITDA) of 2.4x. FFO adjusted leverage was 3.7x, and GT's EBITDA margin was 15.8%. Fitch-calculated free cash flow (FCF) in the LTM ended March 31, 2016 was $444 million, leading to a FCF margin of 2.8%. Liquidity totaled $2.3 billion, including $1.1 billion in cash and $1.2 billion in combined availability on the company's U.S. and European revolvers. In addition to the amounts available on its primary U.S. and European revolvers, GT also had another $803 million available on various foreign and domestic facilities. Consistent with many U.S. industrials with global operations, the majority of GT's debt has been issued in the U.S., but 55% of the company's 2015 revenue was generated in other countries. Also, 77% of the company's consolidated cash, or $831 million, was located at non-guarantor subsidiaries outside the U.S. at March 31, 2016. Fitch views the mismatch between cash and debt as a risk that could lead to higher leverage if the company has difficulty repatriating its foreign cash. KEY ASSUMPTIONS -- Global tire industry demand grows modestly over the intermediate term, but it remains weak in Latin America. -- Near-term revenue is negatively affected by the strong U.S. dollar and low commodity prices, but the effect is less pronounced than in 2015. -- Capital spending runs at about $1.1 billion annually over the intermediate term as the company invests in growth initiatives, including its new Americas plant. -- Dividends remain relatively modest, but they rise over the intermediate term. -- Cash pension contributions run in the $50 million to $75 million range over the intermediate term. -- The company generally maintains between $1.5 billion and $2 billion in cash, with excess cash used for share repurchases. -- The company continues to look for opportunities to reduce debt. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Demonstrating continued growth in tire unit volumes, market share and pricing; -- Maintaining 12-month FCF margins of 4% or better for an extended period; -- Generating sustained gross EBITDA margins of 12% or higher; -- Maintaining leverage near 2.0x for an extended period; -- Maintaining FFO adjusted leverage near 3.0x for an extended period. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A significant step-down in demand for the company's tires without a commensurate decrease in costs; -- An unexpected increase in costs, particularly related to raw materials, that cannot be offset with higher pricing; -- A decline in the company's cash below $1.3 billion for several quarters; -- A decline in 12-month FCF margins to below 2% for a prolonged period; -- An increase in gross EBITDA leverage to above 3.0x for a sustained period; -- An increase in FFO adjusted leverage to above 4.0x for a sustained period. Fitch rates GT and its Goodyear Dunlop Tires Europe B.V. (GDTE) subsidiary as follows: GT -- IDR 'BB'; -- Secured bank credit facility 'BB+/RR1'; -- Secured second-lien term loan 'BB+/RR1'; -- Senior unsecured notes 'BB/RR4'. GDTE -- IDR 'BB'; -- Secured bank credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB/RR2'. The Rating Outlook for GT and GDTE is Stable. H. KREVIT: Court OKs Continued DIP Financing from ACM ----------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut issued her final order authorizing H. Krevit and Company, Incorporated, et al., to continue their secured, superpriority postpetition financing ("DIP Facility") on essentially the same terms and conditions previously authorized by the Court in its Final Order entered Dec. 23, 2015. The DIP Facility consisted of a $1.5 million revolving credit facility which the Debtors obtained from ACM Business Solutions, LLC. The proceeds of the DIP Facility is to be used solely for: (1) working capital and other general corporate purposes; (2) permitted payment of costs of administration of the Cases; (3) payment of fees and expenses due under the DIP Facility; and (4) payment of such prepetition expenses, in addition to the Prepetition Obligations permitted to be so paid in accordance with the consents required under the DIP Documents, as approved by the Court. The IRS, Prepetition Senior Lender, the Prepetition Junior Lenders, DECD, and Direct Capital are entitled to receive the following as adequate protection: (i) The Prepetition Senior Lender will receive adequate protection liens and superpriority claims; (ii) The Prepetition Junior Lenders will receive adequate protection liens; (iii) The IRS, DECD and Direct Capital will receive adequate protection liens to the extent they had valid and properly perfected liens in the Prepetition Collateral; and (iv) the IRS will receive adequate protection payments in the amount of $8,000 monthly from the Debtors during the term of the Final Order. The Court authorized the Debtors, upon the entry of the Final Order and through and included March 25, 2016, to request extensions of credit under the DIP Facility, in the form of loans, of up to an aggregate principal amount not to exceed $1.5 million at any one time outstanding. The Court held that the Prepetition Senior Liens, Prepetition Junior Liens, DECD Liens, the Adex Lien, and the Direct Capital Liens as well as the DIP Liens, DIP Superpriority Claims, Adequate Protection Liens, and Adequate Protection Superpriority Claims granted pursuant to the Final Order will all be subject and subordinate in lien, payment and priority to the amounts payable by the Debtors on account of the Carve Out. The Carve-Out encompasses these expenses: (i) allowed fees and reimbursement for disbursements of professionals retained by the Debtors in an aggregate amount for all such Professional Fees not to exceed $100,000, plus an additional amount for the Debtors' environmental consultant in an amount not to exceed $7,500; (ii) allowed fees and reimbursement for disbursements of professionals retained by the Statutory Committee in an aggregate amount of all such Committee's Professional Fees not to exceed $150,000; (iii) quarterly fees pursuant to 28 U.S.C. Section 1930(a)(6) and any fees payable to the clerk of the Bankruptcy Court; and (iv) amounts due and owing to the Debtors' employees for post-petition wages. A full-text copy of the Final Order dated Feb. 29, 2016, is available at http://is.gd/zqMQgh About H. Krevit and Company H. Krevit and Company, Incorporated is a manufacturer and distributor of various inorganic chemicals, including sodium hypochlorite (bleach), hydrochloric acid, and sodium hydroxide (caustic soda). Krevit was established in 1919 and is the oldest manufacturer of sodium hypochlorite in the United States. GreenChlor, Inc. is the owner and operator of a chlor-alkali manufacturing facility in New Haven, Connecticut and Krevit, which owns 80% of GreenChlor, is its sole customer. GCTR Realty, LLC ("GCTR") owns the real property located at 71-73 Welton Street, New Haven, Connecticut. Trucking, LLC ("HKC Trucking") is the owner of a fleet of Volvo tractors which are used by Krevit in the operation of Krevit's business. H. Krevit and Company and its three affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Conn. Case Nos. 15-31904 to 15-31907) on Nov. 19, 2015, with plans to effectuate a sale of the assets as a going concern. The petitions were signed by Thomas S. Ross as president. Judge Julie A. Manning has been assigned the cases. AJM Industries LLC ("AJM") is the Debtors' primary secured creditor. As of the Petition Date, AJM held claims against the Debtors in the aggregate amount of $19,838,168. AJM's claims are secured by liens on substantially all of the Debtors' assets having priority, with limited exceptions, ahead of all other claims, liens, interests and encumbrances. Rogin Nassau LLC serves as counsel to the Debtors. The Debtors tapped TrueNorth Capital Partners LLC to act as investment banker in selling their assets. The Office of the U.S. Trustee appointed five creditors to the official committee of unsecured creditors. Timothy S. Ponsler at Olin Chlor Alkali Products Division; and Anthony Bellucci at Hamilton Connections, are Co-Chairs of the Official Committee of Unsecured Creditors. Polsinelli PC serves as lead counsel to the Committee, and Finn Dixon & Herling LLP serves as local counsel. HONEY BEE USA: Arranges $21.5-Mil. DIP Financing from Avatar ------------------------------------------------------------ Honey Bee USA, Inc., asks the U.S. Bankruptcy Court for the District of Hawaii, for authorization to obtain final post-petition financing on a secured and superpriority basis ("DIP Financing") from Avatar Financial Group. The relevant terms of the proposed DIP Financing are: (a) Loan Amount: $21,500,000 (b) Use of Proceeds: The loan/capital will be used to pay arrears outstanding under the Debtor's 65 year ground lease with the DLNR and construction costs. (c) Interest Rate: Simple interest at market rates at closing. (d) Funding Date: 30 days from the due diligence date. (e) Maturity: One year (f) Due Diligence: Deadline of May 13, 2016 (g) Events of Default: Customary defaults including, (1) failure to pay principal, interest, fees and expenses when due; (2) violation of covenants; (3) change of control; (4) dismissal or conversion of the Borrower's Chapter 11 Case; (5) appointment of a chapter 11 trustee; (6) granting of relief from automatic stay to permit foreclosure on or exercise any other remedies with respect to any collateral. The Debtor contends that the terms offered by Avatar Financial Group are the best terms that the Debtor has been able to negotiate in its discussion with potential sources of DIP Financing. The Debtor's Motion is scheduled for hearing on May 16, 2016 at 2:00 p.m. Honey Bee USA, Inc., is represented by: Chuck C. Choi, Esq. Allison A. Ito, Esq. WAGNER CHOI & VERBRUGGE 745 Fort Street, Suite 1900 Honolulu, HI 96813 Telephone: (808)533-1877 Facsimile: (808)566-6900 E-mail: cchoi@hibklaw.com aito@hibklaw.com HUTCHESON MEDICAL: Court Grants Regions Bank Limited Stay Relief ---------------------------------------------------------------- Regions Bank sought and obtained from Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, an order granting limited relief from the automatic stay. Regions Bank sought relief from the automatic stay in respect of the Leased Property and Debtor Hutcheson Medical Center, Inc.'s ("HMC") Leasehold Interest in the Leased Property so that it can enforce its remedies under the Authority Security Deed, the HMC Lease Agreement, and applicable non-bankruptcy law. HMC was indebted to Regions in the amount of $26,263,448 ("Regions Claim"). The Regions Claim is secured by, among other things, a lien on certain real property that is owned by The Hospital Authority for Walker, Dade and Catoosa Counties ("Authority"), and is leased ("Leased Property") to HMC pursuant to a Ground Lease. HMC assigned its rights, title and interests under the Ground Lease ("Leasehold Interest") to Regions as collateral for the Regions Claim. The Authority also pledged its fee interest in the Leased Property as collateral for the Regions Claim. Regions Bank averred that HMC has no equity in either the Leased Property or its Leasehold Interest in the Leased Property. It further averred that the Leased Property and HMC's Leasehold Interest are also unnecessary for an effective reorganization and has no value to the Debtors' estates. Regions Bank argued that its interests in the Leased Property and HMC's Leasehold Interest are not being adequately protected, insomuch as the values have declined since the Petition Date and continue to decline. Judge Bonapfel modified the automatic stay to allow Regions Bank to commence non-judicial foreclosure proceedings with respect to the Leasehold Property and the Leasehold Interest. Judge Bonapfel ordered Regions Bank not to conduct a foreclosure sale of the Leased Property and the Leasehold Interest unless the Court has granted the Stay Relief Motion by separate order prior to the date of such foreclosure sale. Regions Bank is represented by: Erich N. Durlacher, Esq. BURR & FORMAN LLP Suite 1100, 171 Seventeenth Street, N.W. Atlanta, GA 30363 Telephone: (404)685-4313 Facsimile: (404)214-7387 E-mail: edurlacher@burr.com - and - David E. Lemke, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP Suite 2700 511 Union Street Nashville, TN 37219 Telephone: (615)224-6380 Facsimile: (615)224-6380 E-mail: david.lemke@wallerlaw.com About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. HUTCHESON MEDICAL: DIP Facility Commitment Increased by $1-Mil. --------------------------------------------------------------- Ronald L. Glass, Chapter 11 Trustee of Hutcheson Medical Center, Inc. sought and obtained from Judge Paul W. Bonapfel, of the U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, authorization to amend Debtor-in-Possession Loan Documents, which the Court had approved in its Final Order. Mr. Glass asked the Court to increase the amounts available under the DIP Facility by $1 million, for a total commitment of $2.6 million. The $1 million commitment increase is the only change to the DIP Loan documents and all other terms remained the same. ValorBridge Partners, LLC, anticipates closing to occur on or around the end of April 2016. To successfully bridge the Hospital's operations to Closing, Hutcheson requires an additional $1 million from ValorBridge under the DIP Facility, bringing the total availability under the DIP Order to $2.6 million. "The need for additional financing is due solely to certain unforeseen delays in billing—that is, timing in the Hospital's revenue cycle," Mr. Glass contends. Ronald L. Glass, Chapter 11 Trustee, is represented by: J. Robert Williamson, Esq. Ashley Reynolds Rey, Esq. J. Hayden Kepner, Jr., Esq. SCROGGINS & WILLIAMSON, P.C. One Riverside 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Telephone: (404)893-3880 Facsimile: (404)893-3886 E-mail: rwilliamson@swlawfirm.com aray@swlawfirm.com hkepner@swlawfirm.com About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. ICON HEALTH: Moody's Confirms B3 CFR; Outlook Negative ------------------------------------------------------ Moody's Investors Service confirmed ICON Health & Fitness, Inc.'s (ICON) ratings, including the B3 Corporate Family Rating, due to its operating performance and credit metric improvements. The rating outlook is negative. These actions conclude the review for downgrade that was initiated on Feb. 16, 2016. The ratings confirmation reflects the company's improved operating performance and credit metrics over the last couple of years. For instance, leverage as measured by debt/EBITDA is roughly 4.0 times down from over 5 times a year ago and from over 8 times three years ago. "The rating outlook however is negative to reflect the uncertainty and risks associated with the company's ability to refinance its very near approaching debt maturities," said Kevin Cassidy, Senior Credit Officer, at Moody's Investors Service. Although Moody's expects ICON to generate modest EBITDA growth and positive free cash flow during the second half of 2016, given the company's cash position, the rating agency does not expect the company to be able to repay the debt likely coming due within the next few months--roughly $230 million was outstanding as of Feb. 27, 2016. This amount includes borrowings under the company's ABL facility ($55 million as of February that expires on July 10, 2020 and $175 million of 11.875% notes that mature on Oct. 15, 2016. The expiration of the ABL facility, however, accelerates if the 11.875% bond is not fully repaid, redeemed or discharged before July 15, 2016. The ratings will likely be downgraded if the company does not make substantial progress towards refinancing the notes in the next month or two. Ratings confirmed: Corporate Family Rating at B3; Probability of Default Rating at B3-PD; $175 million outstanding secured notes at Caa1 (LGD4); Outlook is negative. RATINGS RATIONALE ICON's B3 CFR reflects, its narrow business focus on home fitness equipment, low margins and weak free cash flow. ICON's scale is modest relative to other rated consumer durable companies and revenue is concentrated in North America, but the company has a leading market position and good brands such as NordicTrack. Sales are dependent on cyclical discretionary consumer spending on big ticket fitness equipment. Products are available in a variety of channels including department stores, warehouse, mass, and sporting goods retailers as well as direct online. However, there is significant concentration within several large distributors that can exert meaningful influence over the availability, marketing, pricing and inventory levels of ICON's products. ICON's efforts to diversify distribution partners such as Amazon and additional online direct to consumer business, and develop new services such as iFit are partially mitigating lower sales at the company's largest customer, Sears. The negative outlook reflects the uncertainty about how the company will address the significant debt maturities. Failure to refinance the upcoming debt maturities in the near term will likely result in a downgrade. Longer term, a downgrade could also occur if ICON's operating performance deteriorates for any reason resulting in debt/EBITDA sustained over 6 times and low single digit EBIT margins. An upgrade is unlikely in the near term given the approaching maturity dates. If the company were to resolve the uncertainty over its debt maturities, ratings could be upgraded if on a sustained basis the company is able to improve EBITDA, increase its EBITDA margin toward 10% and generate positive free cash flow. The principal methodology used in this rating was Consumer Durables Industry published in September 2014. Headquartered in Logan, Utah, ICON manufactures, markets and distributes a broad line of products in the home fitness equipment market including cardiovascular equipment (79% of fiscal 2014 revenue), strength training equipment (18%) and equipment service products (3%). Products/services are offered under brands such as NordicTrack, Proform, Health Rider, Weslo, Altra and iFit as well as licenses with Gold's Gym, Jilian Michaels, Weider and Reebok. ICON generated approximately $825 million of revenue in the 12 months ended February 2016. IDERA PHARMACEUTICALS: Incurs $12.8 Million Net Loss in Q1 ---------------------------------------------------------- Idera Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $12.8 million on $294,000 of alliance revenue for the three months ended March 31, 2016, compared to a net loss of $12.5 million on $34,000 of alliance revenue for the same period in 2015. As of March 31, 2016, Idera had $79.3 million in total assets, $6.64 million in total liabilities, and $72.7 million in total stockholders' equity. As of March 31, 2016, the Company had approximately $74.1 million in cash, cash equivalents and investments, a net decrease of approximately $13.04 million from Dec. 31, 2015. Net cash used in operating activities totaled $12,855,000 during the three months ended March 31, 2016, reflecting our $12.8 million net loss, as adjusted for non-cash income and expenses, including stock-based compensation, depreciation and amortization expense and accretion of investment premiums. Net cash used in operating activities also reflects changes in our prepaid expenses, accounts payable, accrued expenses and other liabilities and the recognition of deferred revenue. A full-text copy of the Form 10-Q is available for free at: https://is.gd/2knQxk About Idera Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera Pharmaceuticals reported a net loss attributable to common stockholders of $39.2 million in 2014, a net loss applicable to common stockholders of $21.09 million in 2013 and a net loss applicable to common stockholders of $22.5 million in 2012. INMOBILIARIA BAFCO: Granted Approval to Use Cash Collateral ----------------------------------------------------------- Inmobiliaria Bafco, Inc., asked the U.S. Bankruptcy Court for the District of Puerto Rico, authorization to use cash collateral. The Debtor related that its main business is the lease of commercial real estate located at Metro Office Park, Calle 2 #14, Guaynabo, Puerto Rico. The Debtor further related that it had entered into several financial obligations with Westernbank Puerto Rico, now Banco Popular de Puerto Rico ("BPPR"). The Debtor added that these financial obligations are secured with liens over the real estate property. The Debtor told the Court that it also executed an assignment of rents as additional collateral in favor of BPPR. It further told the Court that it is currently leasing the real estate property to various entities. The Debtor averred that majority of its tenants make direct deposits of their rents to its account at BPPR. The Debtor requested the Court to authorize it to use the cash collateral in order to be able to continue operations, maintain the real estate property and leases, to preserve the opportunity to reorganize, pay the employees, taxes, bankruptcy professionals and other related expenses. The Debtor asked the Court to allow the interim use of the cash collateral in order to pay the immediate expenses until April 30, 2016, and to schedule a hearing on a request for a permanent order authorizing use of cash collateral in the ordinary course of the Debtor's business until confirmation of the plan of reorganization pursuant to the monthly budget. Judge Mildred Caban Flores granted the Debtor's Motion, provided that no opposition would be filed by May 2, 2016. Judge Flores held that if an objection is timely filed, a hearing on the matter would be scheduled on May 10, 2016. Inmobiliaria Bafco, Inc., is represented by: Carmen D. Conde Torres, Esq. Luisa S. Valle Castro, Esq. C. CONDE & ASSOC. 254 San José Street, 5th Floor Old San Juan, PR 00901 Telephone: (787)729-2900 Facsimile: (787)729-2203 E-mail: ls.valle@condelaw.com About Inmobiliaria Bafco Inmobiliaria Bafco, Inc., a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-02642) on April 4, 2016. Fernando Batlle, president, signed the petition. The Debtor listed total assets of $13.4 million and total debt of $12.05 million. Judge Mildred Caban Flores is assigned to the case. LATTICE INC: Settles Arbitration Case with GTL ---------------------------------------------- As previously disclosed by Lattice Incorporated, on June 26, 2015, Global Tel*Link Corporation filed an arbitration claim against the Company with JAMS pursuant to a Master Services Agreement between the Company and a predecessor to GTL, dated Dec. 31, 2008. GTL alleged that the Company breached the MSA and that the Company owes GTL approximately $2.9 million, including interest. On April 29, 2016, the Company and GTL entered into a settlement agreement pursuant to which: * Lattice agreed to pay GTL $250,000 within five business days of the date of the settlement agreement; * Lattice issued a confession of judgment promissory note in the aggregate principal amount of $2,495,625; and * Lattice entered into a Teaming Agreement with GTL. The Note bears interest at the rate of 8% per year and provides a schedule of payments consisting of principal and interest through April 30, 2019 . The obligations under the Note are secured by all of the Company's assets pursuant to the terms of a Security Agreement. The Security Agreement provides for customary events of default. About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice reported a net loss available to common shareholders of $5.55 million on $7.58 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.82 million on $8.94 million of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Lattice had $3.57 million in total assets, $10.94 million in total liabilities and a total shareholders' deficit of $7.36 million. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficit and requires additional working capital to meet its current liabilities. These factors raise substantial doubt about the Company's ability to continue as a going concern. LUCA INTERNATIONAL: Can Employ David Hardy as Accountant -------------------------------------------------------- U.S. Bankruptcy Judge David R. Jones has authorized Luca International Group LLC and their affiliates to employ David D. Hardy, CPA, and David D. Hardy CPA, P.C., as an accountant. The Debtors seek to tap Hardy to assist the Debtors in connection with completing fiscal year 2015 Federal and State (Texas and California) income tax returns. Hardy will provide services at a flat rate of $17,000, which also includes expenses. The Debtors desire to retain Hardy because of their experience in accounting and oil and gas exploration and development. Mr. Hardy is an experienced certified public accountant. Hardy offers its clients services in tax return preparation, tax planning and consulting, bookkeeping services, and business consulting services. David D. Hardy, Managing Partner of David D. Hardy CPA, P.C., assures the Court that the Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, and does not represent any interest adverse to the Debtors. About Luca International Luca International Group LLC and Luca Operation, LLC, and their affiliates are engaged in the exploration and production of natural gas, petroleum and related hydrocarbons. The primary assets are located in Iberville and Ascension Parishes in Louisiana. These assets include 3 operating oil and gas wells -- Belle Grove 1, Dugas & Leblanc 1 and Jumonville 2. In addition, the assets include a water disposal well, Acosta 1, and a shut-in-oil and gas well, Jumonville 1. The Luca entities also own oil and gas leases in Texas and working interests in various locations. The Luca entities are owned by Bingqing Yang. Luca International Group and 11 related entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-34221) in Houston, Texas, on Aug. 6, 2015. The cases are assigned to Judge David R. Jones. The Debtors tapped Hoover Slovacek, LLP, as counsel, and BMC Group, Inc., as claims agent. The Court authorized the Debtors to borrow $2,000,000 in postpetition financing from Schumann/Steier Holdings, LLC. Luca International estimated $50 million to $100 million in assets and debt. The petitions were signed by Loretta R. Cross, the CRO. The U.S. Trustee appointed five members to the Committee of Equity Security Holders. LUPATECH SA: Chapter 15 Cases are Jointly Administered ------------------------------------------------------ U.S. Bankruptcy Judge Martin Glenn has ordered that the chapter 15 cases of Lupatech S.A., et al., are consolidated for procedural purposes only and will be jointly administered by this Court. The Clerk of this Court will maintain one file and one docket for these jointly administered cases, which file and docket for all of these chapter 15 cases shall be the file and docket for Lupatech S.A., Case No. (16-11078). About Lupatech Headquartered in Sao Paulo, State of Sao Paulo, Brazil, Lupatech S.A., et al., are part of a group of businesses (Lupatech Group) that supplies products, services and integrated solutions for the oil and gas industry. The Lupatech Group's operations began in 1980 in Brazil and currently consist of 17 separate business units located in Brazil and Colombia. In 2006, the shares of Lupatech S.A. began trading publicly on the Novo Mercado segment of the Bolsa de Valores, Mercadorias & Futuros de Sao Paulo, or the SÃ£o Paulo Stock, Mercantile, and Futures Exchange, under the symbol "LUPA3." Lupatech S.A., Lupatech Finance Limited, Lupatech - Equipamentos e Servicos para Petroleo Ltda. and Mipel Industria e Comercio de Valvulas Ltda. each filed a Chapter 15 case (Bankr. S.D.N.Y. Case Nos. 16-11078 to 16-11081, respectively) on April 27, 2016. The petitions were signed by Ricardo Doebeli as foreign representative. As disclosed in the bankruptcy filing, Lupatech Group's total debt subject to the judicial reorganization is approximately R$650 million. At the end of the third quarter of 2015, Lupatech Group reported current assets of R$263.9 million and current liabilities of R$760.6 million. The Lupatech Group's consolidated net revenue for the third quarter of 2015 was R$66.7 million. Shearman & Sterling LLP represents the petitioner as counsel. Judge Martin Glenn has been assigned the cases. MADDOX FOUNDRY: 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 Maddox Foundry and Machine Works, LLC. Maddox Foundry and Machine Works, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Florida (Tallahassee) (Case No. 16-40168) on April 7, 2016. The petition was signed by Mary M. Hope, president. The Debtor is represented by Allen Turnage, Esq., at the Law Office of Allen Turnage, P.A. The case is assigned to Judge Karen K. Specie. The Debtor disclosed total assets of $2.78 million and total debts of $3.25 million. METROPOLITAN AUTOMOTIVE: BOTW Wants Lien Priority Determined ------------------------------------------------------------ Bank of the West ("BOTW") asks the U.S. Bankruptcy Court for the Central District of California, Riverside Division, to determine the lien priority of CWD, LLC's asserted lien against debtors Metropolitan Automotive Warehouse, Inc. and Star Auto Parts, Inc. BOTW holds a first-priority, perfected security interest in substantially all of the Debtors' personal property, including the proceeds of the sale of substantially all of the Debtors' assets ("BOTW Senior Lien"). BOTW asserts that the BOTW Senior Lien has been stipulated to by the Debtors, CWD and the Official Committee of Unsecured Creditors. It adds that such stipulations were approved by the Court. BOTW relates that CWD purports to hold a lien in certain of the Debtors' inventory ("CWD Asserted Lien") having the priority of a purchase money security interest ("PMSI-priority"). CWB asserts that it holds a prepetition secured claim, in excess of $1.4 million, against Debtor Metropolitan Automotive Warehouse, Inc. ("CWD Pleading"). BOTW disputes the validity and priority of the CWD Asserted Lien and PMSI-priority, and asserted that CWD failed to provide the Debtors any evidence of its secured status. BOTW contends that the CWD Pleading asserts that CWD has a lien in "all of the Debtor's property of any nature," and that although the CWD Pleading attaches a UCC-1 Financing Statement, it does not attach any security agreement or other document purporting to evidence a security interest in Debtor Metropolitan Automotive Warehouse's property. BOTW further contends that the CWD Asserted Lien arose more than 11 years after the BOTW Senior Lien. BOTW avers that certain proceeds of the sale of substantially all of the Debtors' assets are being held in escrow pending a determination of the proper recipient. It further avers that such determination depends on whether BOTW or CWD is the first-priority lienholder regarding certain of Debtors' inventory. BOTW tells the Court that judicial determination of the relative priorities of the BOTW Secured Lien and the CWD Asserted Lien is necessary for the resolution of the proceeds in escrow. Bank of the West is represented by: Craig A. Barbarosh, Esq. William B. Freeman, Esq. Cristina E. Bautista, Esq. KATTEN MUCHIN ROSENMAN LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012 Telephone: (310)788-4400 Facsimile: (310)788-4471 E-mail: craig.barbarosh@kattenlaw.com bill.freeman@kattenlaw.com cristina.bautista@kattenlaw.com About Metropolitan Automotive Metropolitan Automotive Warehouse, Inc., is a family-owned Southern California-based business, distributing automotive aftermarket parts for the last 60 years, with operations in Southern California and Central California. Metropolitan distributes aftermarket automotive parts to retail stores and also sells to and fulfills orders for various e-commerce customers. Star Auto Parts, Inc., a wholly-owned subsidiary of Metropolitan, is a Southern California based retailer of aftermarket parts. Star sells aftermarket automotive parts directly to repair facilities also known as the "Do-it-for-Me" channel, end users, also known as the "Do-it-Yourself" channel, and businesses, which own and operate vehicle fleets. Metropolitan and Star Auto employ approximately 1,000 persons. Metropolitan Automotive Warehouse, Inc. and Star Auto Parts sought Chapter 11 protection (Bankr. C.D. Cal.) on Jan. 6, 2016. The cases are jointly administered under Case No. 16-10096. Judge Wayne E. Johnson is assigned to the cases. The petitions were signed by Ron Turner, the president. The Debtor has estimated assets in the range $10 million to $50 million and estimated liabilities of $50 million to $100 million. Richard Pachulski serves as the Debtors' CRO. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. SierraConstellation Partners is the Debtors' financial advisor. Imperial Capital, LLC, is the investment banker. A 7-member panel has been appointed as the official committee of unsecured creditors in the Debtor's case. The Creditors Committee retained Sidley Austin LLP as its counsel; and Alvarez & Marsal North America, LLC, as financial advisor. MGM RESORTS: Fitch Hikes Issuer Default Rating to 'BB' ------------------------------------------------------ Fitch Ratings has upgraded MGM Resort International's (MGM) Issuer Default Rating (IDR) to 'BB' from 'B+'; the Rating Outlook is Stable. Fitch upgraded MGM's senior secured credit facility to 'BBB-/RR1' from 'BB+/RR1' and affirmed its senior unsecured notes at 'BB/RR3'. Fitch also affirmed the IDRs for MGM China Holdings, Ltd's and its co-borrower MGM Grand Paradise, S.A. (collectively MGM China) at 'BB' and their senior secured credit facility at 'BBB-/RR1'. MGM China's Rating Outlook is Stable. KEY RATING DRIVERS Fitch's upgrade of MGM's IDR to 'BB' reflects MGM's deleveraging toward the company's target of below 5x, which will occur by around 2017 per Fitch's revised forecast. This is an acceleration relative to Fitch's prior forecast, with the expected trajectory largely attributable to MGM's faster-than-expected implementation of its $300 million Profit Growth Plan, stronger than expected Las Vegas Strip trends, and the $540 million in proceeds from the sale of the Crystals mall. MGM said that it will use the Crystals sale proceeds along with $1.1 billion in MGM Growth Properties (MGP) IPO proceeds to reduce debt. Fitch projects MGM's gross and net leverage to decline to 5.1x and 5.0x, respectively, by year-end 2017. Fitch calculated MGM's consolidated gross and net leverage as of March 31, 2016 at 6.3x and 5.7x. Fitch believes that gross leverage of 5x is consistent with the higher end of the 'BB' IDR category for MGM given its high-quality and relatively diversified asset mix and Fitch's positive long-term outlook for the Las Vegas Strip. Fitch will monitor MGM's track record of adhering to its publicly articulated financial policies and the continuation of stable or improving operating fundamentals on the Las Vegas Strip before considering further positive rating action. The upgrade takes into account the recent financings related to the formation of MGP, a newly formed REIT. Fitch views the creation of MGP largely as a credit-neutral event for MGM creditors. The net reduction in consolidated debt resulting from the MGP IPO offsets Fitch's concerns over MGM not directly owning the 10 assets contributed to MGP, MGM's more complex corporate structure, and the portion of MGP's dividends that will be paid to MGP's public shareholders (Fitch estimates about $100 million per year). The event is largely leverage neutral for MGM, both on a consolidated basis after accounting for dividends paid to minority holders and on an MGM credit group standalone basis when adjusting for the new lease obligation. (Fitch subtracts dividends to minority holders from EBITDA when calculating leverage for MGM.) Positively, MGM's transactions improved the company's liquidity by refinancing 2016 maturities and the bulk of the 2017 maturities and by extending its revolver to 2021 from 2017. DEVELOPMENT PIPELINE Fitch views MGM's development pipeline favorably, especially MGM National Harbor scheduled to open December 2016. Fitch estimates $240 million in EBITDA for MGM National Harbor, a solid 18% return on a $1.3 billion investment. The project will benefit from being the closest casino to Washington DC and its affluent Virginia suburbs. MGM is also developing an $865 million MGM Springfield, due to open late 2018. The return on investment (ROI) prospects for Springfield are less certain given the Connecticut tribes' effort to build a casino that would cut off the Hartford traffic going north to Springfield, MA. (Fitch's forecast assumes that a third of the revenues will originate from the Hartford area.) Even without the new Connecticut casino, MGM Springfield's ROI will be negatively affected by host and surrounding community fees and the less affluent demographics compared to the areas closer to Boston. Without the Connecticut casino, Fitch estimates about $110 million of EBITDA for MGM Springfield, a 13% ROI. MGP has the right of first offer for MGM National Harbor and MGM Springfield. The $3 billion MGM Cotai development, part of the 51% owned MGM China, is scheduled to open in first quarter 2017 (1Q17). Fitch estimates the project will generate $100 million - $150 million of incremental EBITDA for MGM China after taking into account cannibalization of the existing operations from MGM Cotai and the competing projects coming online in 2016 and 2017. MARKET OUTLOOKS “Fitch has a favorable long-term view for the Las Vegas Strip (60% of consolidated revenues) and Macau (23% of revenues) and a lackluster view for U.S. regional markets, which we believe are secularly challenged. Despite our somewhat negative view on the regional markets, MGM's regional assets tend to be in less competitive markets (e.g. Detroit and National Harbor) and/or are market leaders (e.g. Beau Rivage). MGM's assets also feature a heavy mix of non-gaming amenities, which we think positions the assets well against the prevailing consumer preferences.” “In Las Vegas we expect the growing convention business, increasing air capacity and lack of new supply to drive RevPAR higher in the near term. MGM's 50% owned T-Mobile arena (opened in April 2016) and new convention capacity at Mandalay Bay and Aria will at least in part counterbalance the center of gravity moving more north after the next wave of projects open sometime around 2019. At the north-end of the Strip, Crown, Genting and Wynn are contemplating expansions geared towards the higher end. We expect these expansions to be mild negatives for MGM, whose resorts are clustered to the south. But we expect that the market, which will not see meaningful new capacity for a decade by then, to absorb the new projects without major disruptions to the existing operators.” “Fitch forecasts negative 5% market-wide gaming revenue growth in Macau for 2016, which assumes modest sequential growth in the mass market and leaves room for continued, but milder weakness in the VIP segment. We expect a more significant decline in MGM's revenues in 2016 after taking into account cannibalization from the Parisian and Wynn Palace, both scheduled to open in 2H16. Past 2016, Fitch expects mid-single-digit growth in Macau led by China's rising middle class, the new capacity in Macau and infrastructure projects in and around Macau.” ISSUE-SPECIFIC RATINGS MGM's $1.5 billion credit facility's issue-specific rating of 'BBB-/RR1' reflects Fitch's view that the facility is well overcollateralized by the pledged assets, Bellagio and MGM Grand Las Vegas. Additional secured debt is limited by the credit agreement's limit on incremental facilities (limited to 2.5x of net first-lien debt) and by the unsecured notes' 15% consolidated net tangible asset (CNTA) test. “Pro forma for the MGP transactions, recovery prospects for MGM's unsecured notes remain strong. We did not upgrade the notes because Fitch tends to compress the notching around the IDR as issuers credit improves.” KEY ASSUMPTIONS Fitch's key assumptions within the rating case for MGM include: -- Same-store domestic revenues grow about 2%-3% per year on average (0% across regional properties and up to 4% at properties with high exposure to convention business); -- EBITDA margins improving to 28% from 26%. The improvement is the result of the revenue growth flow-through and gives some credit to MGM's $300 million Profit Growth Plan; -- MGM China generating about $600 million of EBITDA in 2017, which factors in about $200 million EBITDA at MGM Cotai and approximately 20% EBITDA decline at MGM Macau; -- Approximately $240 million EBITDA at MGM National Harbor in 2017 and $110 million EBITDA at MGM Springfield in 2019; -- MGM does not pay a parent-level dividend through Fitch's forecast horizon (through 2019) and uses free cash flow (FCF) to fund project capex and maturities. RATING SENSITIVITIES MGM's IDR may be upgraded to 'BB+' if Fitch gains more confidence that MGM will reach and adhere to its leverage target of less than 5x. Stabilization of operating performance in Macau, continuation of the stable or positive trends in Las Vegas, and MGM's capital allocation policies with respect to returning value to shareholders will be factors considered by Fitch when contemplating further positive rating actions. Fitch may revise MGM's Outlook to Negative or downgrade MGM's IDR to 'BB-' if leverage sustains at above 6x for an extended period of time past 2017, due to potentially weaker than expected operating performance, debt funding a new large-scale project or acquisition, or taking a more aggressive posture with respect to financial policy. Fitch links MGM China's IDR to MGM's given MGM's strengthened credit profile and MGM China's strategic importance to MGM. Therefore, Fitch may upgrade MGM China's IDR to 'BB+' if and when Fitch upgrades MGM's IDR to 'BB+'. LIQUIDITY MGM's liquidity is now strong, a stark contrast to the years following the recession when liquidity was a primary credit consideration for MGM. Following the recent transactions, MGM's pro forma domestic liquidity covers needs through 2018 by 1.9x. 2Q16-4Q18 Sources: -- Cash excess of cage cash: $870million -- Revolver availability: $1.25 billion -- Crystals sale proceeds: $540 million -- Cumulative discretionary FCF (includes MGP): $2.1 billion -- Dividends from MGM China and unconsolidated affiliates: $640 million -- Total sources: $5.4 billion 2Q16-4Q18 Uses: -- Maturities: $1.2 billion -- MGM National Harbor project capex: $600 million -- MGM Springfield project capex: $800 million -- Distributions to MGP's minority holder: $275 million -- Total uses: $2.9 billion MGM China's liquidity is also strong with MGM Cotai being fully funded with an undrawn $1.45 billion revolver. FULL LIST OF RATING ACTIONS MGM Resorts International -- IDR upgraded to 'BB' from 'B+'; Outlook Stable; -- Senior secured credit facility upgraded to 'BBB-/RR1' from 'BB+/RR1; -- Senior unsecured notes affirmed at 'BB/RR3' (Recovery Rating revised from 'RR2'). MGM China Holdings, Ltd (and MGM Grand Paradise, S.A. as co-borrower) -- IDR affirmed at 'BB'; Stable Outlook; -- Senior secured credit facility affirmed at 'BBB-/RR1'. MIDSTATES PETROLEUM: Hires KCC as Claims & Solicitation Agent ------------------------------------------------------------- Midstates Petroleum Company, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kurtzman Carson Consultants, LLC as Claims, Noticing and Solicitation Agent. The Debtors require KCC to: (a) assist the Debtors with the preparation and distribution of all required notices in the Chapter 11 case, including: (i) notice of any claims bar date, (ii) notice of any proposed sale of the Debtor's assets (iii) notices of objections to claims and objections to transfer of claims, (iv) notices of any hearings on a disclosure statement and confirmation of any plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (v) notice of the effective date of any plan, and (vi) all other notices, orders, pleadings, publications and other documents as the Debtors, Court, or Clerk may deem necessary or appropriate for an orderly administration of this Chapter 11 Cases, including through email or other electronic means; (b) assist the Debtors with plan-solicitation services including: (i) balloting (ii) distribution of applicable solicitation materials, (iii) tabulation and calculation of votes, (iv) determining with respect to each ballot cast, its timeliness and its compliance with the Bankruptcy Code, Bankruptcy Rules, and procedures ordered by this Court; and (v) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) maintain a post office box or address for the purpose of receiving correspondence, ballots, and returned mail, and process all mail received; (e) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service no more frequently than every seven (7) days that includes (i) either a copy of each notice served for the proceeding seven (7) days or the docket number(s) and title(s) of the pleading(s) served during such period, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (f) process all proofs of claim received by the Clerk, check said processing for accuracy and maintain any original proofs of claim received in a secure area, except that the Clerk of Court shall continue to maintain its own claim register, and creditors shall file proofs of claim with the Clerk of Court; (g) maintain an unofficial claims register ("Unofficial Claims Register") fully accessible via KCC's website, which register shall include all claims filed either with the Clerk, and specify therein the following information for each claim docketed: (i) any claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the address for payment, if different from the notices address; (v) the amount asserted, (vi) the asserted classification(s) of the claim (e.g. secured, unsecured, priority, etc.), and (vii) any disposition of the claim; (h) implement necessary security measures to ensure the completeness and integrity of the Unofficial Claims Register and the safekeeping of any original claims; (i) record all transfers of claims and provide any notices of such transfer as required by Bankruptcy Rule 3001(e); (j) relocate, by messenger or overnight delivery, all of the Clerk-filed proofs of claim to the offices of KCC, and all the KCC-filed claims to the Clerk not less than weekly; (k) monitor the Court's docket for all notices of appearances, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service of mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (l) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (m) assist in the dissemination of information to the public and respond to request for administrative information regarding this Chapter 11 Case as directed by the Debtors or the Court, including through the use of a case website and/or call center; (n) monitor the Court's docket in this Chapter 11 Case and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (o) comply with applicable federal, state, municipal, and local statutes, ordnances, rules, regulation, orders, and other requirements; (p) this Chapter 11 Case is converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of notice to KCC of entry of the order converting the cases; (q) 30 days prior to the close of this Chapter 11 Case, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing KCC as claims, noticing, and balloting agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing if this Chapter 11 Cases; (r) within seven days of notice to KCC of entry of an order closing this Chapter 11 Cases, provide to the Court final version of the Claims Register as of the date immediately before the close of the Chapter 11 Cases; (s) at the close of the Chapter 11 Case, (i) box and transport all original documents, in proper format, as provided by the Clerk's office, to (A) the Philadelphia Federal Records Center, 14700 Townsend Road, Philadelphia, PA 19154 or (B) any other location requested by the Clerk's office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims; (t) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (u) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (v) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (w) provide a confidential data room, if required; (x) manage and coordinate any distribution pursuant to a chapter 11 plan; and (y) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement that may be requested from time to time by the Debtors, the Court or the Clerk's Office. The Debtors request that the undisputed fees and expenses incurred by KCC in the performance of the above services be treated as administrative expenses of the Debtors' chapter 11 estates pursuant to 26 U.S.C. 156(c) and Section 503(b)(1)(A) of the Bankruptcy Code, and be paid in the ordinary course of business without further application or order of the Court. If any disputes arises relating to the Engagement Agreement or monthly invoices, the parties shall meet and confer in an attempt to resolve the dispute; if the resolution is not achieved, the parties may seek resolution of the matter from the Court. Prior to the Petition Date, the Debtors provided KCC a retainer in the amount of $25,000. KCC seeks to apply the retainer to all prepetition invoices, and thereafter, to seek to have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer under the Engagement Agreement during these chapter 11 cases as security for the payment of fees and expenses incurred under the Engagement Agreement. The Debtors and KCC also agreed to certain indemnification provisions. KCC will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan Gershbein, Senior Vice President of Corporate Restructuring Services of Kurtzman Carson Consultants, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KCC may be reached at: Evan Gershbein Kurtzman Carson Consultants, LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: 310.751.1803 E-mail: egershbein@kccllc.com About Midstates Petroleum Company Midstates Petroleum Company, Inc. — http://www.midstatespetroleum.com/-- is an independent exploration  and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana.   Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. Judge David R Jones presides over the case. Edward O. Sassower, P.C., Joshua A. Sussberg, P.C., and Jason Gott, Esq., at Kirkland & Ellis LLP, serve as counsel to the Debtors. Matthew D Cavenaugh, Esq., Patricia B. Tomasco, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker LLP, serve as local counsel. Their financial advisor is Huron Consulting Services LLC. Their investment banker is Evercore Group L.L.C. Kurtzman Carson Consultants LLC serves as claims and noticing agent. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer. MIDWAY GOLD: Sure Steel Replies to Motion to Sell Remaining Assets ------------------------------------------------------------------ Sure Steel, Inc., has filed a response to Midway Gold Corp.'s motion to sell their remaining assets and to approve procedures governing the bidding and auction of the assets. On Dec. 19, 2013, Jacobs Field Services North America, Inc., executed a written acceptance of Sure Steel's bid for furnishing steel buildings, including an ADR Plant and ambulance storage, to the future Midway Gold Pan project located 22 miles southeast of Eureka and 57 miles west of Ely, Nevada at the future Midway Gold Corp. Pan mining facility. MDW Pan, LLP, entered into a senior credit agreement (SCA) with Commonwealth Bank of Australia in the principal amount of $55,000,000. The repayment of the SCA was secured by the Project. The present balance on the SCA is approximately $47,500,000. MDW Pan, LLP, also entered into a junior credit agreement (JCA) with Hale Capital Partners, L.P. The Debtors allege that repayment of the JCA was also secured by the Project. The balance on the JCA on the petition date was approximately $7,850,000. On April 22, 2015, Sure Steel submitted an invoice to Jacobs for $210,933.01, which remains unpaid. On July 14, 2015, Sure Steel recorded a notice of mechanic's lien claim against the Project to recover the Principal Contract Balance, plus interest, attorneys fees and costs. On Sept. 18, 2015, Sure Steel filed two proofs of claim, one against each of the Debtors. Sure Steel's Lien Claim is a validly recorded and enforced mechanics' lien claim against the Project. Sure Steel is represented by: BIEGING SHAPIRO & BARBER LLP Duncan E. Barber, Esq. Stacey S. Dawes, Esq. 4582 South Ulster St. Parkway, Suite 1650 Denver, CO 80237 Tel: (720) 488-0220 Fax: (720) 488-7711 E-mail: dbarber@bsblawyers.com ssd@bsblawyers.com About Midway Gold Midway Gold Corp., incorporated on May 14, 1996 under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2.46 million and total liabilities of $122 million as of the Chapter 11 filing. In July, the U.S. Trustee overseeing the Debtors' cases appointed seven creditors to serve on the official committee of unsecured creditors. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MOBILESMITH INC: Incurs $2.11 Million Net Loss in First Quarter --------------------------------------------------------------- MobileSmith, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.11 million on $471,130 of total revenue for the three months ended March 31, 2016, compared to a net loss of $1.85 million on $426,188 of total revenue for the same period in 2015. As of March 31, 2016, MobileSmith Inc. had $1.41 million in total assets, $42.47 million in total liabilities and a total stockholders' deficit of $41.05 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/VqdiA4 About MobileSmith, Inc. Raleigh, North Carolina-based MobileSmith, Inc. was incorporated as Smart Online, Inc. in 1993 and changed its name to MobileSmith, Inc. effective July 1, 2013. The company develops and markets software products and services tailored to users of mobile devices. Its flagship product, MobileSmith(R) Platform is an app development platform that enables organizations to rapidly create, deploy and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms. MobileSmith reported a net loss of $7.71 million on $1.82 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $7.33 million on $879,086 of total revenue for the year ended Dec. 31, 2014. Cherry Bekaert LLP, in Raleigh, North 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 from operations and has a working capital deficiency as of Dec. 31, 2015. These conditions, the auditors noted, raise substantial doubt about the Company's ability to continue as a going concern. MORGANS HOTEL: Reports First Quarter 2016 Results ------------------------------------------------- Morgans Hotel Group Co. reported a net loss of $8.92 million on $51.02 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $12.8 million on $53.3 million of total revenues for the same period in 2015. As of March 31, 2016, the Company had $518 million in total assets, $737 million in total liabilities and a total deficit of $219 million. At March 31, 2016, the Company had approximately $11.9 million in cash and cash equivalents and $15.3 million in restricted cash. As of March 31, 2016, the Company had approximately $443 million of remaining Federal tax net operating loss carry-forwards to offset future income. Announced Sale of the Company Separately, on May 9, 2016, the Company entered into a definitive agreement under which the Company will be acquired by SBEEG Holdings LLC, a leading global lifestyle hospitality company. Under the terms of the agreement, SBE will acquire all of the outstanding shares of the Company's common stock for $2.25 per share in cash. As part of the transaction, affiliates of The Yucaipa Companies will exchange $75.0 million of Series A preferred securities, accrued preferred dividends, and warrants for $75.0 million in preferred shares and an interest in the common equity in the acquirer and, following the closing, the leasehold interests in three restaurants in Las Vegas currently held by Morgans. The transaction, which was approved by the Company's Board of Directors, is expected to close in the third or fourth quarter, and is subject to regulatory approvals, the assumption or refinancing of the Company's mortgage loan agreements, and customary closing conditions, including approval of the transaction by the Company's shareholders. Morgans shareholders representing approximately 29% of the Company's outstanding shares of common stock have signed voting agreements in support of this transaction, including OTK Associates, Pine River Capital Management and Vector Group Ltd. Affiliates of Yucaipa have also signed a voting agreement in respect of their Series A preferred securities and warrants. A full-text copy of the press release is available for free at: https://is.gd/FAfeFf About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. MOUNTAIN PROVINCE: Updates Gahcho Kue Diamond Mine Development -------------------------------------------------------------- Mountain Province Diamonds Inc. announced that development of the Gahcho Kue diamond mine is progressing according to plan and revised budget with the overall project approximately 94 percent complete and on track for first production during H2 2016. Patrick Evans, Mountain Province president and CEO, commented: "We continue to make excellent progress at Gahcho Kue. Mechanical completion has been achieved at the process plant and truck shop and we are on schedule to achieve mechanical completion of the primary crusher during the current quarter. Key areas of focus are commissioning of the diamond process plant, remaining earthworks, pre-stripping and stockpiling of kimberlite as well as preparations for operational readiness." Mr. Evans added: "The project also continues to meet our lending group's tests-to-completion with US$47M advanced to fund cash calls during Q2 2016. A total of US$266M has been drawn against the US$370M facility." Mountain Province Diamonds is a 49% participant with De Beers Canada in the Gahcho Kue diamond mine located in Canada's Northwest Territories. Gahcho Kue is the world's largest new diamond mine and projected to be amongst the highest margin diamond mines due to the high grade and open-pit nature of the operation. The Gahcho Kue Project consists of a cluster of four diamondiferous kimberlites, three of which have a probable mineral reserve of 35.4 million tonnes grading 1.57 carats per tonne for total diamond content of 55.5 million carats. A 2014 NI 43-101 feasibility study report filed by Mountain Province (available on SEDAR) indicates that the Gahcho Kué project has an IRR of 32.6%. The Gahcho Kue diamond mine is expected to produce an average of 4.5 million carats a year over a 12 year mine life. About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$43.16 million for the year ended Dec. 31, 2015, compared to a net loss of C$4.39 million for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Mountain Province had C$583 million in total assets, C$274 million in total liabilities and C$309 million in total shareholders' equity. KPMG LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's ability to continue operations is dependent upon its ability to obtain sufficient financing to fund its operations and development costs. NAVIOS MARITIME: Moody's Cuts Outlook to Negative on Default Risk ----------------------------------------------------------------- Moody's Investors Service has changed to negative from stable the outlook on the B2 corporate family rating, B2-PD probability of default rating and B2 rating of the $670 million guaranteed senior secured first-lien global notes of NYSE-listed tanker company Navios Maritime Acquisition Corporation. Concurrently, Moody's has affirmed all the ratings assigned to the company. "We have changed the outlook to negative to reflect the rising risk of contagion facing Navios Acquisition from challenges affecting Navios Holdings, its parent company. The parent company is becoming increasingly financially dependent on its subsidiaries, because weak conditions in the dry bulk market have put pressure on its liquidity and increased the risk of default," says Marie Fischer-Sabatie, a Moody's Senior Vice President and lead analyst for the issuer. "At the same time, the affirmation of the rating recognises Navios Acquisition's continued good performance, which has materially improved the company's financial profile and firmly positions its credit metrics at B2," adds Ms. Fischer-Sabatie. RATINGS RATIONALE -- CHANGE OF OUTLOOK ON NAVIOS ACQUISITION'S B2 RATING TO NEGATIVE The change of outlook to negative reflects the increased contagion risk facing Navios Acquisition as a result of the challenges faced by its parent company, Navios Maritime Holdings, Inc. (Navios Holdings, Caa3 negative). Navios Holdings' weak liquidity profile, with very challenging dry bulk market conditions driving continued negative free cash flow generation, and the increased risk of a distressed exchange or default led Moody's to downgrade the company on April 26. As a result, Navios Holdings is becoming increasingly dependent on the financial flexibility of its subsidiaries. Navios Acquisition extended a $50 million loan to Navios Holdings in March, which was cancelled in early April. While Navios Holdings has so far not approached Navios Acquisition for any further support, continued deterioration of its liquidity profile in coming quarters could force it to ask for support. -- AFFIRMATION OF NAVIOS ACQUISITION'S B2 RATING At the same time, the affirmation of Navios Acquisition's B2 rating recognises the company's material deleveraging, with leverage (i.e., debt/EBITDA) reaching 5.6x at end-2015 down from 7.8x at end-2014, positioning the company comfortably in its rating category. In 2015, Navios Acquisition benefitted from a 14% increase in time-charter equivalent rates, as well as from a 4% increase in available days, which resulted in an EBITDA growth of close to 40%. Navios Acquisition has already contracted more than 90% of its available days in 2016 and the rating agency therefore expects that it will generate similar cash flow levels as in 2015. LIQUIDITY Navios Acquisition's liquidity profile is adequate. The company ended 2015 with a cash balance of $62 million and Moody's projects that it will generate cash flow from operations of around $130 million -$140 million during 2016. Navios Acquisition has no material committed capex. Its 2016 liquidity needs will essentially comprise dividend payments, which Moody's expects to total around $32 million, and debt repayments of $64 million. Navios Acquisition has no revolving credit facility at its disposal. Its bank facilities include several financial covenants, under which the rating agency expects the company will maintain adequate leeway. WHAT COULD CHANGE THE RATING UP/DOWN Positive pressure on Navios Acquisition's ratings could arise if the company's debt/EBITDA ratio were to fall below 5.0x and its (fund from operations (FFO) + interest)/interest expense ratio were to rise above 3.5x on a sustainable basis. An upgrade of the rating would also require an improvement of the financial and liquidity profile of Navios Holdings, removing the current contagion risks. Negative pressure on the ratings could arise if Navios Acquisition's debt/EBITDA ratio were to rise above 6.0x and/or its (FFO + Interest)/interest expense ratio were to fall below 2.5x for a prolonged period of time. Moreover, any weakening of Navios Acquisition's liquidity, in particular if it provides material support to Navios Holdings (e.g. dividend payments materially above our expectations), could trigger a downgrade of its ratings. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Global Shipping Industry published in February 2014. Navios Acquisition, a company listed on NYSE, was created in 2008. Navios Acquisition's main shareholder is Navios Maritime Holdings, Inc., which currently has a 46.6% economic interest in Navios Acquisition. As of Dec. 31, 2015, Navios Acquisition had a fleet of 39 crude oil and product tanker vessels in the water. During 2015, Navios Acquisition generated revenues of $313 million and EBITDA of $217 million (as reported by the company). NEW GOLD LLC: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: New Gold, LLC dba Coin Connection 12301 Ventura Blvd. Studio City, CA 91604 Case No.: 16-11426 Chapter 11 Petition Date: May 10, 2016 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Teresa A. Blasberg, Esq. BLASBERG & ASSOCIATES 3510 White House Place Los Angeles, CA 90004 Tel: 213-239-0364 Fax: 213-383-1944 E-mail: tablasberg@earthlink.net Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Paul Wojdak, sole member. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-11426.pdf NOVABAY PHARAMCEUTICALS: Stockholders Elect 3 Directors ------------------------------------------------------- NovaBay Pharmaceuticals, Inc., held its 2016 Annual Meeting on May 3, 2016, at which the Company's stockholders: (a) elected Paul E. Freiman, Gail Maderis and Xiaoyan (Henry) Liu as Class III directors to hold office until the 2019 Annual Meeting; (b) approved the issuance of shares of NovaBay common stock and warrants to purchase common stock to purchasers pursuant to the terms of the Securities Purchase Agreement, dated April 4, 2016, in accordance with the stockholder approval requirements of NYSE MKT Company Guide Sections 713 and 711; (c) did not approve, on an advisory basis, the compensation of NovaBay's named executive officers; and (d) ratified the appointment by NovaBay's Audit Committee of OUM & Co. LLP as NovaBay's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016. About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. NovaBay reported a net loss of $18.97 million in 2015, a net loss of $15.19 million in 2014 and a net loss of $16.04 million in 2013. As of Dec. 31, 2015, Novabay had $5.07 million in total assets, $10.17 million in total liabilities and a total stockholders' deficit of $5.09 million. OUM & Co. LLP in San Francisco, California, audited the consolidated balance sheets of NovaBay Pharmaceuticals, Inc. as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2015. The firm noted that the Company has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. NOVABAY PHARMACEUTICALS: Appoints Todd Zavodnick to Board --------------------------------------------------------- NovaBay Pharmaceuticals, Inc., announced the appointment of Todd Zavodnick to its Board of Directors effective May 6, 2016. Mr. Zavodnick brings extensive senior management and commercial experience in the medical technology and pharmaceutical industries, including serving in a senior capacity at the global ophthalmology company Alcon Laboratories. Mr. Zavodnick will serve on the Audit and Corporate Governance committees and replaces Massimo Radaelli, Ph.D., who resigned as a Director of NovaBay effective May 6, 2016. NovaBay's Board membership remains at eight. "Todd has an impressive track record in building successful commercial organizations in the healthcare industry, including firsthand experience in ophthalmology," said Mark M. Sieczkarek, chairman and interim president and CEO of NovaBay. "We will look for his guidance as we continue our focus on growing Avenova sales in the domestic market and reaching our goal of positive cash flow from operations by the end of 2016. We welcome Todd to our Board." Mr. Zavodnick is president, International of ZELTIQ Aesthetics, Inc., a medical technology company focused on developing and commercializing products utilizing its proprietary CoolSculpting cryolipolysis procedure. He previously served in various executive positions at the dermatology company Galderma Laboratories, L.P., most recently as President & General Manager, North America. Prior to that, Mr. Zavodnick held various positions at Alcon Laboratories, ultimately as President, China and Mongolia. Mr. Zavodnick serves as a Board member of the not-for-profit Children’s Skin Disease Foundation. NovaBay also announces the primary closing of a private placement for a total of 4,079,058 shares of Company common stock and warrants. The closing includes the purchase 2,039,530 shares of common stock at an aggregate subscription price of $7.791 million to nine accredited investors, including Mr. Sieczkarek and the Company's two largest stockholders, Jian Ping Fu and Pioneer Pharma (Singapore) Pte. Ltd. The private placement was designed to close in two tranches, with the closing of the second tranche for $4 million scheduled to occur on July 31, 2016. The first tranche of the financing was closed following approval from the Company's stockholders at the May 3, 2016, Annual Meeting of Stockholders. The Company believes that when fully completed, this financing, along with the exercise of related warrants, will provide NovaBay with the necessary funds to reach positive cash flow from operations without the need for additional financing. About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. NovaBay reported a net loss of $18.97 million in 2015, a net loss of $15.19 million in 2014 and a net loss of $16.04 million in 2013. As of Dec. 31, 2015, Novabay had $5.07 million in total assets, $10.17 million in total liabilities and a total stockholders' deficit of $5.09 million. OUM & Co. LLP in San Francisco, California, audited the consolidated balance sheets of NovaBay Pharmaceuticals, Inc. as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2015. The firm noted that the Company has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. NRG ENERGY: S&P Assigns 'BB-' Rating on Proposed $700MM Sr. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to NRG Energy Inc.'s proposed $700 million senior unsecured notes due 2026. The '3' recovery rating reflects S&P's expectation of meaningful (50% to 70%; upper half of the range) recovery in the event of default. The company intends to use net proceeds from the issuance as well as about $300 million of cash on hand to tender across the bond complex. As of Dec. 31, 2015, NRG had about $9.2 billion of recourse and imputed debt. NRG is a publicly traded independent power producer focused on the wholesale and retail unregulated power business. The 'BB-' corporate credit rating on NRG Energy is based on S&P's assessment of a fair business risk profile and aggressive financial risk profile. The outlook is stable. RATINGS LIST NRG Energy Inc. Corporate Credit Rating BB-/Stable/-- New Rating NRG Energy Inc. $700 Million. Senior Unsecured Notes Due 2026 BB- Recovery Rating 3H OAKWELL DISTRIBUTION: Case Summary & 4 Unsecured Creditors ---------------------------------------------------------- Debtor: Oakwell Distribution, Inc. dba Devon Medical Products 110 First Avenue, Suite 100 King of Prussia, PA 19406 Case No.: 16-13350 Chapter 11 Petition Date: May 10, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7217 Fax: (610) 407-7218 E-mail: dsmith@smithkanelaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Bennett, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb16-13350.pdf PACIFIC EXPLORATION: In CCAA Protection, PwC Named as Monitor ------------------------------------------------------------- Pacific Exploration & Production Corporation et al. on April 27, 2016, sought and obtained an order from the Ontario Superior Court of Justice Commercial List pursuant to the Companies' Creditors Arrangement Act. Pursuant to the order, PricewaterhouseCoopers Inc. was appointed as monitor of the Companies. PricewaterhouseCoopers Inc. PwC Tower 18 York Street, Suite 2600 Toronto, ON M5J 0B2 Attention: Tammy Muradova Canada/US: +1 844 855 8568 Colombia: 01 800 518 2167 Local US: +1 503 520 4469 About Pacific Exploration & Production Pacific Exploration & Production Corp. is a Canadian public Company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. PERFORMANCE FOOD: Moody's Assigns B2 Rating on $350MM Sr. Notes --------------------------------------------------------------- Moody's Investors Service assigned Performance Food Group, Inc.'s proposed $350 million senior unsecured note issuance a B2 rating. Concurrently, Moody's affirmed the company's Ba3 Corporate Family Rating, its Ba3-PD Probability of Default Rating and its SGL-2 Speculative Grade Liquidity Rating. The B2 rating on the company's senior secured second lien term loan will be withdrawn when it is refinanced with the proposed notes. The rating outlook remains stable. The proceeds of the proposed $350 million note issuance will be used to repay the company's $307 million (outstanding at March 26, 2016) senior secured second lien term loan in full, reduce ABL borrowings by about $35 million and pay fees and expenses. "The refinancing of the company's term loan is credit positive as it pushes out the maturity by 5 years to 2024," stated Peter Trombetta, an Analyst at Moody's. Ratings assigned: $350 million 8-year senior unsecured notes at B2 (LGD6) Ratings affirmed: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD Speculative Grade Liquidity Rating at SGL-2 Ratings to be withdrawn when transaction closes: $750 million ($307 million outstanding) senior secured second lien term loan - B2 (LGD 5) RATINGS RATIONALE The Ba3 Corporate Family Rating reflects PFG's steady improvement in operating earnings and moderate leverage with Moody's adjusted debt/EBITDA of about 3.6 times for the twelve months period ending March 26, 2016. In addition, Moody's expects credit metrics will gradually improve as operating performance and cost saving initiatives drive higher earnings and more moderate debt levels going forward. Also benefitting future revenue and earnings is the recent announcement that PFG entered into a distribution agreement with Red Lobster to provide distribution solutions to all of Red Lobster's more than 670 restaurants in the United States. Revenue and earnings benefits of this new agreement will begin in 2017. The ratings are also supported by PFG's large scale within the food service industry with its nationwide distribution capability, greater business diversification provided by its candy, snacks, and beverages ditribution business segment, and a moderate financial policy. However, PFG's thin operating margins, high exposure to the restaurant industry which could be negatively impacted by negative macroeconomic issues, and acquisitive business strategy are viewed as credit negatives. Also constraining the ratings are the company's ownership structure where over 75% of the company is owned by two financial sponsors and only 17% is publicly traded. Moody's notes that PFG filed an S-1 today for a follow on stock offering that will increase the public float. The stable rating outlook reflects Moody's view that PFG's operating performance and credit metrics will continue to improve as the company successfully executes its growth initiatives and focuses on lowering costs throughout its system while maintaining a balanced financial policy. Ratings could be upgraded in the event PFG generates sustained growth in sales and profitability while maintaining good liquidity. Quantitatively, an upgrade would require debt/EBITDA approaching 3.5 times and EBITA/Interest expense sustained above 3.0 times. An upgrade would also require a moderate financial policy and more diversified ownership structure. Ratings could be downgraded if a sustained deterioration in operating performance or a more aggressive financial policy resulted in debt/EBITDA sustained above 4.25 times or EBITA/Interest expense falling below 2.5 times. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. PERFORMANCE FOOD: S&P Raises CCR to 'BB-'; Outlook Stable --------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Richmond, Va.-based Performance Food Group Inc. (PFG) to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P assigned its 'BB-' issue rating to the company's proposed $350 million senior unsecured notes due 2024, with a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%, upper half of range) recovery in the event of a payment default. In addition, S&P raised its issue rating on PFG's senior secured ABL to 'BB+' from 'BB'. The recovery rating on the ABL remains '1' indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. S&P will withdraw its ratings on PFG's senior secured second-lien term loan once it has been repaid with the proceeds from the notes issuance. S&P estimates the company's outstanding debt, assuming all proceeds from the notes will be applied toward debt repayment, is about $1.2 billion. "While the transaction is leverage neutral, the upgrade reflects our expectation that PFG will maintain the solid operating performance that is driving strong EBITDA growth and steady credit ratio improvement," said S&P Global Ratings analyst Brennan Clark. "Outside of a potential strategic acquisition, we believe PFG will maintain more moderate financial policies as a publicly traded company, notwithstanding its continuing majority ownership by private equity firms. We believe PFG's financial sponsors will reduce their ownership of PFG over the next 18 to 24 months, and that the company will continue to improve credit ratios, including debt to EBITDA close to 4x at the end of fiscal 2016." S&P Global Ratings' ratings reflect PFG's distant number three position in the highly competitive and fragmented foodservice distribution industry and low, albeit stable, margins. PFG has grown revenues meaningfully over the past several years while successfully managing input cost inflation through contract pricing, resulting in stable profit growth. S&P expects the company to continue to increase market share and modestly improve profitability as it expands its higher-margin proprietary "performance" brands and its local customer base. PFG has meaningful cost advantages over local and regional competitors, and S&P believes this is enabling it to win new business from these smaller players. At the same time, it is still much smaller than Sysco Corp. and, to a lesser extent, US Foods Inc. These competitors' larger size and greater route density provide even greater cost advantages. In addition, while PFG has a presence in all 50 U.S. states, it is geographically concentrated on the east coast and may not have the resources in all geographies necessary to compete for some national customers. S&P's ratings also incorporate the intense competition inherent in the foodservice distribution industry, relatively low customer switching costs (particularly for independent street customers), low profitability, and input cost volatility--namely food and fuel--notwithstanding the company's historic success in managing these costs. The stable outlook reflects S&P's expectation that PFG will maintain stable operating performance and that credit ratios will continue to improve through steady EBITDA growth over the next year. S&P expects leverage in the low-4x area, and FFO to debt in the mid-teens. PILOT TRAVEL: Moody's Assigns Ba2 Rating on $1.3BB Sr. Loan ----------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Pilot Travel Center LLC's proposed $1.3 billion senior secured term loan B. There is no impact on the Ba2 Corporate Family Rating or the positive rating outlook. The proceeds of the proposed $1.3 billion 7-year senior secured term loan B -- along with a $100 million draw under its revolver -- will be used to refinance its existing $1.4 billion term loan B due 2021. "The transaction will help improve the company's maturity schedule as it pushes out the term loan B by two years", said Peter Trombetta, an Analyst at Moody's. The transaction will also reduce Pilot's overall cost of debt modestly, as the company is expecting to reduce the rate on the proposed term loan. The Ba2 rating on the existing term loan B due 2021 will be withdrawn when the transaction closes. Ratings assigned: $1.3 billion 7-year senior secured term loan B at Ba2 (LGD3) RATINGS RATIONALE Pilot's Ba2 Corporate Family Rating reflects the company's good debt protection metrics, meaningful scale, geographic reach, diverse profit stream including high margin non-fuel merchandise and good liquidity. Pilot generates a large portion of its fuel revenues from diesel and diesel exhaust fluid through direct billing agreements with trucking fleets, which adds to the predictability of its revenue stream and further reduces its earnings volatility. The ratings are constrained by Pilot's reliance on high volume, low margin fuel sales, some regional concentration, and concern that financial policies with respect to dividends and acquisitions could become more aggressive. The positive outlook reflects the increased likelihood that the company's ratings will be upgraded in the next 12-18 months if operating performance and profitability remain strong resulting in credit metrics remaining at levels indicative of a higher rating. Pilot Travel Centers LLC is a partnership that owns and operates over 560 truck stops across the U.S. and Canada. In addition to fuel, Pilot locations have convenience stores, fast food restaurants, and other amenities. Pilot is majority owned by the Haslam family through the ownership of Pilot Corporation. Annual revenues are approximately $23 billion. The principal methodology used in this rating was Retail Industry published in October 2015. PIONEER HEALTH: Appoint of Patient Care Ombudsman Waived -------------------------------------------------------- U.S. Bankruptcy Judge Neil P. Olack has granted the motion of Pioneer Health Services, Inc., to waive and dispense with the appointment of a patient care ombudsman (PCO). The Court finds that the appointment of a PCO is not necessary at this time to protect patients, to monitor the quality of patient care, or to represent the interests of patients, even though both inpatients and outpatients are included. At the Hearing, Pioneer presented testamentary and documentary evidence to demonstrate that patients are adequately protected. First, Pioneer demonstrated that it has a detailed Grievance Policy and educates its employees and administrators on how to handle patient complaints and grievances pursuant to the Grievance Policy. Pioneer also demonstrated that the Grievance Policy is provided to patients upon admission and that the numbers to call to lodge complaints are posted throughout its facilities. Second, Pioneer uses a third-party anonymous hotline that allows patients or employees to lodge complaints or grievances. Pioneer established that it has appropriate procedures for handling these complaints or grievances, and that if the complaint or grievance relates to a facility's administration, the complaint is handled by Sawyer and the compliance committee. Third, Pioneer demonstrated that the compliance committee reviews the complaint and grievance log to ensure that each complaint or grievance was resolved. Finally, there are numerous state and federal regulations that Pioneer must adhere to and each of Pioneer's facilities are subject to frequent surveys to ensure that they are adhering to these regulations. This provides an additional layer of protection for patients. The Court does find it necessary, however, to impose certain requirements to ensure that Pioneer is adequately protecting its patients' interests. Those requirements are as follows: 1) Sawyer expressed uncertainty regarding certain aspects of Pioneer's patient care, including, but not limited to: (a) whether the Grievance Policy is provided to patients who seek care at Pioneer's outpatient clinics; (b) whether all patients receive a HIPAA 12 notice; and (c) whether the telephone numbers to call to lodge complaints or grievances are displayed in patient rooms; 2) Pioneer should contact the Patrick County administrator to determine why the Charts indicated that Pioneer of Stuart lacked sufficient supplies and could not make payroll; 3) If a financial advisor employed by Pioneer in the Bankruptcy Case, or any other professional employed by Pioneer, discovers a problem or issue that may affect patient care at any Pioneer facility, in addition to notifying Pioneer and Geno, that person should contact Middleton directly to inform her of the issue; 4) Middleton may contact the long-term care ombudsman in North Carolina to advise him or her of the situation in Stokes County to determine if he or she will be able to take on a role other than that of a PCO; and 5) If the facts change or if the UST uncovers additional information through further investigation that indicates the necessity of a PCO in the future, the Court will reconsider the appointment of a PCO upon the filing of an appropriate motion. 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: U.S. Trustee to Appoint Patient Care Ombudsman -------------------------------------------------------------- U.S. Bankruptcy Judge Neil P. Olack has directed the U.S. Trustee to appoint a patient care ombudsman for Pioneer Health Services of Early County, LLC. About Pioneer Health Pioneer Health Services of Early County, LLC filed a Chapter 11 bankruptcy petition (Bankr. Case No. 16-01243) on April 8, 2016. The petition was signed by Joseph S. McNulty III as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of $1 million to $10 million. The Law Offices of Craig M. Geno, PLLC represents the Debtor as counsel. Judge Hon. Neil P. Olack has been assigned the case. The Debtor's parent Pioneer Health Services, Inc. and several of its affiliated debtors filed bankruptcy cases on March 30, 2016. All of the affiliated cases, with the exception of Medicomp, were administratively consolidated into the bankruptcy case of Pioneer Health Services, Inc., Case No. 16-01119, by the Court' order dated April 6, 2016. Pioneer Health Services has been in the hospital business since 1997 and Medicomp has been providing physical therapy services since 1980. PLY GEM HOLDINGS: Incurs $27.6 Million Net Loss in First Quarter ---------------------------------------------------------------- Ply Gem Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $27.6 million on $409 million of net sales for the three months ended April 2, 2016, compared to a net loss of $48.9 million on $376 million of net sales for the three months ended April 4, 2015. As of April 2, 2016, Ply Gem had $1.21 billion in total assets, $1.31 billion in total liabilities and a total stockholders' deficit of $101 million. During the three months ended April 2, 2016, cash decreased by approximately $75.1 million compared to a decrease of approximately $10.7 million during the three months ended April 4, 2015. The decrease in cash during the comparative three month period was primarily driven by the $30.0 prepayment on the Term Loan Facility and a $50.0 million decrease in borrowings under the ABL Facility offset by the $23.6 million improvement in operating earnings period over period. "I am very pleased by the strong first quarter financial and operating performance of the Company. Both businesses continued to make substantial contributions to adjusted EBITDA and allowed us to deliver the eighth consecutive quarterly year-over-year growth of adjusted EBITDA," said Gary E. Robinette, Ply Gem's Chairman and CEO. "During the first quarter, our teams delivered profitable growth through improved product pricing, operating performance initiatives and a cost discipline, aided by strong demand for our new residential construction and repair and replacement products largely attributed to favorable winter weather within our key market footprints. As a result, Ply Gem achieved a trailing twelve month adjusted EBITDA of $207.1 million which is the first time in the Company's history we exceed adjusted EBITDA of $200 million." Commenting on the Company's results, Shawn K. Poe, Ply Gem's chief financial officer added, "In the first quarter, we continued to drive financial improvements and profitability within our business segments. We achieved a 520 basis point improvement in our gross profit margin and our incremental year-over-year quarterly adjusted EBITDA grew $22.4 million. As a result of our strong performance during the first quarter of 2016 and the trailing twelve months, we strengthened our balance sheet by generating in excess of $151 million in free cash flow, achieved an LTM Adjusted EBITDA of $207.1 million, voluntarily paid $30 million of long-term debt under the Term Loan, and improved our debt leverage ratio to 4.9 times with further improvement expected." "As we enter into the seasonally important second and third quarters, we look forward to capitalizing on the momentum we've built during the beginning of 2016," said Mr. Robinette. "As the housing market in the U.S. continues to recover, we are well positioned to drive profitable growth and generate meaningful operating leverage and earnings. In addition, we remain committed to driving shareholder value and continuing to improve our balance sheet. In looking forward to the second quarter of 2016, and considering the pull forward experienced during the first quarter, we expect our quarterly adjusted EBITDA to be in the range of $72 to $77 million. At the mid-point of this range, this would result in a 20% year-over-year improvement of adjusted EBITDA." A full-text copy of the Form 10-Q is available for free at: https://is.gd/6AbrQA About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem reported net income of $32.3 million on $1.83 billion of net sales for the year ended Dec. 31, 2015, compared to a net loss of $31.3 million on $1.56 billion of net sales for the year ended Dec. 31, 2014. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the Company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. POSITIVEID CORP: Obtains $350,000 Financing from California Bank ---------------------------------------------------------------- PositiveID Corporation, through its wholly owned subsidiary, E-N-G Mobile Systems, Inc., entered into a revolving line of credit with California Bank of Commerce on May 2, 2016. The terms of the Line allow ENG to borrow against its accounts receivable and inventory to manage its project-based working capital requirements. The $350,000 Line has a maturity date of May 5, 2017, and borrowings under the Line bear interest at the Wall Street Journal Prime Rate plus 1.5% (currently 5.0%). The Company has provided a guaranty of the Line to CBC. The Line also contains certain representations, warranties, covenants and events of default, including the requirement to maintain specified financial ratios. ENG currently meets all such ratios. Breaches of any of these terms could limit ENG's ability to borrow under the Line and result in increases in the interest rate under the Line. On May 4, 2016, the Company closed a Securities Purchase Agreement with ADAR BAYS, LLC, providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $126,000, with the first note being in the amount of $63,000 and the second note being in the amount of $63,000. Note I has been funded, with the Company receiving $60,000 of net proceeds (net of original issue discount). With respect to Note II, ADAR issued a secured note to the Company in the same amount to offset Note II. The funding of Note II is subject to certain conditions as described in Note II. ADAR is required to pay the principal amount of the Secured Note in cash and in full prior to executing any conversions under Note II. The Notes bear an interest rate of 10%, and are due and payable on May 4, 2017. The Notes may be converted by ADAR at any time into shares of Company's common stock (as determined in the Notes) calculated at the time of conversion, except for Note II, which requires full payment of the Secured Note by ADAR before conversions may be made. The Notes are long-term debt obligations that are material to the Company. The Notes may be prepaid in accordance with the terms set forth in the Notes. The 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 Notes in the event of such defaults. In the event of default, at the option of ADAR and in ADAR's sole discretion, ADAR may consider the 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. POSITRON CORP: Files Motion to Approve Structured Dismissal ----------------------------------------------------------- Positron Corporation, a nuclear medicine healthcare company, on May 10, 2016, disclosed that the Company entered into a settlement agreement for structured dismissal. If confirmed, the settlement will allow the Company to avoid entering a bankruptcy proceeding. On May 2, 2016, the Company and its petitioning creditors filed a Joint Motion to Approve Agreed Structured Dismissal Pursuant to Bankruptcy Rule 9019. Any shareholders desiring to object to the terms of the Structured Dismissal Agreement have until May 26, 2016, to file a written objection with the Clerk of the United States Bankruptcy Court, 1205 Texas Avenue, Lubbock, Texas 79401. The petitioning creditors filed an involuntary chapter 11 bankruptcy petition against the Company in the U.S. Bankruptcy Court for the Northern District of Texas, Lubbock Division, in a case pending under Case No. 15-502015-rlj, and styled: In re: Positron Corporation. A hearing to consider approval of the Structured Dismissal Agreement will be held in the Courtroom of the Honorable Robert L. Jones, U.S. Bankruptcy Judge, located on the 3 [rd] floor of the George H. Mahon Federal Building and Court House, 1205 Texas Avenue, Lubbock, Texas, commencing at 1:30 p.m. on Wednesday, June 22, 2016. A complete copy of the Notice of Deadline for Filing Objections to Joint Motion to Approve Agreed Structured Dismissal Pursuant to Bankruptcy Rule 9019 and Notice of Final Hearing is available on the Company's website at: https://is.gd/gVLvKH Following is a summary of certain provisions of the Structured Dismissal Agreement and is not intended to be a complete description of such: 1. Once the Order approving the Motion is final and non-appealable, the Company will purchase any and all capital stock of the Company owned by Cecil O'Brate (the "O'Brate Shares") for the total consideration of One Hundred Thousand Dollars ($100,000). The Company will issue a promissory note payable to Cecil O'Brate in the amount of $100,000, payable at 4.5% interest in 12 monthly installments of $8,537.85 each (the "O'Brate Note"). Such promissory note will be secured by a pledge of the O'Brate Shares. 2. Within 10 days of the Order becoming final and non-appealable, the Company will convey either: (i) all of the assets of the Manhattan Isotope Technologies, LLC ("MIT"); or (ii) the membership interests of MIT, to a company and/or entity designated by DX, LLC (the "MIT Transfer"). In exchange for the MIT Transfer, the promissory note in the original principal amount of $700,000 acquired by DX, LLC from Los Alamos National Bank (the "LANB Note"), along with all related guarantees, security interest, and rights in connection therewith, will be fully extinguished, deemed satisfied, paid in full, and discharged. 3. DX, LLC may employ Jason Kitten and Suzanne Kitten, or a consulting firm of its choice, to conduct due diligence concerning the operations of the MIT facility located in Lubbock, Texas. In exchange for the opportunity to conduct due diligence as described herein, DX, LLC or O'Brate shall advance to the Company sufficient funds necessary to pay all payroll expenses associated with the two current employees of MIT effective as of April 15, 2016, and shall also directly pay to Los Alamos National Laboratories sufficient funds to pay the licensing fees associated with the recycling permit granted by the Los Alamos National Laboratories. Such obligations of DX, LLC or O'Brate shall cease upon the entry of any order by the Bankruptcy Court denying approval of the Agreement, or upon a determination by the Bankruptcy Court that any party has materially breached any of the terms of this Agreement. 4. The Company shall attempt to sell the real property it owns located at 530 Oakmont Lane, Westmont, IL. Upon closing of the sale the net proceeds will be distributed in the order of priority established by the Bankruptcy Code to holders of administrative claims and the allowed claims of unsecured creditors, provided, however, that the total of such administrative expenses shall not exceed 50% of the sales price. 5. The Parties will sign mutual releases releasing the Parties and their representatives from any claims that the parties may have or could have against each other. 6. The Parties stipulate that the Petitioning Creditors have valid claims that are not subject to offset or any other dispute as to amount or liability. The claims shall be paid their pro-rata share of distributions paid to unsecured creditors. The Petitioning Creditors, including DX, LLC, the Kittens, Moress, LLC, and Posi-Med, LLC shall agree to support the Motion to Approve Structured Dismissal Agreement and shall not have the right to opt out of the distributions to unsecured creditors. 7. Any unsecured creditors who do not desire to release their claim in exchange for their pro-rata share of distributions paid to unsecured creditors may opt out and pursue such other remedies to collect their indebtedness as may be available to them. 8. Should the Bankruptcy Court determine the Company has failed to comply with the terms of the Structured Dismissal Agreement, it shall file a voluntary bankruptcy petition under chapter 11 of the Bankruptcy Code. 9. Upon the completion of all terms included in the Agreement, the Petitioning Creditors and the Company shall prepare and file a Joint Motion to Dismiss the Involuntary Petition. About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. Positron reported a net loss of $2.58 million on $1.46 million of sales for the year ended Dec. 31, 2014, compared to a net loss of $7.1 million on $1.63 million of sales for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $1.52 million in total assets, $3.10 million in total liabilities and a total stockholders' deficit of $1.58 million. Sassetti LLC, in Oak Park, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has a significant accumulated deficit which raises substantial doubt about the Company's ability to continue as a going concern. PRIMORSK INTERNATIONAL: Seek Approval of Bidding Procedures ----------------------------------------------------------- Primorsk International Shipping Limited and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York, to approve their proposed bidding procedures for the sale of the Debtors' vessels free and clear of all liens, claims and interests. The Debtors believe that it is in the best interests of the Debtors and their estates at this time to pursue a potential sale of the Debtors' nine vessels ("Vessels"), including the Zaliv Vostok, the Zaliv Amurskiy, the Prisco Ekaterina, the Prisco Elena, the Prisco Alexandra, the Prisco Elizaveta, the Prisco Irina, the Zaliv Baikal and the Zaliv Amerika. The Debtors aver that the Vessels may prove attractive to potential buyers in the product tanker and crude oil tanker industry, and that the sale of the Vessels may generate significant proceeds for the benefit of the Debtors' creditors and, potentially, other stakeholders. The proposed Bidding Procedures contain, among others, these relevant terms: (a) Coordination with the Agents: The Debtors have agreed to share bidding information in a timely manner and consult with representatives of their secured lenders prior to taking certain actions in connection with the sale process, including (i) Nordea Bank Norge ASA, in its capacity as agent and security trustee ("Facility Agent") under that certain secured loan facility agreement ("Senior Loan Agreement") dated January 2, 2008 (as amended from time to time) relating to a $530 million secured loan facility, and (ii) BNP Paribas, in its capacity as agent ("Swap Agent") under that certain swap facility agreement ("Swap Loan Agreement") dated June 7, 2011 (as amended from time to time) relating to a $7.5 million swap loan facility. The Agents may share such confidential information with the Senior Lenders and Swap Lenders, subject to confidentiality arrangements as in effect from time to time. (b) Bid Deadline: A Qualified Bidder should deliver the required bid documents in electronic format so as to be received not later than 12:00 p.m. on June 15, 2016. (c) Stalking Horse Bid Protections: If the Debtors execute an asset purchase agreement with a Stalking Horse Bidder for the sale of the entire fleet of Vessels, with the consent of the Agents or the approval of the Court, the Debtors may grant such Stalking Horse Bidder a break-up fee equal to up to 1.0% of the cash portion of the purchase price and may further agree to reimburse the reasonable expenses of the Stalking Horse Bidder. If the Debtors execute any other asset purchase agreement(s) with any other Stalking Horse Bidder(s), the Debtors may, with the consent of the Agents (in their sole discretion), seek Court approval to provide each such Stalking Horse Bidder with certain bid protections including, without limitation, a break-up fee and expense reimbursement. (d) Auction: The Auction will be conducted at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW, United Kingdom or such other location as the Debtors and Agents may agree and at a date and time to be determined by the Debtors in consultation with the Agents. (e) Sale Hearing: The Sale Hearing will be held before the Court on a date to be determined by the Debtors in consultation with the Agents. Primorsk International Shipping Limited and its affiliated debtors are represented by: Andrew G. Dietderich, Esq. Brian D. Glueckstein, Esq. Alexa J. Kranzley, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Telephone: (212)558-4000 Facsimile: (212)558-3588 E-mail: dietdericha@sullcrom.com gluecksteinb@sullcrom.com kranzleya@sullcrom.com About Primorsk International Headquartered in Nicosia, Cyprus, Primorsk International Shipping Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers in the Arctic. It was founded in 2004 and is owned by Apington Investments, a British Virgin Islands holding company, which is controlled by Russian native Alexander Kirilichev. Primorsk sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10073) in New York, in the U.S., on Jan. 15, 2016. Affiliates Boussol Shipping Limited, Malthus Navigati on Limited, Jixandra Shipping Limited, Levaser Navigation Limited, Hermine Shipping Limited, Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079), Prylotina Shipping Limited, Baikal Shipping Ltd, and Vostok Navigation Ltd. also filed separate Chapter 11 bankruptcy petitions. The bankruptcy petitions were signed by Holly Felder Etlin, chief restructuring officer. Judge Martin Glenn presides over the cases. The Debtor disclosed total assets of $6,018,821 and total liabilities of $351,352,076 as of the Chapter 11 filing. Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as the Debtors' bankruptcy counsel. AlixPartners, LLP, is the Debtors' financial and restructuring advisor. QUANTUM FUEL: Can Employ Mackinac Partners as Crisis Manager ------------------------------------------------------------ U.S. Bankruptcy Judge Mark S. Wallace has authorized Quantum Fuel Systems Technologies Worldwide, Inc., to employ Mackinac Partners and to appoint Nishant Machado as Chief Restructuring Officer pursuant to the terms set forth in the engagement letter dated March 21, 2016. U.S. Trustee Peter C. Anderson has earlier filed a limited objection to the Motion saying that the application fails to provide a specific protocol for review of fees. The U.S. Trustee requests that the order approving the Application contain a protocol substantially similar to the following procedures: a) The CRO and Mackinac shall file with the Court, with copies to the United States Trustee, counsel for the official committee of unsecured creditors, the DIP lender and Bridge Bank, a monthly report of staffing on the engagement for the previous month. Such report shall include the names and functions filled of the individuals assigned. All staffing shall be subject to review by the Court in the event an objection is filed; and b) The CRO and Mackinac shall file with the Court (and serve copies on the United States Trustee, counsel for the official committee of unsecured creditors, the DIP lender and Bridge Bank, contemporaneously with such filing) reports of compensation earned and expenses incurred on a monthly basis. Such reports shall contain summary charts which describe services provided, identify the compensation earned by the CRO and the Mackinac staff, and itemize the expenses incurred. Time records for the CRO and Mackinac staff shall (i) be appended to the reports, (ii) contain detailed time entries describing the task(s) performed, and (iii) be organized by project category. Personnel shall record their time entries in increments of no greater than one-half hour. All compensation shall be subject to review by the Court in the event an objection is filed. The first monthly report will be submitted April 15, 2016, and will cover the period from the inception of this case through March 31, 2016. This procedure will continue at monthly intervals thereafter. c) In summary, because the CRO and Mackinac are not being employed as professionals under section 327 of the Bankruptcy Code, they will not be submitting regular fee applications pursuant to Sections 330 and 331 of the Bankruptcy Code. About Quantum Fuel Lake Forest, California-based Quantum Fuel Systems Technologies Worldwide, Inc., is an innovator, developer and producer of compressed natural gas (CNG) fuel storage tanks and packaged fuel storage systems for heavy-, medium-, and light-duty trucks and passenger vehicles. The Company also produces integrated vehicle system technologies, including engine and vehicle control systems and drivetrains. It supplies its tanks and systems to truck and automotive original equipment manufacturers and aftermarket and OEM truck integrators worldwide. Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 16-11202) on March 22, 2016. The petition was signed by Brian W. Olson as chief executive officer. The Debtor listed total assets of $23.10 million and total debts of $21.7 million. Foley & Lardner LLP represents the Debtor as counsel. Judge Mark S Wallace is assigned to the case. QUEST SOLUTION: Inks Omnibus Amendment to Sale and Security Pacts ----------------------------------------------------------------- Quest Solution, Inc., entered into that Omnibus Amendment to Sale of Accounts and Security Agreements, dated April 25, 2016, by and among the Company, Quest Marketing Inc., a wholly owned subsidiary of the Company, Bar Code Specialties, Inc., a wholly owned subsidiary of the Company, Quest Solution Canada Inc., a Canadian corporation and wholly owned subsidiary of the Company, Viascan Group Inc., Quest Exchange Ltd., Etiquettes Uno Inc., and Faunus Group International, Inc. The Amendment modifies (i) that certain Sale of Accounts and Security Agreement, dated Oct. 9, 2015, as amended by that certain First Amendment and Joinder to Sale of Accounts and Security Agreement, dated Dec. 1, 2015, by and among FGI, Quest Marketing, BCS and the Company, and (ii) that certain Sale of Accounts and Security Agreement, dated Dec. 31, 2014, by and between Viascan Inc. and Q.Data Inc. as predecessors to Quest Canada, and FGI. As requested by the Company, the Amendment reduces the Facility Amount from $15,000,000 to $7,500,000 in the Quest Agreement and from $4,800,000 to $2,500,000 in the Viascan Agreement. The Amendment also modifies the Quest Agreement (i) to reduce the minimum monthly net funds employed during each contract year from no less than $4,000,000 to no less than $2,500,000 and (ii) to increase the non-refundable monthly collateral management fee from 0.37% to 0.40%. 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. QUICKSILVER RESOURCES: Creditors Want $173-Mil. Claims Allowed -------------------------------------------------------------- The Second Lien Parties ask the U.S. Bankruptcy Court for the District of Delaware for the allowance of their adequate protection claims with respect to the sold collateral in an amount not less than $173 million. The Second Lien Parties consist of the Ad Hoc Group of the Second Lien Holders, Credit Suisse AG, Cayman Islands Branch f/k/a Credit Suisse AG, as administrative agent for the Second Lien Lenders, and The Bank of New York Mellon Trust Company N.A., as Second Lien Indenture Trustee and the collateral agent under the Indenture dated June 21, 2013. "Even though the Debtors entered these cases during a period of depressed pricing for the oil and gas that form the core of the Debtors' assets, the Second Lien Parties consented to the use of their Prepetition Collateral – both the hydrocarbons in the ground and their Cash Collateral – to allow the Debtors' continued operations and the funding of these cases, which the Court found was necessary to preserve the Debtors' going concern value. That consent was embodied in the consensual Cash Collateral Order, and was premised on the provision of adequate protection to the Second Lien Parties in the event of postpetition diminution of their collateral... Unfortunately for all parties in interest, however, hydrocarbon prices had not bottomed-out as of the Petition Date, but rather continued to decline (and at times precipitously) through these cases. Thus between these macroeconomic forces, the Debtors' continued operation at a loss, and the continued sale of the hydrocarbons constituting Prepetition Collateral as the Debtors extracted it, there has been massive postpetition diminution in the value of the Second Lien Parties' interest in the Prepetition Collateral... The sale of, among other assets, all of the oil and gas leases (and related assets) that constituted the Second Lien Parties' Prepetition Collateral ("Sold Collateral") to BlueStone Natural Resources II, LLC ("BlueStone") has locked in the amount of the Second Lien Parties' Adequate Protection Claims and made them ripe for adjudication. It is in the interests of judicial economy to adjudicate the amount of such claims now because... such amount exceeds the distributable value of the Debtors' Estates regardless of how the issues remaining in the pending adversary proceeding initiated by the Creditors' Committee are resolved. Thus, determining the amount of the Adequate Protection Claims will render the Adversary Proceeding moot and will pave the way for a prompt resolution of these chapter 11 cases," the Second Lien Parties aver. As of December 31, 2014, the Debtors were indebted to the Second Lien Parties in the amount of (i) approximately $610.2 million under the Second Lien Credit Documents and (ii) approximately $195.2 million under the Second Lien Indenture Documents ("Second Lien Prepetition Obligations"). The Second Lien Prepetition Obligations are secured by a second priority lien on (i) the majority of the domestic proved oil and gas reserves and certain related real and personal property of Quicksilver Resources, Inc. ("QRI"), (ii) the equity interests in certain of QRI's direct and indirect subsidiaries, and (iii) proceeds of the foregoing. The Second Lien Parties agreed to the Debtors' use of their Cash Collateral to fund the continuation of the Debtors' operations and preserve their going concern value while the Debtors pursued restructuring, which potentially included a going-concern sale. The Second Lien Parties consented to extend the term of the Court's Cash Collateral Order to allow the Debtors to complete and consummate the sale process. The Second Lien Parties relate that the Cash Collateral Order provides that the Second Lien parties are entitled to, among other things, the Adequate Protection Claims in "an amount equal to the aggregate post-petition diminution in value of the Second Lien Parties' interest in the Prepetition Collateral resulting from the sale, lease or use by the Debtors, or other decline in value, of the Prepetition Collateral and the imposition of the automatic stay." The Second Lien Parties relate that at the conclusion of the Court-approved auction, the Debtors selected BlueStone as the successful bidder for certain of their oil and gas assets, including the Sold Collateral. They further relate that the purchase price offered by BlueStone is $245 million in cash. The Second Lien Parties note that the Court approved the sale to BlueStone and BlueStone paid the purchase price to the Debtors. The Second Lien Parties aver that the Sale Order provides that all Interests will attach to the proceeds of the Sale ultimately attributable to the property against or in which the holder of an Interest claims or may claim an Interest, in the order of their priority, with the same validity, force and effect which they currently have, subject to any claims and defenses the Debtors may possess with respect thereto. They further aver that the Sale Order provides that all sale proceeds to be received by the Debtors will "constitute proceeds, products, offspring, or profits of the Prepetition Collateral in the same proportion that the value of the Prepetition Collateral that constitute purchased Oil and Gas Assets has to the value of all purchased Oil and Gas Assets, as such is determined by the Bankruptcy Court." The Second Lien Parties' Motion is scheduled for hearing on May 17, 2016 at 10:00 a.m. The Ad Hoc Group of the Second Lien Holders is represented by: Michael R. Nestor, Esq. Kara Hammond Coyle, 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 kcoyle@ycst.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Brian Kinney, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005-1413 Telephone: (212)530-5000 Facsimile: (212)530-5219 E-mail: ddunne@milbank.com skhalil@milbank.com bkinney@milbank.com - and - Andrew M. Leblanc, Esq. Aaron L. Renenger, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 1850 K Street, N.W., Suite 1100 Washington, DC 20006 Telephone: (202)835-7500 Facsimile: (202)263-7586 E-mail: aleblanc@milbank.com arenenger@milbank.com The Second Lien Agent is represented by: Mitchell A. Seider, Esq. Christopher Harris, Esq. David A. Hammerman, Esq. Matthew L. Warren, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, NY 10022-4834 Telephone: (212)906-1200 Facsimile: (212)751-4864 E-mail: mitchell.seider@lw.com christopher.harris@lw.com david.hammerman@lw.com The Bank of New York Mellon Trust Company, N.A. is represented by: Edward P. Zujkowski, Esq. Thomas A. Pitta, Esq. EMMET, MARVIN & MARTIN LLP 120 Broadway, 32nd Floor New York, NY 10271 Telephone: (212)238-3000 Facsimile: (212)238-3100 E-mail: ezujkowski@emmetmarvin.com tpitta@emmetmarvin.com About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and a stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors won approval to sell substantially all assets to BlueStone Natural Resources II, LLC. BlueStone offered $240 million to acquire Quicksilver's oil and gas assets located in the Barnett Shale in the Fort Worth basin of North Texas, and $5 million for those assets located in the Delaware basin in West Texas. QUICKSILVER RESOURCES: Want to Continue Using Cash Collateral ------------------------------------------------------------- Quicksilver Resources Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend the terms of the Court's Amended Final Order and allow the Debtors' continued use of the cash collateral. "As the Court is aware, the Debtors' consensual use of Cash Collateral under the Amended Final Order is set to expire on April 30, 2016. When the Amended Final Order was entered on December 14, 2015, the primary driving force behind the requested extension was to provide the Debtors with critical access to Prepetition Collateral, including Cash Collateral, while they sought to sell substantially all of their U.S. assets. The Debtors and their advisors have now brought that process to a conclusion by receiving Court approval of a $245 million all - cash sale to BlueStone Natural Resources II, LLC ("BlueStone") on January 27, 2016 and closing that transaction on April 6, 2016... With the sale of substantially all of the Debtors' U.S. assets to BlueStone closed, the principal remaining tasks in these chapter 11 cases are the negotiation and prosecution of a plan of liquidation and the distribution of sale proceeds to parties in interest. The Debtors continue to require access to Cash Collateral during that process to fund their remaining operations (i.e., pay employees, preserve remaining assets, etc.) and properly wind down their estates. If ongoing consensual access to Cash Collateral is not maintained, the Debtors will be forced to either undertake the complex, time-consuming, and costly task of determining what cash or other assets, if any, remain unencumbered or, to the clear detriment of all parties, convert these cases to cases under chapter 7. Both such results would materially harm the Debtors' estates and creditors, and permitting either when these chapter 11 cases are otherwise nearing their logical and value-maximizing conclusion simply defies reason," the Debtors contend. The Debtors believe that the more appropriate outcome is to continue the carefully balanced Cash Collateral arrangement that has been in place since the beginning of the cases while thy progress toward confirmation of a liquidating plan. The Debtors contend that such arrangement should continue to include adequate protection payments to the Second Lien Parties, which, given the availability of the recharacterization remedy, the sale price of the Debtors' assets, and the Second Lien Parties' undersecured position, are effectively nothing more than installment payments on the Second Lien Parties' secured claims. The material modifications reflected in the Second Amended Final Order, among others, are as follows: (a) Termination: The Debtors' right to use Cash Collateral pursuant to the Second Amended Final Order will instead terminate without further notice or court proceeding on the earlier to occur of (i) Aug. 15, 2016, or (ii) any of the Termination Events specified in the Second Amended Final Order. (b) Cash Sweep: The requirement that the Debtors deposit into the U.S. Operating Account on the first business day of each month cash that does not constitute Cash Collateral in an amount equal to no less than $7.5 million has been eliminated, effective May 1, 2016. (c) Reporting: Certain reporting requirements have been modified or eliminated because, among other reasons, they are either no longer (i) necessary in light of the sale to BlueStone or (ii) possible due to the bifurcation of estates associated with Canadian Borrower's commencement of cases under the Companies' Creditors Arrangement Act in the Court of Queen's Bench in Alberta, Canada on March 8, 2016. The Debtors' Motion is scheduled for hearing on May 17, 2016 at 10:00 a.m. The deadline for the filing of objections to the Debtors' Motion is set on May 10, 2016 at 4:00 p.m. Quicksilver Resources Inc. and its affiliated debtors are represented by: Paul N. Heath, Esq. Amanda R. Steele, Esq. Rachel L. Biblo, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 E-mail: heath@rlf.com steele@rlf.com biblo@rlf.com - and - Charles R. Gibbs, Esq. Sarah Link Schultz, Esq. Travis A. McRoberts, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Telephone: (214)969-2800 Facsimile: (214)969-4343 E-mail: cgibbs@akingump.com sschultz@akingump.com tmcroberts@akingump.com About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and a stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors won approval to sell substantially all assets to BlueStone Natural Resources II, LLC. BlueStone offered $240 million to acquire Quicksilver's oil and gas assets located in the Barnett Shale in the Fort Worth basin of North Texas, and $5 million for those assets located in the Delaware basin in West Texas. REPUBLIC AIRWAYS: Committee Hires Skyworks as Financial Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Republic Airways Holdings, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Skyworks Capital, LLC as co-financial advisor to the Committee, nunc pro tunc to March 4, 2016. The Committee requires Skyworks to: (a) assess the Debtors' business and operations (including financial implications related thereto); (b) analyze the Debtors' aircraft fleet and fleet plan, including in relation to proposed negotiations of aircraft financing arrangements and section 1110 elections; (c) analyze the Debtors' fleet maintenance conditions, maintenance forecast and heavy maintenance contracts; (d) analyze claims arising from section 1110 elections; (e) assist with identifying and implementing aircraft redeployment opportunities and/or asset divestitures; (f) analyze the assumption and rejection issues regarding maintenance contracts and other executory contracts and leases; (g) assess the implications of restructuring activities on residual value guarantees; (h) analyze business implications and potential claims arising from modifications to Capacity Purchase Agreements; (i) expert testimony and written reports as may be requested by the Committee in support of services provided herein; and (j) provide such other advisory services with respect to the Company's financial issues as may from time to time be agreed upon between the Committee and SkyWorks. SkyWorks will be paid at these hourly rates: Level Hourly Rate ----- ----------- Managing Director $1,050 Senior Vice President $900 Vice President $675 Associate (Senior) $550 Associate (Junior) $475 Analyst (Senior) $400 Analyst (Junior) $300 SkyWorks will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven T. Gaal, managing director of Skyworks Capital, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. SkyWorks can be reached at: Steven T. Gaal SKYWORKS CAPITAL, LLC 283 Greenwich Avenue Greenwich, CT 06830 Tel: (203) 983-6677 Fax: (203) 983-6678 About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean,and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. RIO MOBILE: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: Rio Mobile Home and R.V. Parks, Inc. 8801 Boca Chica Boulevard Brownsville, TX 78521 Case No.: 16-10150 Chapter 11 Petition Date: May 10, 2016 Court: United States Bankruptcy Court Southern District of Texas (Brownsville) Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Marcos Demetrio Oliva, Esq. MARCOS D. OLIVA, PC 223 W. Nolana McAllen, TX 78504 Tel: 956-683-7800 Fax: 866-868-4224 E-mail: marcos@olivalawfirm.com Total Assets: $16,117 Total Liabilities: $1.82 million The petition was signed by Dean Gutierrez, Sr., president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb16-10150.pdf RUFFING CARE: Long-Term Care Ombudsman Satisfied With Closure ------------------------------------------------------------- Beverly L. Laubert, the State Long-Term Care Ombudsman for Ohio, has issued a report for Ruffing Care, Inc., dated May 2, 2016. After Court approval of the sale of the home, the State Long-Term Care Ombudsman reviewed Diana L. Ruffing's draft letter to residents notifying them of the closure and suggested changes to provide more thorough and accurate information. On April 1, 2016, four ombudsman representatives -- one from the state ombudsman office and three from the regional program -- visited the homes and talked with each resident and as many sponsors as possible. Each resident was interviewed to determine preferences for new homes. Subsequently, the ombudsman representative made four visits and numerous phone calls. These contacts included providing information about other homes, assuring that appropriate homes and agencies completed requirements and processes such as level of care determinations and assisted living assessments, and continuous communication with Ruffing staff. The last resident moved on April 25, 2016. The ombudsman representative maintained a list of all residents and their new addresses and has begun visiting each resident to assure satisfaction with new living arrangements. During the transition, the ombudsman made observations and interviewed residents and families to continue monitoring quality of services and identified no serious concerns. She also reviewed and received detailed information about the maintenance of resident fund accounts and return of funds that the home managed and was satisfied with the outcome. About Ruffing Care Ruffing Care, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 16-32960) on Sept. 10, 2015. The Debtor operates a private nursing home. Judge Mary Ann Whipple presides over the Debtors' cases. The Law Offices of Levinson LLP and Scott H. Scharf Co., LPA, serves as the Debtors' counsel. Pioneer Health Services listed $111,500 in total assets and $1.56 million in total liabilities. The petition was signed by Diana L. Ruffing, president. SABINE OIL: Court Denies Creditors' Motion for Stay Pending Appeal ------------------------------------------------------------------ Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York, denied the Official Committee of Unsecured Creditors of Sabine Oil & Gas Corporation, et al.'s motion for stay pending appeal of the Court's order denying the "STN Motions." The STN Motions consist of: (i) the first and second Motions filed by the Official Committee of Unsecured Creditors for leave, standing and authority to commence and prosecute certain claims and causes of action on behalf of the Debtors' estates; (ii) the Motion filed by the Forest Notes Indenture Trustees for leave, standing and authority to prosecute, and if appropriate, settle certain claims on behalf of the estate of Debtor Sabine Oil & Gas Corporation. Objections to the Committee's Motion were filed by the Debtors and Sabine Directors Duane Radtke, David Sabrooks, and John Yearwood. "After balancing the parties' interests here and after considering each of the factors in the test for granting a stay pending appeal, the Court finds that the goals of promoting the restructuring of the Debtors' obligations, the preservation of the Debtors' business, and the Debtors' emergence from chapter 11 are issues of significant public interest that are best met by denying the stay requested here... the Court hereby denies the request for a stay. Because the Court denies the Motion, it declines to address the issue of whether the Committee should be required to post a bond at this stage of the proceedings and also declines to rule on the Committee's request for a stay of the effectiveness of the STN Order to the extent it would cause the expiration of the Challenge Deadline set forth in the Cash Collateral Order. The Court will address these issues in future proceedings should the need arise subsequent to the disposition of the pending appeals. The parties are directed to submit an order consistent with this decision," Judge Chapman held. Sabine Oil & Gas Corporation and its affiliated debtors are represented by: James H.M. Sprayregen, Esq. Paul M. Basta, Esq. Jonathan S. Henes, Esq. Christopher Marcus, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212)446-4800 Facsimile: (212)446-4900 E-mail: james.sprayregen@kirkland.com paul.basta@kirkland.com jonathan.henes@kirkland.com christopher.marcus@kirkland.com - and - Gabor Balassa, Esq. Ryan Blaine Bennett, Esq. A. Katrine (Katie) Jakola, Esq. Britt Cramer, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Telephone: (312)862-2000 Facsimile: (312)862-2200 E-mail: gabor.balassa@kirkland.com ryan.bennett@kirkland.com katie.jakola@kirkland.com britt.cramer@kirkland.com Sabine Directors Duane Radtke, David Sambrooks and John Yearwood are represented by: Steven J. Reisman, Esq. Theresa A. Foudy, Esq. Kevin A. Meehan, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE, LLP 101 Park Avenue New York, NY 10178 Telephone: (212)696-8860 Facsimile: (212)697-1559 E-mail: sreisman@curtis.com tfoudy@curtis.com kmeehan@curtis.com The Official Committee of Unsecured Creditors is represented by: Mark R. Somerstein, Esq. Keith H. Wofford, Esq. D. Ross Martin, Esq. Douglas Hallward-Driemeier, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036 Telephone: (212)596-9000 Facsimile: (212)596-9090 E-mail: mark.somerstein@ropesgray.com keith.wofford@ropesgray.com Wells Fargo, National Association, as First Lien Agent, is represented by: Margot B. Schonholtz, Esq. Robert H. Trust, Esq. LINKLATERS LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (212)903-9000 Facsimile: (212)903-9100 E-mail: margot.schonholtz@linklaters.com robert.trust@linklaters.com Wilmington Trust N.A., as Second Lien Agent, is represented by: Brian S. Hermann, Esq. Moses Silverman, Esq. Kyle J. Kimpler, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212)373-3545 Facsimile: (212)492-0545 E-mail: bhermann@paulweiss.com msilverman@paulweiss.com kkimpler@paulweiss.com FRC Founders Corporation, et. al., are represented by: Andrew J. Rossman, Esq. Susheel Kirpalani, Esq. Julia M. Beskin, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Telephone: (212)849-7000 Facsimile: (212)849-7100 E-mail: andrewrossman@quinnemanuel.com susheelkirpalani@quinnemanuel.com juliabeskin@quinnemanuel.com Richard J. Carty, et. al., are represented by: Kenneth R. David, Esq. Daniel A. Fliman, Esq. KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, NY 10019 Telephone: (212)506-1893 Facsimile: (212)506-1800 E-mail: kdavid@kasowitz.com dfliman@kasowitz.com The Forest Notes Indenture Trustees are represented by: Robert J. Stark, Esq. Daniel J. Saval, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Telephone: (212)209-4800 Facsimile: (212)209-4801 E-mail: rstark@brownrudnick.com dsaval@brownrudnick.com The Bank of New York Mellon Trust Company, N.A. as Trustee under the 2017 Notes Indenture is represented by: Daniel H. Golden, Esq. Philip C. Dublin, Esq. Abid Qureshi, Esq. AKIN, GUMP, STRAUSS, HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212)872-8010 Facsimile: (212)872-1002 E-mail: dgolden@akingump.com pdublin@akingump.com aqureshi@akingump.com - and - Edward P. Zujkowski, Esq. Thomas A. Pitta, Esq. EMMET, MARVIN & MARTIN, LLP 120 Broadway, 32nd Floor New York, NY 10271 Telephone: (212)238-3021 E-mail: ezujkowski@emmetmarvin.com tpitta@emmetmarvin.com About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SEMINARY WOODS: Bid for Real Property Due May 22 ------------------------------------------------ By order of the United States District Court, Western District of Kentucky, Louisville Division (Case No. 3:13-CV-297-CRS) and pursuant to Section 2001(b), notice is given of a final offer for the private sale of real property in action styled PNC Bank, National Association v. Seminary Woods LLC et al. The Court has preliminary approved Regency Tower Acquisition LLC as top bidder for the purchase of the real property, a condominium development owned by Seminary Woods, located at 600 Seminary Woods Place in Louisville, Jefferson County, Kentucky for $9,025,000. Pertinent terms of the purchase offer from Regency Tower are: a) an earnest money deposit of $100,000 upon acceptances of offer; b) $100,000 additional escrow fund 30 days thereafter; c) due diligence period of 30 days; d) close date within 30 days following due diligence period; e) purchaser will pay for survey, title insurance policy, all third-party reports and all transfer taxes; and f) property to be conveyed by quitclaim deed. Any offer of 10% or greater of the offering price is required to be considered by the Court. Any qualified person or entity desiring to submit a bona fide offer must send the offer to: NTS Development Company Attn: Brian F. Lavin 600 North Hurstbourne Parkway, Suite 300 Louisville, Kentuck 40222 Offer can also be send to regencytowersale@ntsdevco.com All bona fide offers must be received in writing 14 days from May 22, 2016. A confirmation hearing will take place on June 15, 2016, at 3:00 p.m., eastern daylight saving time, at the United States District Court, Western District of Kentucky, 601 West Broadway, Louisville, Kentucky. SFX ENTERTAINMENT: Bar Date for Filing Proofs of Claim Set ---------------------------------------------------------- U.S. Bankruptcy Judge Mary F. Walrath has set the general bar date for filing proofs of claim so as to be actually received on or before 5:00 p.m. (Prevailing Eastern Time) on the date that is 33 days after mailing of the Bar Date Notice. The Governmental Unit Bar Date is set on Aug. 1, 2016, at 5:00 p.m. (Prevailing Eastern Time). About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: Can Employ E&Y as Tax Advisor ------------------------------------------------ U.S. Bankruptcy Judge Mary F. Walrath authorized SFX Entertainment, Inc., to retain and employ Ernst & Young LLP as tax advisors to the Debtors, nunc pro tunc to Feb. 25, 2016. E&Y LLP's fees for its services will be based on the time that its professionals spend performing them, as adjusted annually on July 1 while such services are being performed. The rates, by level of professional, currently are as follows: Principal/Partner $965 Executive Director $916 Manager/Senior Manager $720 to $815 Staff/Senior $300 to $535 In addition to the fees set forth above, the Debtors have agreed to reimburse E&Y LLP for direct expenses incurred in connection with the performance of the services. Howard J. Tucker, a partner of E&Y LLP, assures the Court that the Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor. About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $662 million and total debt of $490 million. Greenberg Traurig, LLP, serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: Can Implement Key Employee Retention Plan ------------------------------------------------------------ SFX Entertainment, Inc., sought and obtained authorization to implement key employee incentive plans and a key employee retention plan. The Court also granted administrative expense status to bonuses paid under the plans. Without the expertise of the Debtors' senior management teams to efficiently and effectively operate the Debtors' businesses and the proper incentives to induce them to commit the time necessary to successfully navigate the Debtors through the Chapter 11 cases, the Debtors' ability to successfully reorganize will be significantly inhibited. It is critical that the Debtors' senior managers, who continue to work against the backdrop of uncertainty regarding their continued employment, be properly incentivized and motivated to work harder than ever before to enhance the Debtors' operational performance and execute a comprehensive restructuring so as to maximize value for all of the Debtors' constituents. The Debtors worked with their advisors, their crisis and turnaround manager, FTI Consulting, Inc., their Chief Restructuring Officer, Michael Katzenstein and their Associate Chief Restructuring Officer, Christopher Nicholls, to develop the terms of the KEIPs and to establish a structure for incentives thereunder designed to motivate the participants in each KEIP to help the Debtors achieve certain important business objectives throughout these Chapter 11 Cases. KEIP payouts would not be made until the Debtors emerge from chapter 11, the Debtors seek to assure KEIP Participants that their continued hard work and success will ultimately be rewarded. In the Debtors' business judgment, incentivizing the KEIP Participants is critical in order to ensure that these key members of the Debtors' retained businesses continue in their efforts to successfully maximize value for the benefit of all of the Debtors' stakeholders. FTI has determined the cost of the proposed KEIPs to be within the range of market practice as compared to the plans proposed and approved at similarly-situated companies. Payments under both KEIPs will not exceed $200,000 per KEIP Participant, or 80% of annual base salary, with proposed target payments ranging from $60,000 to $150,000 and maximum payments ranging from $110,000 to $200,000. In the aggregate, the proposed target cost is $975,000, with a maximum total cost for the nine currently and tentatively identified KEIP Participants of $1.5 million. As a percentage of the target award, the maximum total awards for currently and tentatively identified KEIP Participants is approximately 154%, which is nearly within the range found in comparable plans proposed by similarly-situated companies. The target payments under the proposed KEIPs range from 25% to 60% of the KEIP Participants' annual base salary. Therefore, the individual and aggregate target and maximum payments are well within the range of comparable KEIP transactions. The assistance of the KEIP Participants will be critical to the Debtors' ability to drive an expeditious chapter 11 process and maximize value for the Debtors' estates. Not only have the KEIP Participants continued to fulfill the normal tasks and projects required by the normal terms of their employment, but they have been, and will continue to be, required to expend additional time and resources on tasks relating to the Debtors' reorganization process. In order to effectively and efficiently accomplish a successful restructuring and reorganization that maximizes recovery for all stakeholders, the Debtors determined that formulating the KEIPs was in the best interest of their estates and all parties in interest. The KEIPs will help ensure that the key executives and employees designated by the CRO, in consultation with the Special Committee, are properly motivated to maximize value for the Debtors, their estates, their creditors and other parties in interest. The use of key employee incentive plans is common practice in chapter 11 cases. The structure of the plans varies based on the unique circumstances of each case, but the general terms and conditions are consistent with the KEIPs proposed by the Debtors. U.S. Trustee Objects Acting U.S. Trustee Andrew Vara tells the Court that SFX does not disclose in the Incentive Program Motion who will be participating in the Incentive Programs, such persons' job titles, responsibilities, current salaries, and proposed incentive payment amounts, nor do they disclose the revenue or other goals that will entitle participants to receive incentives or payments. SFX does not, because it cannot, explain in the Incentive Program Motion how the revenue and other Incentive Program targets were established, because the Incentive Program Motion seeks prospective approval of Incentive Programs that have not yet been developed. This leaves the U.S. Trustee, the Court, and other parties-in-interest to speculate on the degree of difficulty in achieving those targets and whether those performance goals virtually guarantee that prospective participants (whoever they are) will receive payments under the Incentive Programs. In addition, SFX does not disclose in the Incentive Program Motion the dates and amounts of any bonuses or incentive compensation already paid to potential participants during the one-year period preceding the petition date. Similarly, SFX does not disclose whether the Incentive Programs are in lieu of, or in addition to, other bonuses or incentive compensation that may be earned by participants. The U.S. Trustee is represented by: Hannah Mufson McCollum, Esq. J. Caleb Boggs Federal Building 844 N. King Street, Room 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 E-mail: hannah.mccollum@usdoj.gov Debtors Reply to Objection Although the U.S. Trustee now has no objection to the content of the Plan, the U.S. Trustee objects to the Debtors' efforts to file under seal the identities of the non-core business unit (NCU) KEIP Participants, their respective salary amounts, and the hurdle sale prices set by the Debtors to establish thresholds for each NCU before the NCU KEIP Participants may receive payments. The Debtors have proposed to disclose (i) the hurdle sale prices in respect of a particular NCU following the closing of the sale of such NCU; and (ii) the identities of the NCU KEIP Participants and their respective salary and bonus amounts following the closing of all three NCUs designated for sale. The Debtors believe this represents a reasonable resolution to the Objection. The proposed NCU KEIP is specifically designed to incentivize senior management of the NCUs to obtain the greatest possible recovery for stakeholders for a sale of the Debtors' respective NCUs. In order to achieve the NCU KEIP targets, senior management will assume significant additional duties related to the NCU sales, including responding to diligence requests and continuing to perform their day-to-day job functions. Without the diligent and motivated assistance of these critical managers, the Debtors' efforts to market and sell the NCUs -- and by extension, the Debtors' restructuring efforts -- will be significantly harmed. The Debtors seek to file information relating to the NCU KEIP Participants' identities, salaries and bonus amounts under seal so these critical managers are not distracted from their efforts to maximize value for the Debtors' estates. Further, the Debtors seek to file the sale hurdle prices under seal so as not to artificially impair their NCU sale processes. Committee Responds The Committee states that the Motion did not contain the necessary data or information to enable the Committee to evaluate the merits of the NCU KEIPs and NCU KERPs or the proposed payments to be made. The Committee communicated its concerns and informational requests to the Debtors. The Committee was also not provided with the analyses used by the Debtors' financial advisors to support the contention that the NCU KEIPs and NCU KERPs are consistent with market norms. The Committee's professionals communicated these concerns to the Debtors. On March 15, 2016, the Debtors provided the Committee's professionals with a confidential information package providing additional information on the NCU KEIPs and NCU KERPs. This information included, among other things, the program benchmarks, performance metrics, proposed payments and the names and job titles of each participant that were absent from the Motion. On March 16, 2016, the Committee's professionals discussed the Committee's concerns with the CRO and the Debtors' professionals and was advised that the Debtors will be supplementing the Motion with additional information to address the Committee's concerns as well as concerns of the Office of the United States Trustee. The Debtors' subsequent disclosures and representations, as more fully explained below, have addressed the substantive issues and concerns regarding the implementation of the proposed NCU KEIPs and NCU KERPs and, based thereon the Committee does not oppose the Motion. The Committee is represented by: Bradford Sandler, Esq. Debra I. Grassgreen, Esq. Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com dgrassgreen@pszjlaw.com About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: Files Schedules of Assets and Liabilities ------------------------------------------------------------ SFX Entertainment, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $8,802,398 B. Personal Property $213,050,003 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $325,000,000 E. Creditors Holding Unsecured Priority Claims $40,390 F. Creditors Holding Unsecured Non-Priority Claims $126,308,507 ----------- ----------- Total $221,852,401 $451,348,897 A copy of the Amended Schedules is available for free at: http://is.gd/eBWzav About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: Seeks to Extend Removal Deadline to July 29 -------------------------------------------------------------- SFX Entertainment, Inc., seeks entry of an order enlarging the time to file notices of removal under Bankruptcy Rule 9027(a) through the later of: (i) July 29, 2016, which is 89 days after the current deadline for the Debtors to file notices to remove claims or causes of action which were pending as of the Petition Date; or (ii) any later date prescribed by Bankruptcy Rule 9027(a)(2) and (a)(3). The Debtors are party to multiple civil proceedings which will require a case-by-case analysis to determine the merits of seeking the removal as to each case. However, the Debtors have been forced to focus on a myriad of other time-sensitive items in the early days of these Chapter 11 Cases, including, among other things, debtor-in-possession financing issues, numerous operational issues and issued related to the Debtors' foreign non-Debtor subsidiaries, non-core asset sales, and preparing the Debtors' schedules and statements of financial affairs for these Chapter 11 Cases. As a result, the Debtors and their professionals have not yet determined whether the Debtors should seek removal of any proceedings pursuant to Bankruptcy Rule 9027(a). Accordingly, the Debtors believe that the most prudent and efficient course of action is to extend the removal period by 89 days through and including July 29, 2016. About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $662 million and total debt of $490 million. Greenberg Traurig, LLP, serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SFX ENTERTAINMENT: US Trustee Appoints Consumer Privacy Ombudsman ----------------------------------------------------------------- U.S. Bankruptcy Judge Mary F. Walrath has directed the U.S. Trustee to appoint a Consumer Privacy Ombudsman in accordance with Section 332(a) of the Bankruptcy Code. As a result, Andrew R. Vara, Acting United States Trustee for Region 3, appointed Elise S. Frejka as the Consumer Privacy Ombudsman. Ms. Frejka can be contacted at: Elise S. Frejka Frejka PLLC 205 East 42nd Street, 20th Floor New York, NY 10017 Tel: (212) 641-0848 The Consumer Privacy Ombudsman (CPO) will be compensated upon approval of the Court and the request for compensation for time charges and reimbursable expenses of the CPO and any professionals the CPO in his duties. About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SH 130 CONCESSION: Seeks Nod to Hire Jackson Walker --------------------------------------------------- SH 130 Concession Company, LLC, is seeking approval to employ Jackson Walker LLP as secondary counsel. The Debtors filed a supplement to the application to clarify, to the extent necessary, that the proposed scope of their requested retention of Jackson Walker includes representation of the Debtors on a post-petition basis for various non-bankruptcy matters, including corporate, litigation, and general business matters in addition to representation in these bankruptcy cases. Furthermore, Jackson Walker will segregate time allocable to such representation in a separate billing category for "Non-bankruptcy matters" or "Business Operations," as appropriate. The Application includes a request to retain Jackson Walker for representation on a postpetition basis for such various non-bankruptcy matters, and the scope of Jackson Walker's representation of the Debtors in these bankruptcy cases specifically includes these non-bankruptcy matters occurring in the ordinary course of the Debtors' businesses. About SH 130 Concession Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the "Concessionaire") was formed to finance, develop, design, construct, operate, and maintain segments five and six of Texas State Highway 130 (the "Tollway") in partnership with the Texas Department of Transportation. The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016. The petitions were signed by Alfonso Orol as chief executive officer. The Debtors estimated both assets and debts in the range of $1 billion to $10 billion. Toll Road - 56 and TX 56 are holding companies that collectively hold the equity interests in the Concessionaire. They have no operations and have no creditors. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk LLC as notice, claims, solicitation, balloting and tabulation agent. Judge Tony M. Davis has been assigned the case. SPINNERET ACQUISITIONS: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------------- The U.S. trustee for Region 17 on May 10 appointed three creditors of Spinneret Acquisitions, LLC, to serve on the official committee of unsecured creditors. The committee members are: (1) Ruppert Family Electronics dba: Alpine Electronics Attn: Julie Ruppert 2211 Lincoln Ave. San Jose, CA 95125 (2) Heilind Electronics Attn: Sandy Fritchie 26570 Aqoura Rd., #100 Calabasas, CA 91302 (3) Anixter Inc. Attn: Melissa Kobus 5055 E. Landon Dr. Anaheim, CA 92807 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 Spinneret Acquisitions Spinneret Acquisitions, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of California (San Jose) (Case No. 16-51191) on April 21, 2016. The petition was signed by David McKee, authorized representative. The Debtor is represented by Robert M. Aronson, Esq., at the Law Office of Robert M. Arons. The case is assigned to Judge Dennis Montali. The Debtor disclosed total assets of $1.27 million and total debts of $2.32 million. STEREOTAXIS INC: Reports 2016 First Quarter Financial Results ------------------------------------------------------------- Stereotaxis, Inc., reported a net loss of $2.27 million on $8.64 million of total revenue for the three months ended March 31, 2016, compared to a net loss of $3.13 million on $9.53 million of total revenue for the same period in 2015. As of March 31, 2016, Stereotaxis had $15.2 million in total assets, $34.8 million in total liabilities and a total stockholders' deficit of $19.6 million. "We made significant progress in several strategic areas in the first quarter, including continued year-over-year growth of ventricular tachycardia (VT) procedures and further momentum in our newest major market--Japan," said William C. Mills, Stereotaxis chief executive officer. "With our third consecutive quarter of greater than 20% year-over-year growth in VT procedures, we are beginning to see the benefits of our ongoing efforts to build awareness worldwide of the outstanding efficacy, efficiency, and safety of our technology with these complex and, typically, very challenging procedures. "In March, we announced the publication of a special supplement to the Journal of Cardiovascular Electrophysiology, which features seven peer-reviewed clinical papers studying the results of the use of our magnetic navigation platform in ablation of complex arrhythmias, including VT. As the body of independent clinical evidence supporting the unique capabilities of our platform in VT ablations continues to grow, we believe we are well positioned to build a significant franchise in this relatively untapped market. At the same time, we are very gratified by the improved clinical outcomes being achieved with our platform in atrial fibrillation (AF) procedures, such as those reported recently by Lund University Hospital in Sweden. Physicians should continue to see outstanding results in AF as we further develop and commercialize an expanded set of cutting-edge automation features. This progress, combined with our growing success in VT, helped stabilize total procedure count for the quarter compared to last year and enabled our highest quarterly volume since the fourth quarter of 2014. "During the quarter, we shipped our fourth Niobe system to Japan and reached a milestone of more than 120 patients treated with the Niobe system at Takatsuki General Hospital, which completed patient enrollment for the required post-market surveillance in this key market. The Asia-Pacific market is emerging as a meaningful contributor to procedure growth, with procedures increasing approximately 100% year over year in the first quarter and now representing nearly 10% of our total procedures worldwide," Mr. Mills concluded. At March 31, 2016, Stereotaxis had cash and cash equivalents of $1.6 million and unused borrowing capacity of $4.9 million on its revolving line of credit with Silicon Valley Bank, resulting in total liquidity of $6.5 million. Cash burn was $3.2 million for the trailing twelve months, including cash burn of $3.9 million during the 2016 first quarter and free cash flow of $1.6 million during the fourth quarter. Cash burn in the first quarter 2016 increased compared to the prior year first quarter cash burn of $3.3 million due to working capital adjustments. The Company has total debt of $18.1 million related to HealthCare Royalty Partners long-term debt, net of deferred financing costs of $0.3 million. A full-text copy of the press release is available for free at: https://is.gd/SwanXa About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. Stereotaxis reported a net loss of $7.35 million on $37.67 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $5.20 million on $35.01 million of total revenue for the year ended Dec. 31, 2014. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification stating that the Company has incurred recurring losses from operations and has a net capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. SUNDEDISON, INC: Court Grants Interim Approval of DIP Financing --------------------------------------------------------------- SunEdison, Inc., and its affiliated debtors sought and obtained from Judge Stuart M. Bernstein, of the U.S. Bankruptcy Court for the Southern District of New York, authorization to obtain postpetition financing in the interim. The DIP Financing contains, among others, these relevant terms: (1) DIP Lenders: Banks and other Banks and other financial institutions or entities from time to time party to the DIP Credit Agreement as lenders. (i) Tranche A Lenders – initially, certain Prepetition First Lien Lenders and their affiliates. (ii) Tranche B Lenders – initially, certain Prepetition Second Lien Lenders and Prepetition Second Lien Noteholders and their respective affiliates and financial institutions. (2) Agent: Deutsche Bank AG New York Branch, as Administrative Agent (3) Borrower: SunEdison, Inc. (4) Guarantors: Certain subsidiaries of the Borrower identified in the DIP Credit Agreement and each other subsidiary of the Borrower who becomes a guarantor. (5) Commitment: (i) Term Loan Facility: $300 million, $90 million of which is available in connection with the Interim Order. (ii) Letter of Credit Facility: Deemed replacement of any Prepetition First Lien Letters of Credit which are extended or renewed during the period from the effective date of the DIP Credit Agreement until the entry of the Final Order with letters of credit issued under the DIP Credit Agreement. (6) Term/Maturity: The maturity date of the DIP Credit Agreement is the earliest of (a) the Business Day that is first anniversary of the date on which the condition to the initial funding have been satisfied, (b) 35 days after the entry of the Interim Order provided that approval by the Required Lenders to extend such period to 45 days after the entry of the Interim Order, if the Final Order has not been entered prior to the expiration of such period will not be unreasonably withheld, (c) the substantial consummation (which will be no later than the "effective date" thereof) of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Court, (d) the consummation of a sale of all or substantially all of the assets of the Loan Parties pursuant to section 363 of the Bankruptcy Code, and (e) the acceleration of the loans and the termination of all commitments in accordance with the DIP Credit Agreement. (7) Interest Rates: (i) Each loan that is a Base Rate Loan pursuant to the DIP Credit Agreement will bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the "Base Rate" plus the "Applicable Rate". (ii) Each loan that is a Eurocurrency Rate Loan will bear interest on the outstanding principal amount thereof at a rate per annum equal to the Eurocurrency Rate plus the Applicable Rate. "Without access to the DIP Facilities, the Debtors' business would suffer immediate harm. The DIP Facilities address the Debtors' deteriorating liquidity situation by providing the Debtors' with necessary capital to preserve the value of their estates. Without the DIP Facilities, the Debtors would be unable to meet their operational expenses and many of their projects would wither on the vine. Moreover, the DIP Facilities ensure that the Debtors can continue to support their TerraForm Power and TerraForm Global subsidiaries to which the Debtors provide personnel, operating and maintenance, corporate overhead, and other services and from which the Debtors' derive a substantial value," the Debtors averred. A full-text copy of the Interim Order, dated April 26, 2016, is available at http://is.gd/I0nDzJ SunEdison, Inc., and its affiliated debtors are represented by: Jay M. Goffman, Esq. J. Eric Ivester, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036-6522 Telephone: (212)735-3000 Facsimile: (212)735-2000 E-mail: jay.goffman@skadden.com eric.ivester@skadden.com - and - James J. Mazza, Jr., Esq. Louis S. Chiappetta, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, IL 60606-1720 Telephone: (312)407-0700 Facsimile: (312)407-0411 E-mail: james.mazza@skadden.com louis.chiappetta@skadden.com About SunEdison, Inc. SunEdison, Inc. is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc. and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. SUNEDISON INC: Creditors Committee Taps Weil Gotshal for Advice --------------------------------------------------------------- The newly minted Official Committee of Unsecured Creditors in the Chapter 11 cases of SunEdison, Inc., and its affiliated debtors have hired as proposed bankruptcy counsel: Matthew S. Barr, Esq. David J. Lender, Esq. Jonathan D. Polkes, Esq. Joseph H. Smolinsky, Esq. Jill Frizzley, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: matt.barr@weil.com david.lender@weil.com jonathan.polkes@weil.com joseph.smolinsky@weil.com jill.frizzley@weil.com As reported by the Troubled Company Reporter, the Office of the U.S. Trustee on April 29 appointed seven creditors of SunEdison, Inc., to serve on the Committee. The members are: (1) BOKF, N.A., as Indenture Trustee 1600 Broadway 3rd Floor Denver, CO 80202 Contact: George F. Kubin Telephone: (303) 864-7206 (2) AQR DELTA Master Account, L.P. 2 Greenwich Plaza, 4th Floor Greenwich, CT 06830 Contact: Melinda C. Franek, VP Telephone: (203) 742-3007 (3) Advantage Opportunities Fund, LP 1221 Brickell Ave, Suite 2660 Miami, FL 33131 Contact: Irvin Schlussel Telephone: (914) 714-0531 (4) D.E. Shaw Composite Holdings, LLC 1166 Avenue of the Americas, 9th Floor New York, NY 10036 Contact: Martin Lebwohl Telephone: (212) 478-0358 (5) Flextronics Industrial, Ltd. 600 Shiloh Road Plano, TX 75074 Contact: Donald Heap Telephone: (469) 223-9726 (6) Albemarle Corporation 451 Florida Street Baton Rouge, LA 70801 Contact: Michael Lutgring Telephone: (225) 388-7236 (7) Vivint Solar, Inc. 3301 N. Thanksgiving Way, Suite 500 Lehi, UT 84043 Contact: Jim Lundberg Telephone: (801) 234-7080 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 SunEdison, Inc. SunEdison, Inc. is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc. and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. An official committee of unsecured creditors has been appointed in the case. TESORO LOGISTICS: Moody's Assigns Ba3 Rating on $600MM Sr. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Tesoro Logistics, L.P. proposed aggregate offering of $600 million senior unsecured notes. The notes are being co-issued by Tesoro Logistics Finance Corp. The company primarily intends to use the notes proceeds to repay borrowings outstanding under both of TLLP's revolving credit facilities. TLLP's Ba2 Corporate Family Rating, stable outlook, and all other ratings are unchanged. As of March 31, 2016, TLLP had a combined $535 million outstanding under its revolving credit facilities. Borrowings consisted of $285 million of borrowings outstanding under its $600 million revolver, and $250 million outstanding under its $1 billion dropdown revolver. The $600 million of proceeds from this offering, will solidify the company's liquidity, ensuring ample availability under both revolvers throughout 2016. "TLLP's proposed bond offering is a largely debt neutral transaction which will provide full borrowing capacity under its revolving credit facilities to fund its continued growth," commented Arvinder Saluja, Moody's Vice President -- Senior Analyst. Issuer: Tesoro Logistics, L.P. Ratings Assigned: Add-on $250 Million Senior Unsecured Notes due 2021, Assigned at Ba3 (LGD4) $350 Million Senior Unsecured Notes due 2024, Assigned at Ba3 (LGD4) RATINGS RATIONALE TLLP's senior unsecured notes are rated Ba3, reflecting their junior position to both senior secured first lien revolving credit facilities' priority claim to company assets. The size of the senior secured claims relative to TLLP's outstanding senior unsecured obligations results in the notes being rated one notch below the Ba2 CFR, consistent with Moody's Loss Given Default Methodology. The unsecured notes have upstream guarantees from substantially all of TLLP's subsidiaries. TLLP's Ba2 CFR reflects its size and scale, and its importance to its general partner, Tesoro Corporation ("TSO", Ba1 positive), as the MLP provides critical infrastructure and a coordinated growth strategy. TLLP's CFR also reflects its stable cash flows from meaningful levels of long-term, fee-based contracts with minimum volume commitments, and its growth potential. Additional support from TSO is derived from supportive contract structures and its sizeable ownership stake in TLLP. The rating is restrained by TLLP's limited track record as both a MLP and with its portfolio of assets, an aggressive growth strategy and high distributions associated with its MLP structure. TLLP also has slightly elevated leverage (around 4.5x for LTM ended March 31, 2016,) which if it deteriorates might prompt a negative outlook. The company's SGL-3 rating reflects Moody's expectation for adequate liquidity into mid-2017. Pro forma for the proposed notes offering and repayment of revolver borrowings, liquidity is supported by $69 million of cash at March 31, 2016, as well as a combined $1.6 billion of undrawn borrowing capacity under its two first lien revolving credit facilities. The liquidity profile is constrained by the company's high payout ratio and need to finance any material growth through external sources. Both credit facilities are secured by substantially all of TLLP's assets, and mature in January 2021. Financial covenants require the interest coverage ratio to be at least 2.5x; consolidated net debt to EBITDA to be no greater than 5x, with an expansion to 5.5x during an acquisition period; and senior secured debt to EBITDA to be no greater than 3.75x, with an expansion to 4x during an acquisition period. Moody's expects adequate covenant compliance headroom through 2016. TLLP's stable rating outlook assumes that the company will maintain adequate distribution coverage (over 1x) and leverage under 5x. Its ratings could be upgraded if the company is successful in growing its size and scale while maintaining a favorable business risk profile and sustaining lower financial leverage (debt/EBITDA maintained at 4x or below). On the other hand, its outlook could be changed to negative or the ratings downgraded if debt/EBITDA were to be sustained above 4.5x, which could occur because of execution risks due to the acquisition, or if the company acquired a significant amount of new assets with a weak business risk profile. If TSO's credit quality were to materially decline, this would also pressure TLLP's ratings. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. Tesoro Logistics, L.P. is a master limited partnership headquartered in San Antonio, Texas. TESORO LOGISTICS: S&P Assigns 'BB' Rating on Proposed $350MM Notes ------------------------------------------------------------------ S&P Global Ratings Services assigned its 'BB' issue-level rating and '4' recovery rating to Tesoro Logistics L.P. and Tesoro Logistics Finance Corp.'s proposed $350 million senior unsecured notes due 2024. S&P's 'BB' issue-level rating and '4' recovery rating on Tesoro Logistics L.P. and Tesoro Logistics Finance Corp.'s $550 million 6.125% senior unsecured notes due 2021 are unchanged after the partnership announced its proposal to issue a $250 million add-on to the notes. The notes will total $800 million. The recovery rating of '4' indicates S&P's expectation of average (30% to 50%; higher end of the range) recovery if a payment default occurs. The partnership intends to use gross proceeds of the 2021 notes to repay amounts outstanding under the partnership's $1 billion dropdown credit facility, which amounts were used to pay off all amounts outstanding under and terminate the $250 million term loan facility. The proceeds of the term loan were used to fund a portion of the consideration for the storage and handling assets acquisition from Tesoro in November 2015. Tesoro Logistics intends to use the net proceeds of the 2024 notes offering to repay amounts outstanding under the $600 million revolving credit facility and for general partnership purposes. San Antonio-based Tesoro Logistics is a midstream energy partnership that gathers, transports, and stores crude oil and distributes, transports, and stores refined products. The partnership also owns and operates four natural gas processing complexes and one fractionation facility. S&P's corporate credit rating on Tesoro Logistics is 'BB', and the outlook is positive. RATINGS LIST Tesoro Logistics L.P. Corporate Credit Rating BB/Positive/-- Tesoro Corp. Corporate Credit Rating BB+/Positive/-- New Rating Tesoro Logistics L.P. Tesoro Finance Corp. $350 Mil. Senior Unsecured Notes Due 2024 BB Recovery Rating 4H TIMBERVIEW VETERINARY: Seeks to Hire Brown Schultz as Accountant ---------------------------------------------------------------- Timberview Veterinary Hospital, Inc., asks the Bankruptcy Court for authority to retain John P. Weidman, CPA, of Brown Schultz Sheridan & Fritz, as accountant. Brown Schultz Sheridan & Fritz and John P. Weidman, CPA have performed services for the Debtor prepetition. However, all such pre-petition sums were either paid in full in the ordinary course of business, or written off to the extent unpaid as of the date of the Petition. As such, Brown Schultz Sheridan & Fritz and John P. Weidman, CPA, are familiar with the Debtor's operations and finances. Further, the Debtor believes the services to be provided by Brown Schultz Sheridan & Fritz and John P. Weidman, CPA are necessary to an effective reorganization. All associates at Brown Schultz Sheridan & Fritz will be compensated at their appropriate hourly rates, based upon experience and seniority, upon approval of the Bankruptcy Court. About Timberview Veterinary Timberview Veterinary Hospital, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-01442) on Apr. 6, 2016. The Debtor operates a private nursing home. Henry W. Van Eck, Esq., serves as the Debtor's counsel. Pioneer Health Services listed estimated assets of between $0-$50,000 and estimated liabilities of between $100,001 and $500,000. The petition was signed by Sara E. Mummart, president. TRACK GROUP: Incurs $1.92 Million Net Loss in Second Quarter ------------------------------------------------------------ Track Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $1.92 million on $6.59 million of total revenues for the three months ended March 31, 2016, compared to net income attributable to common shareholders of $1.38 million on $4.81 million of total revenues for the same period in 2015. For the six months ended March 31, 2016, Track Group reported a net loss attributable to common shareholders of $4.04 million on $12.9 million of total revenues compared to a net loss attributable to common shareholders of $827,745 on $9.43 million of total revenues for the same six months ended March 31, 2015. As of March 31, 2016, Track Group had $52.3 million in total assets, $40.3 million in total liabilities and $11.99 million in total equity. "The Company currently is unable to finance its business solely from cash flows from operating activities. During the prior year, the Company supplemented cash flows to finance the business from borrowings under a credit facility, disgorgement funds, and from the sale and issuance of debt securities. No such borrowings or sales of equity securities occurred during the three or six months ended March 31, 2016. In addition to cash from operations, unused credit facilities, repayment of loans by our Chilean subsidiary, and additional funding from the Amended and Restated Facility Agreement with Conrent Invest S.A., available cash resources at March 31, 2016 are anticipated to meet the Company's working capital requirements for the next twelve months." As of March 31, 2016, the Company had unrestricted cash of $2,158,531 and a working capital surplus of $5,328,867, compared to unrestricted cash of $4,903,045 and a working capital surplus of $7,397,132 as of Sept. 30, 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/j2iy65 About Track Group Track Group (formerly SecureAlert) -- http://www.trackgrp.com/-- is a global provider of customizable tracking solutions that leverage real-time tracking data, best-practice monitoring, and analytics capabilities to create complete, end-to-end solutions. Track Group reported a net loss attributable to common shareholders of $5.66 million on $20.8 million of total revenues for the fiscal year ended Sept. 30, 2015, compared with a net loss attributable to common shareholders of $8.76 million on $12.26 million of total revenues for the fiscal year ended Sept. 30, 2014. TRILOGY INTERNATIONAL: S&P Raises CCR to 'B-' After Refinancing --------------------------------------------------------------- S&P Global Ratings raised its long-term corporate credit rating on Trilogy to 'B-' from 'CCC-'. At the same time, S&P assigned its 'CCC' issue-level rating to its $450 million senior secured notes due 2019, which are two notches below S&P's corporate credit rating, reflecting the structurally subordinated position of the holding company's debt to its subsidiaries. S&P is also withdrawing the rating on the 2016 senior secured notes. The outlook is stable. The rating upgrade follows Trilogy's redemption of its $450 million 2016 senior secured notes, with the proceeds from the issuance of new US$450 million senior secured notes maturing in 2019, which alleviates the risk of a short term financial distress. The refinancing improves the company's capital structure by extending its debt maturities and strengthening its liquidity. S&P's ratings on Trilogy reflect the company's small scale amid a very competitive environment, some geographic diversity (albeit lower than before the company completed the sale of its Trilogy Dominicana subsidiary in March 2016), and margins below those of its peers. S&P's assessment also considers Trilogy's exposure to relatively high country risk and a heavily regulated environment. Partially offsetting factors include our expectation that the company will grow due to a larger subscriber base, a greater proportion of postpaid customers in its portfolio, and an increase in fixed line and data services. S&P's ratings also incorporate its expectation of debt to EBITDA close to 4.0x in 2016. S&P also anticipates free operating cash flow (FOCF) will remain negative in 2016 because of the capital-intensive nature of the industry. The two-notch difference between the rating on the notes and the corporate credit rating is a result of its ratio of priority debt to consolidated assets, which exceeds 30%, creating a material disadvantage for the holding company creditors in a bankruptcy or liquidation scenario. The stable outlook reflects S&P's expectation that subscriber growth and data services will improve Trilogy's EBITDA generation, although S&P believes the company will continue generating FOCF deficits as a result of high capex. S&P could lower the ratings in the next 12 months if revenue and EBITDA were to decline, resulting in wider negative FOCF generation that could erode the company's cash position. Factors that could contribute to such a development are increased churn from its current customer base, a lower-than-expected postpaid customer base, or delayed expansion of its LTE services, preventing the company from supporting higher data demand. Although unlikely in the medium term, S&P could raise the ratings if there is no longer a perceived refinancing risk in the medium term, coupled with an improvement in the company's key financial metrics, leading to a debt to EBITDA ratio of less than 4.0x and FFO to debt of at least 20%. TRISTREAM EAST: 341 Meeting of Creditors Set for May 17 ------------------------------------------------------- The meeting of creditors of Tristream East Texas LLC is set to be held on May 17 at 10:00 a.m., according to a filing with the U.S. Bankruptcy Court for the Southern District of Texas. The meeting will take place at the Office of the U.S. Trustee, Suite 3401, 515 Rusk Avenue, Houston, 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 Tristream East Headquartered in Houston, Texas, Tristream East Texas, LLC is a wholly owned subsidiary of Tristream Energy, LLC, a Delaware limited liability company. The Debtor is a midstream operating company that provides gas gathering and processing services to producers from facilities in East Texas. Tristream East Texas filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. Case No. 16-31521) on March 30, 2016. The petition was signed by Reid Smith as CEO. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Coats Rose, P.C. serves as the Debtor's counsel. Judge David R. Jones has been assigned the case. TRUVEN HEALTH: S&P Raises CCR to 'BB' After IBM Deal ---------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on Truven Health Analytics Inc. to 'BB' from 'B' and removed it from CreditWatch, where it was placed with positive implications on Feb. 19, 2016. The outlook is stable. "The company was acquired by International Business Machine Corp. (IBM). The upgrade is based on our view that Truven is a strategically important subsidiary of IBM, resulting in a three-notch upgrade from its stand-alone credit profile of 'b'," said S&P Global Ratings credit analyst Jinsung Kim. S&P subsequently withdrew all ratings, including the corporate credit rating, because all of Truven's debt has been repaid or redeemed. VALEANT PHARMACEUTICALS: Expects to File Form 10-Q by June 10 ------------------------------------------------------------- Valeant Pharmaceuticals International, Inc., announced that it expects to file its Form 10-Q for the quarter ended March 31, 2016, with the Securities and Exchange Commission and the Canadian Securities Regulators on or before June 10, 2016, well in advance of the July 31, 2016 deadline contemplated in the company's amended Credit Agreement. The Company will provide details regarding its conference call and live webcast to discuss first quarter 2016 financial results in due course. In addition, the Company expects that quarterly filings for the quarter ending June 30, 2016, and thereafter will be filed with the Securities and Exchange Commission and the Canadian Securities Regulators on a timely basis under the applicable rules. The Company also reiterated its previously issued revenue and adjusted EPS (non-GAAP) guidance for the first quarter of 2016. About Valeant Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) -- http://www.valeant.com/-- is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. Valeant reported a net loss attributable to the Company of $291.7 million on $10.44 billion of revenues for the year ended Dec. 31, 2015, compared to net income attributable to the Company of $880.7 million on $8.20 billion of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Valeant had $48.96 billion in total assets, $42.93 billion in total liabilities and $6.02 billion in total equity. * * * Valeant carries a B2 Corporate Family Rating from Moody's Investors Service. As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said that it has lowered its corporate credit ratings on Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and placed both the corporate credit rating and the issue-level ratings on CreditWatch with developing implications. VIKING CRUISES: Moody's Lowers CFR to B2, Sees Earnings Drop ------------------------------------------------------------ Moody's Investors Service downgraded the long term ratings of Viking Cruises, Ltd. including its Corporate Family Rating to B2 from B1 and its Probability of Default Rating to B2-PD from B1-PD. The rating outlook remains stable. The downgrade reflects Moody's expectation that Viking's 2016 earnings will decline as a result of lower river cruise passenger loads and significant pricing pressure following the terrorist bombings in both Paris (November 2015) and Brussels (March 2016). Although Moody's believes Viking's ocean cruise business will generate solid growth, it remains a small portion of Viking's total business and the growth in ocean will not fully offset the pressure experienced in river. At the same time, Viking's debt levels are set to increase in both 2016 and 2017 to finance new ship deliveries for both its river cruise and ocean cruise businesses. The weaker earnings when combined with higher debt levels will result in Viking's debt to EBITDA weakening to around 6.5x in 2016 and EBITA to interest expense falling to 1.3x. Moody's expects leverage and coverage will remain around these levels thru the end of 2017 despite an expectation for a rebound in passenger loads and pricing. These ratings are downgraded: Corporate Family Rating to B2 from B1 Probability of Default Rating to B2-PD from B1-PD Senior unsecured notes to Caa1, LGD 5 from B3, LGD 5 RATINGS RATIONALE Viking's B2 Corporate Family Rating reflects its well-recognized brand name in a small market segment of the cruise industry. Viking estimates that it has nearly a 50% market share of the European River Cruise market. The rating also acknowledges Viking's lack of diversification in terms of geography and customer base. The rating considers that Viking's leverage and coverage are weak. Moody's estimates Viking's debt to EBITDA will increase to 6.5x in 2016 up from 5.7x at the end of fiscal 2015. EBITA to interest expense will fall to 1.3x in 2016 from 2.0x at the end of fiscal 2015. Viking's rating is supported by the solid growth of its ocean cruise business with an additional ocean cruise ship that joined its fleet in early 2016 and two new ocean ships scheduled for 2017. The rating is incorporates Viking's good liquidity as we expect Viking to maintain cash balances in excess of $300 million. However, Moody's notes that the level of customer deposits well exceeds Viking's level of cash balances. The rating is also supported by its good forward booking visibility and short lead time to build new river vessels which allows Viking to adjust river cruise capacity to demand trends. The stable outlook reflects Moody's expectation that the weak demand trends in Viking's river cruise business will abate in 2017 resulting in Viking's passenger loads and pricing trending back to more normalized levels. Given the recent downgrade, an upgrade in ratings is unlikely at the present time. However, over the longer term, ratings could be upgraded should it be likely that Viking will maintain debt to EBITDA below 5.75x and EBITA to interest expense above 1.75x while maintaining good liquidity. Ratings could be downgraded should Viking's liquidity weaken, or should it become likely that debt to EBITDA will remain above 7.25x and EBITA to interest expense will fall to 1.0x. Viking Cruises, Ltd. operates a fleet of 59 river cruise vessels and two ocean cruise vessels. Its river cruises operate in 30 countries largely in Continental Europe. In the mid 80% range of its customers are sourced from North America. Net cruise revenues are about $1 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. VISUALANT INC: May Issue 93,333 Shares Under Incentive Plan ----------------------------------------------------------- Visualant, Incorporated, filed a Form S-8 registration statement with the Securities and Exchange Commission to register 93,333 shares of common stock issuable under the Company's 2011 Stock Incentive Plan for a proposed maximum aggregate offering price of $839,997. A copy of the Form S-8 prospectus is available for free at https://is.gd/lZoOaR 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. As of Dec. 31, 2015, the Company had $2.43 million in total assets, $9.69 million in total liabilities, all current, and a total stockholders' deficit of $7.25 million. 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. WASHINGTON PROPERTIES: Chapter 11 Case Jointly Administered ----------------------------------------------------------- U.S. Bankruptcy Judge Alan M. Koschik has ordered that the captioned and numbered cases of Washington Properties, Inc.; Western Reserve of Medina, Ltd.; and MRR Properties, LLC, are consolidated for procedural purposes only, and will be jointly administered by the Court under Case No. 16-50883 pursuant to Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 1015(b). About Washington Properties Washington Properties, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 16-50883) on Apr. 18, 2016. The petition was signed by Michael R. Rose as president and CEO. The Debtor disclosed estimated assets of between $100,000 to $500,000 and estimated liabilities between $10 million and $50 million. Roderick Linton Belfance LLP serves as the Debtor's counsel. Hon. Alan M. Koschik presides over the case. WASHINGTON PROPERTIES: Sec. 341 Meeting of Creditors on June 9 -------------------------------------------------------------- The U.S. Trustee has scheduled the Section 341(a) meeting of creditors of Washington Properties, Inc., on June 9, 2016, at 1:00 p.m. About Washington Properties Washington Properties, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 16-50883) on Apr. 18, 2016. The petition was signed by Michael R. Rose as president and CEO. The Debtor disclosed estimated assets of between $100,000 to $500,000 and estimated liabilities between $10 million and $50 million. Roderick Linton Belfance LLP serves as the Debtor's counsel. Hon. Alan M. Koschik presides over the case. WEATHERFORD INT'L: Fitch Cuts Issuer Default Ratings to 'B+' ------------------------------------------------------------ Fitch Ratings has downgraded Weatherford International plc (Weatherford; NYSE: WFT) and its subsidiaries Long-Term Issuer Default Ratings (IDR) and senior unsecured ratings to 'B+' from 'BB'. Fitch has also assigned the secured term loan a rating of 'BB+/RR1', affirmed the amended unsecured bank facility rating at 'BB' and revised its Recovery Rating to 'RR2' from 'RR4'. The Rating Outlook remains Negative. The downgrade reflects the lower than previously expected E&P capital spending in 2016 and Fitch's lower and longer services recovery profile assumption. This is forecast to further challenge Weatherford's operating results and free cash flow (FCF) profile resulting in metrics remaining above Fitch's through-the-cycle levels for a 'BB' category credit over the rating horizon. The Negative Outlook considers the potential that persistently low oil & gas prices could extend the oilfield services down cycle beyond Fitch's current expectations and further heighten Weatherford's refinance risk. Fitch currently forecasts that FCF will be relatively modest and asset sale prospects challenged over the next few years. Fitch understands that, under its amended incurrence covenants, the company has the ability to issue additional unsecured guaranteed debt, subject to the greater of $750 million or a 2.5x pro forma specified senior debt-to-EBITDA ratio limitation (Fitch estimated capacity of approximately $1.4 billion as of March 31, 2016) prior to Dec. 31, 2016. Thereafter, the additional unsecured guaranteed debt incurrence limitation will only be subject to the 2.5x pro forma specified senior debt-to-EBITDA ratio. Fitch recognizes that this debt incurrence capacity, in conjunction with credit facility availability, helps to alleviate near-term liquidity and refinance risks. However, the forecasted need for additional non-operating cash flows over the rating horizon could limit the company's ability to meaningfully address its capital structure. Any potential unsecured guaranteed debt issuances may reduce the recovery prospects for the senior unsecured notes, possibly leading to further negative rating actions. The senior unsecured guaranteed bank facility Recovery Rating was upgraded to 'RR2' from 'RR4' reflecting the structurally senior priority of the revolving credit facility following the amendment that introduces guarantees by substantially all material HoldCos and all material OpCos in certain jurisdictions that directly or indirectly represent approximately 100% of EBITDA. Approximately $7 billion of debt, excluding short-term borrowings, is affected by today's rating action. A full list of ratings actions follows at the end of this release. KEY RATING DRIVERS Weatherford's ratings consider its position as the fourth largest international oil & gas services company, geographic diversification (North America [NA] has historically contributed 45%-50% of consolidated revenues), returns-focused strategic initiatives, and projected FCF profile leading to moderate further debt reduction over the rating horizon. These considerations are offset by the company's mixed asset quality and weaker than forecast through-the-cycle leverage metrics. MODESTLY POSITIVE 2016 FCF, ELEVATED METRICS FORECAST Fitch's rating case projects that Weatherford will be approximately $200 million FCF positive in 2016. This FCF estimate considers a Zubair settlement, full year of operating cost savings, maintenance capex levels, additional activity-linked working capital improvements, and further reductions in oilfield services demand. Fitch expects the company to allocate all anticipated surplus FCF towards debt repayment over the rating horizon. Debt/EBITDA metrics are currently forecast to increase further in 2016 to approximately 13.4x, including an assumed $750 million unsecured guaranteed debt issuance (12.1x excluding the issuance). Fitch assumes the unsecured guaranteed debt issuance is largely used for the repayment of the unsecured notes at maturity and the gross debt addition is temporary. Thereafter, Fitch's rating case forecasts that the leverage profile will exhibit moderate levels of oil & gas price-driven improvements leading to debt/EBITDA in the 5.5x-6.0x range by 2018. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Weatherford include: -- WTI oil price that trends up from $35/barrel in 2016 to a long-term price of $65/barrel; -- Henry Hub gas that trends up from $2.25/mcf in 2016 to a long- term price of $3.25/mcf; -- Consolidated revenue decline of over 35% in 2016 with greater declines in NA relative to international regions on average due to further global E&P capital spending reductions with a moderate recovery thereafter; -- Margins that exhibit a full year of cost improvements in 2016 with some moderate additional cost reductions assumed thereafter; -- Capital expenditures of $250 million in 2016 followed by similarly low levels of capex until operating cash flows exhibit meaningful growth; -- Year-over-year cash flow improvements related to Zubair contractual and severance costs; -- Assumed an incremental $750 million in unsecured guarantee- enhanced debt issued during 2016 with proceeds largely used to repay maturities; -- Application of surplus cash to debt repayment; -- Retention of international rig fleet. RATING SENSITIVITIES Positive: No positive rating actions are currently contemplated over the near term given the continued weakness in the oilfield services outlook and Fitch's projections for leverage that exceeds through-the-cycle levels. However, future developments that may, individually or collectively, lead to a positive rating action include: For an upgrade to 'BB-': -- Demonstrated commitment by management to lower gross debt levels; -- Track record by management of achieving operational and financial targets; -- Mid-cycle debt/EBITDA below 5.0x on a sustained basis. To resolve the Negative Outlook at 'B+': -- Demonstrated ability to effectively manage forecasted liquidity and refinance risks; -- Improved oilfield services outlook supported by pricing and/or activity level improvements; -- Mid-cycle debt/EBITDA of 5.0x-5.5x on a sustained basis. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Failure to manage FCF and/or capital market funding issues that further heighten liquidity and refinancing risks; -- Further material, sustained declines in oilfield services demand; -- Mid-cycle debt/EBITDA around 6.0x on a sustained basis. BANK TRANSACTION HELPS ALLEVIATE NEAR-TERM LIQUIDITY CONCERNS Weatherford had cash and equivalents of $464 million, as of March 31, 2016. The majority of cash has historically been held by foreign subsidiaries with $139 million denominated in exchange-restricted Angolan kwanza. Supplemental liquidity is principally provided by the company's recently amended $1.15 billion unsecured guaranteed credit facility due July 2019, which is subject to periodic reductions to a minimum commitment of $1 billion. Fitch notes, however, that the company will have access to an additional $229 million in non-extending bank credit facility commitments until July 2017. The credit facility had a pro forma balance of approximately $535 million, considering the $500 million term loan, as of March 31, 2016. MATURITY PROFILE Over the next five years, Weatherford has $600 million in 6.35% senior notes due June 2017, $500 million in 6% senior notes due in March 2018, $1 billion in 9.625% senior notes due March 2019, and $773 million in 5.125% senior notes due September 2020. The recently issued $500 million secured term loan is due July 2020, subject to quarterly amortization payments of $12.5 million beginning Sept. 30, 2016. The amended credit facility is subject to a Nov. 28, 2018 springing maturity if 50% of the $1 billion notes due March 2019 are not redeemed, repurchased, refinanced, or otherwise retired. Management has indicated that they expect to meet the upcoming maturities with a combination of cash on hand, FCF, potential land rig sale proceeds (management estimate of $500 million to $1 billion), and debt proceeds. However, Fitch currently forecasts that the company will largely need to use the credit facility and/or raise additional capital market proceeds to repay scheduled unsecured notes maturities and meet the amended credit facility's springing maturity provision. MODIFIED COVENANT PACKAGE The company's main financial covenants, as defined in the term loan and credit agreement, are a maximum Specified senior debt-to-EBITDA ratio of 3x (1.1x as of March 31, 2016; steps down to 2.5x in 2017), maximum Specified senior debt and letter of credit-to-EBITDA ratio of 4x (1.7x as of March 31, 2016; steps down to 3.5x in 2017), and minimum asset coverage ratio of 4x (14x as of March 31, 2016). Fitch highlights that the covenant package also allows for additional unsecured guaranteed debt, subject to the greater of $750 million or a 2.5x pro forma Specified senior debt-to-EBITDA ratio limitation (Fitch estimated capacity of approximately $1.4 billion as of March 31, 2016) prior to Dec. 31, 2016. Thereafter, the additional unsecured guaranteed debt incurrence limitation will only be subject to the 2.5x pro forma Specified senior debt-to-EBITDA ratio. Specified senior debt, as per the covenants, represents the secured term loan and unsecured debt enhanced by a guarantee. Other customary covenants contained in the indentures governing the senior unsecured notes restrict the ability to incur additional liens, engage in sale and leaseback transactions, and merge, consolidate, or sell assets, as well as change in control provisions. SECURITY AND GUARANTEES The term loan security package is a first lien on Weatherford International Ltd. (Weatherford Bermuda) with guarantees from the parent and Weatherford International, LLC (Weatherford Delaware), as well as guarantees from WOFS International Finance GmbH (Swiss) and Weatherford Worldwide Holdings GmbH, among others. The amended unsecured guaranteed credit facility is guaranteed by substantially all material HoldCos and all material OpCos in certain jurisdictions that directly or indirectly represent approximately 100% of EBITDA. Guarantees have also been provided by and between Weatherford Bermuda and Weatherford Delaware for all senior unsecured notes, effectively making the notes pari-passu and establishing cross-guarantees. Additionally, Weatherford International plc has guaranteed all obligations of its affiliates. Fitch believes that the term loan's first-lien security gives it priority over the unsecured guaranteed credit facility and senior unsecured notes. Further, Fitch views the guarantees provided by the material HoldCos and OpCos structurally subordinate the senior unsecured notes. OTHER CONTINGENT LIABILITIES Weatherford's pension obligations were underfunded by $124 million for the year ended 2015. Fitch believes that pension funding requirements are manageable relative to mid-cycle funds from operations and pension contributions. The company had nearly $1.6 billion in other contingent obligations on a multi-year, undiscounted basis as of Dec. 31, 2015. These obligations consisted of non-cancellable operating lease payments ($1.2 billion) and purchase obligations ($383 million). FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Weatherford International plc -- Long-term IDR downgraded to 'B+' from 'BB'. Weatherford International Ltd. (Bermuda) -- Long-term IDR downgraded to 'B+' from 'BB''; -- Senior secured term loan A rated 'BB+/RR1'; -- Senior unsecured guaranteed bank facility affirmed at 'BB' with the recovery rating revised to 'RR2' from 'RR4'; -- Senior unsecured notes downgraded to 'B+/RR4' from 'BB/RR4'; -- Short-term IDR affirmed at 'B'; -- Commercial paper program affirmed at 'B'. Weatherford International, LLC (Delaware) -- Long-term IDR downgraded to 'B+' from 'BB'; -- Senior unsecured notes downgraded to 'B+/RR4' from 'BB/RR4'. The Rating Outlook remains Negative. WESTMORELAND COAL: Amends Credit Facility with PrivateBank ---------------------------------------------------------- Westmoreland Coal Company, on May 3, 2016, entered into an amendment to its existing revolving credit facility with The PrivateBank and Trust Company and Bank of the West. The Amendment revised the credit facility to include as an event of default a material breach of a material contract by any borrower under the credit facility. Pursuant to the Amendment, "material contracts" are (i) all coal supply agreements and related agreements entered into by any Canadian borrower with Saskatchewan Power Corporation related to coal required to be supplied to Saskatchewan Power Corporation and (ii) any other single or series of related contracts or agreements that account for more than 10% of the consolidated revenues of the borrowers and their subsidiaries for the most recent year for which audited financial statements of the borrowers have been delivered to The PrivateBank and Trust Company, as administrative agent under the credit facility. The Amendment provides that a "material breach" is a breach by a borrower of a material contract that has resulted, or is reasonably expected to result, (i) in a material adverse change in the consolidated revenues of the borrowers and their subsidiaries under such material contract or (ii) in the operation of any mine by any person other than a borrower, which mine is subject to a coal supply agreement. Under the Amendment, the borrowers will have no grace period to cure any material breach of any coal supply agreement with Saskatchewan Power Corporation, but will have the opportunity to cure any material breach of any other material contract within 15 days after the earlier of the date on which (i) an executive officer of any borrower has become aware of such breach or (ii) any borrower has received notice of such breach from the administrative agent. A full-text copy of the Fifth Amendment to Second Amended and Restated Loan and Security Agreement is available for free at: https://is.gd/GvFRgk About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203.31 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173.11 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Westmoreland Coal had $1.50 billion in total assets, $2.10 billion in total liabilities and a total deficit of $601.88 million. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WHITE STAR: Moody's Affirms Caa2 CFR After Distressed Exchange -------------------------------------------------------------- Moody's Investors Service changed White Star Petroleum LLC's (WSTR) Probability of Default Rating to Caa2-PD/LD from Caa2-PD, while affirming its Caa2 Corporate Family Rating. At the same time, Moody's upgraded WSP's senior secured second lien notes rating to Caa2 from Caa3. The Speculative Grade Liquidity Rating was withdrawn. The ratings outlook is stable. The change to the Probability of Default Rating stems from WSTR's disclosure that it has repurchased $148 million of its senior secured second lien notes for $19.4 million at an average price of 13% of par. Moody's considers WSTR's repurchase of its debt at such a deep discount to par as a distressed exchange, which the ratings firm views as a default. Moody's appended the Caa2-PD PDR with an "/LD" designation indicating limited default, which will be removed after three business days. The upgrade to WSTR's senior secured second lien notes reflects the greater recovery prospects these notes enjoy due to the 59% reduction in notes outstanding following the repurchases as well as a reduction in the company's borrowing base to $50 million from $75 million Rating upgraded: Issuer: White Star Petroleum, LLC Senior Secured Second Lien Notes, upgraded to Caa2 (LGD 4) from Caa3 (LGD 4) Affirmations: Probability of Default Rating, Affirmed Caa2-PD/LD (/LD appended) Corporate Family Rating, Affirmed Caa2 Withdrawals: Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE The Caa2 Corporate Family Rating (CFR) reflects WSTR's very small scale, early-stage operations, largely undeveloped reserve base, concentrated in the Central Northern Oklahoma Woodford (CNOW) play, and leveraged capital structure. With fourth quarter 2015 net production of 7,800 barrels of oil equivalent per day, WSTR ranks among the smallest of its E&P peers which, along with the relatively complex geological composition of the CNOW play, restrains the rating. The rating is supported by the management team's track record and the company's substantial drilling inventory which provides visible production and cash flow growth potential. Moody's notes the company's recently announced $200 million acquisition of Mississippi Lime and Woodford Shale reserves, expected to close by June 30, 2016, will provide WSTR with needed scale and an opportunity to deleverage. Moody's views WSTR's liquidity profile as weak. At Dec. 31, 2015, WSP had $15 million available under its revolving credit facility, which has a borrowing base of $50 million. Following its recent notes repurchases, the company is not maintaining a significant amount of cash on its balance sheet. Moody's expects WSTR to reduce its drilling activity the remainder of 2016 by reducing to one drilling rig from two in order to preserve capital. Absent the announced acquisition production and cash flow are likely to decline as a result, placing additional pressure on liquidity. Financial covenants under the facility include senior net first lien debt / EBITDAX of no more than 3.0x and fixed charge coverage of no less than 3.0x. Moody's expects the company to comply with these covenants through mid-2017. The credit facility matures in December 2018. The stable outlook reflects the expectation that the company's borrowing base will increase significantly following completion of its acquisition and that liquidity will become adequate as a result. Ratings could be downgraded if the company's liquidity deteriorates further or production volumes decline significantly. A ratings upgrade likely depends on material production growth achieved at competitive costs, an expectation of sustained retained cash flow to debt above 15%, combined with adequate liquidity. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. White Star Petroleum, LLC is an independent exploration & production company headquartered in Oklahoma City, Oklahoma. WRIGHTWOOD GUEST: Seeks to Set Procedures in Sale of Property ------------------------------------------------------------- The Chapter 11 Trustee of Wrightwood Guest Ranch LLC asks the Bankruptcy Court to establish bidding procedures and setting final dates for auction and sale hearing. The Chapter 11 Trustee in his business judgment has determined that the best way to maximize value for the benefit of the Estate and its creditors is to conduct an orderly auction and sale process with respect to the Estate's interest in its Property. To that end, the Trustee has engaged GlassRatner to assist him in marketing and selling the Property. After consulting with GlassRatner, as well as listening to the concerns voiced by other active parties in this case including the Official Committee of Unsecured Creditors and Greenlake Real Estate Fund, LLC, the Trustee has determined that an auction and sale hearing should be held in approximately three months in mid-July 2016, and that this three month marketing window will best balance the competing interests and ensure that the Estate receives fair market value for the Property. In order to ensure all interested parties have a meaningful opportunity to participate in the auction and sale hearing, the Trustee seeks an order of this Court approving the proposed Bidding Procedures set forth herein as well as setting the requested dates and deadlines relevant to the sale, including but not limited to the auction date and the date of the final sale hearing. Under the Bidding Procedures, the Trustee will designate a stalking horse bidder, if any, and file a sale motion on or before June 28, 2016. Only the designated stalking horse, if any, and Potential Bidders may participate in the sale process. Potential Bidders are those prospective bidders who deliver to the Trustee an executed non-disclosure agreement acceptable to the Trustee as well as current financial statements or other financial information of the bidder or its equity holder(s) demonstrating the bidder's financial capability to consummate the proposed sale, as determined by the Trustee in his sole discretion. The Bidding Procedures further provide that in order for a bid to be a Qualified Overbid, such bid must be: 1) by way of an executed copy of a written asset purchase agreement (a) acceptable in form to the Trustee, (b) clearly marked to show any changes from the terms of the Trustee's sale agreement with the stalking horse bidder, if any, and (c) on terms that are more favorable to the Estate than the stalking horse bidder's sale agreement, if any, after taking into account the effect of any breakup fee, increased broker's fees, and/or other bid protections granted to the stalking horse bidder; 2) accompanied by a good faith deposit in the amount of $500,000; 3) accompanied by a financing commitment or other evidence of ability to consummate the transaction; and 4) delivered to the Trustee's general bankruptcy counsel Arent Fox LLP, 555 West Fifth Street, 48th Floor, Los Angeles, CA 90013, attn: M. Douglas Flahaut, so to be actually received on or before 5:00 p.m. prevailing Pacific time on July 15, 2016. The Trustee submits that sound business justification exists to approve the proposed Bidding Procedures. First, pre-approval of the Bidding Procedures will provide interested parties including those who may wish to submit a stalking horse bid - with notice of the specific bidding procedures authorized by the Court and the opportunity to competitively bid for the Property. Second, pre-approval of the rules of the proposed sale will ensure fair comparability of competing bids. Third, by open-solicitation of higher bids, the Trustee is making every reasonable effort to maximize the value of the Property for the benefit of this Estate and its creditors. The Bidding Procedures require that prospective purchasers submit to the Trustee on or before three days before the Auction, satisfactory evidence of such purchaser's financial ability to perform and the $500,000 deposit in good funds, $300,000 of which will be non-refundable if such bidder is the Successful Over-Bidder(s) at the Sale Hearing and the sale does not close due to the purchaser's default. These provisions give the Trustee time in advance of the Auction to evaluate whether a bidder is financially capable of promptly closing a proposed transaction. Also, such provisions will give potential bidders the comfort that they will not be engaging in a bidding war with parties who are not bona fide competitive bidders. The Bidding Procedures provide that any overbid(s) must be in increments of at least $25,000; provided however, that the initial overbid by a Qualified Bidder must be equal to the Initial Incremental Bid Amount, which amount shall be disclosed to interested parties in the sale motion to be filed on or before June 28, 2016 and will take into account any proposed break-up fee and other associated costs. The Bidding Procedures entitle Qualified Bidders to make further bids at the Auction. Affording parties the opportunity to increase their bids at the Auction undoubtedly gives all Qualified Bidders a fair and final opportunity to make a higher and better bid. As a last resort, if the Auction is perceived not to have been conducted fairly, Qualified Bidders may seek redress from this Court at the Sale Hearing. Objections Filed Navitat Wrightwood LLC objects to the Bidding Procedures in that it provides that the sale of the property identified in the Motion "shall be sold free and clear of all interests in accordance with section 363(f) of the Bankruptcy Code," because (a) it is not clear whether such property includes the Debtor's interest in its subsidiaries and/or their assets and (b) a section 363(f) sale cannot be free and clear of claims against the Debtor's subsidiaries or their assets. Navitat is represented by: Lawrence M. Jacobson, Esq. GLICKFELD, FIELDS & JACOBSON LLP 8383 Wilshire Boulevard, Suite 341 Beverly Hills, California 90211 Tel: (310) 550-7222 Fax: (310) 550-6222 E-mail: lmj@gfjlawfirm.com The Committee of Unsecured Creditors also filed a limited objection to the Chapter 11 Trustee's proposed bidding procedures because it would provide less than three months of marketing, to which the Unsecured Creditors object on the basis that this time frame is unlikely to maximize the value of the Estate. Instead, it is likely to result in a fire-sale price for the unusual Property at issue. Instead, the Unsecured Creditors propose that the Property be marketed for six months. Specifically, there appears to be only a limited ability of the Debtors to reorganize their affairs. Instead, the sale of the Property will determine the amount available for unsecured creditors after payment of Greenlake. The Committee is represented by: Douglas A. Plazak, Esaq. Scott Talkov, Esq. REID & HELLYER 3880 Lemon Street, Fifth Floor Riverside, California 92502-1300 Tel: (951) 682-1771 Fax: (951) 686-2415 E-mail: dplazak@rhlaw.com stalkov@rhlaw.com Secured creditor GreenLake Real Estate Fund LLC's Motion for Relief from the Automatic Stay is pending and set for hearing on May 10, 2016. GreenLake's motion was purposely set out beyond minimum notice to accommodate the Trustee. The Trustee's Motion appears to be an attempt to derail GreenLake's motion by noticing the Motion for an earlier date. As the issues on both motions are so intertwined, both should be heard at the same time. In a perfect world, the sale of the Debtor's property would generate great interest and the purchase price would exceed the secured claims, unsecured claims, and the collateral charges borne by the Debtor's estate. However, based on the circumstances of this sale and a limited analysis, such a sale is not likely to end in such a great result. Despite the amount of time the Trustee has had to find a stalking horse bidder, the Trustee has not been able to find one. The Trustee's proposed bidding procedures include lining up a stalking horse bidder on the front end; if by May 10, 2016, there is still no stalking horse bidder, then that fact should be considered when addressing the motion for relief from stay and the Motion. In addition, bidding procedure motions are usually very detailed in regards to all aspects of the sale, including bidding increments, qualifications, due diligence information, minimum overbids, and subsequent bid increments. However, the Trustee's Motion does not have such detail, and in fact, does not appear to have any correlation to the present circumstances regarding the subject property. Furthermore, the Motion appears to have been rushed to try to have it heard prior to May 10. Thus, the Trustee's Motion should be continued to the hearing date on GreenLake's motion for relief from the stay, and both should be heard concurrently. Greenlake is represented by: Timothy L. Neufeld, Esq. Yuriko M. Shikai, Esq. NEUFELD MARKS A Professional Corporation 315 West Ninth Street, Suite 501 Los Angeles, California 90015 Tel: (213) 625-2625 Fax: (213) 625-2650 E-mail: tneufeld@neufeldmarks.com yshikai@neufeldmarks.com - and - Stephen F. Biegenzahn, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Avenue of the Stars, 11th Floor Los Angeles, California 90067 Tel: (310) 552-8210 Fax: (310) 733-5442 E-mail: 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." [*] BDO Appoints Bob Broxson as Dispute Advisory Services Director ------------------------------------------------------------------ BDO Consulting, a division of BDO USA, LLP, one of the nation's leading professional services organizations, on May 11 announced the appointment of Bob Broxson as Managing Director in the firm's Dispute Advisory Services practice in the Houston, Texas office, and member of BDO's Natural Resources practice. Mr. Broxson is a well-respected advisor on energy and non-energy related commodities to law firms, companies and lenders on bankruptcy, restructuring and turnaround matters. He has more than 30 years of experience in the energy industry spanning the natural gas procurement, sales, transportation and trading sectors. "We expect to see a pickup this year in strategic purchases and acquisitions of distressed assets in addition to bankruptcies and restructurings that characterized the energy sector in 2015," said Carl W. Pergola, Executive Director of BDO Consulting. "Bob's depth of energy industry experience is a welcome addition to our expanding team of seasoned practitioners who can lead clients through the complexities that arise in dispute matters." National Co-Leader of BDO's Dispute Advisory Services practice Jeffrey Katz added, "Bob's wealth of knowledge about post-acquisition disputes, Chapter 11 dispositions and energy-related contractual matters are particularly valuable for clients during this period of heightened volatility and uncertainty in the industry. David Kaplan, who joins Jeff in co-leading the national practice notes, "Adding Bob's industry-specific knowledge to our practice is essential for helping clients navigate the challenging issues that have arisen from this troubled market." "Energy companies are under tremendous pressure to reassess their portfolios and adjust their strategies to better manage prolonged pricing volatility, which are resulting in more contract disputes," said Mr. Broxson. "I was drawn to the sophistication and technical skill of the professionals working across BDO and their desire to join forces across business lines and industries to deliver the best results for our clients." Prior to joining BDO, Mr. Broxson was a leader at a global professional services firm where he was deeply entrenched in energy industry contract and commercial disputes, frequently providing expert testimony. He spent most of his career inside the energy industry, holding various senior executive positions at prominent energy companies including Koch Industries, Engage Energy, Natural Gas Clearinghouse and PSI, Inc. He is a past board member of the National Energy Services Association and the Houston Energy Association. In addition, Mr. Broxson has extensive experience advising commodity firms on trading and risk management practices. He has provided expert testimony in state and federal courts and in Canadian Provincial Courts on contractual disputes and industry practices including Force Majeure, joint venture dissolution, price re-openers and documentation of agreements. Mr. Broxson is an adjunct professor in the Global Energy Management Masters of Business Administration program at the University of Houston and at the Kenan-Flagler Business School at the University of North Carolina Chapel Hill. In addition, he regularly speaks at conferences on energy issues. He earned a Bachelor of Business Administration in Management at Evangel University and a Master of Business Administration in Leadership from the University of Houston. About BDO Consulting BDO Consulting, a division of BDO USA, LLP, provides clients with Financial Advisory, Business Advisory and Technology Services in the U.S. and around the world, leveraging BDO's global network of more than 60,000 professionals. About BDO BDO -- http://www.bdo.com-- is the brand name for BDO USA, LLP, a U.S. professional services firm providing assurance, tax, advisory and consulting services to a wide range of publicly traded and privately held companies. For more than 100 years, BDO has provided quality service through the active involvement of experienced and committed professionals. The firm serves clients through 63 offices and more than 450 independent alliance firm locations nationwide. As an independent Member Firm of BDO International Limited, BDO serves multi-national clients through a global network of 1,408 offices in 154 countries. BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. [*] LeClairRyan Expands Bankruptcy & Creditors' Rights Practice --------------------------------------------------------------- LeClairRyan has announced the addition of eight attorneys and seven professional staff to its Newark office. Joining the national law firm's Bankruptcy and Creditors' Rights practice as partners are Charles Forman, Michael Holt, Daniel Eliades, Erin Kennedy, Kim Lynch, William Waldman, David Catuogno and Michael Connolly. All were most recently with Forman Holt Eliades & Youngman LLC, where they were members of the firm. Additionally, the team includes three legal assistants, two paralegals, a practice group specialist and a trustee case administrator. The team will become an integral part of LeClairRyan's national bankruptcy and creditors' rights practice which is comprised of nearly 50 attorneys firm-wide. They have a depth of experience representing secured and unsecured creditors, trustees, fiduciaries, franchisors, financial institutions, debtors, and official and unofficial creditor committees in bankruptcy matters across geographies and industries. As a group, they regularly handle Chapter 7, 11 and 13 bankruptcy cases, insolvency proceedings, restructurings, workouts, all aspects of bankruptcy litigation, including avoidance actions, and non-dischargeability actions. Ilan Markus, leader of LeClairRyan's Bankruptcy and Creditors' Rights practice said, "Our new colleagues are highly skilled and well-respected bankruptcy lawyers. Their experience enhances the full range of services we offer and we are looking forward to working with them." "Our team has practiced together for many years," said Mr. Forman. "It was important for us to join a firm with a strong national bankruptcy practice that also allowed us to offer additional services to our clients. We already have found a number of opportunities with our clients and our new colleagues at LeClairRyan." Messrs. Eliades and Catuogno represent franchisors in out-of-court workouts with distressed franchisees and appear on behalf of franchisors in bankruptcy cases of franchisees throughout the United States. They also represent franchisors in state and federal courts, protecting their intellectual property and brand value on a national basis. Messrs. Eliades, Catuogno and Waldman also represent financial institutions in loan restructuring, collection and foreclosure matters. Messrs. Eliades and Waldman additionally represent timeshare resort owners in various capacities. "LeClairRyan is a great fit for our team," said Mr. Eliades. "Being a part of national bankruptcy, franchise and hospitality teams allow for us to not only continue to provide efficient and effective legal services to our clients, but also to grow and enhance our practice across the country. We are excited to be a part of the LeClairRyan team." Mr. Forman, former managing member of Forman Holt Eliades & Youngman LLC, is a nationally recognized bankruptcy trustee appointed by the United States Justice Department and a fiduciary in Assignments for the Benefit of Creditors, Receiverships, Directorships and Liquidating Trusts. Mr. Holt, Ms. Kennedy, Mr. Connolly and Ms.Lynch often represent trustees in addition to the representation of debtors and other parties in insolvency proceedings. Ms. Lynch acts as a fiduciary in Assignments for the Benefit of Creditors. "Charlie, Dan and all of the members of the team are talented, client-service minded lawyers who add substantial depth to our Firm," said C. Erik Gustafson, the firm's chief executive officer. "I am pleased to welcome them to LeClairRyan." LeClairRyan's Newark office, established in 2008, now has 106 employees, which includes 57 lawyers. About LeClairRyan As a trusted advisor, LeClairRyan -- http://www.leclairryan.com/-- provides business counsel and client representation in corporate law and litigation. In this role, the firm applies its knowledge, insight and skill to help clients achieve their business objectives while managing and minimizing their legal risks, difficulties and expenses. With offices in California, Colorado, Connecticut, Delaware, Georgia, Maryland, Massachusetts, Michigan, Nevada, New Jersey, New York, Pennsylvania, Texas, Virginia and Washington, D.C., the firm has approximately 390 attorneys representing a wide variety of clients throughout the nation. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re St Luke Baptist Church Bankr. C.D. Cal. Case No. 16-15570 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/cacb16-15570.pdf represented by: Michele A Dobson, Esq. LAW OFFICES OF MICHELE A DOBSON longbeachesq@gmail.com In re Peter J. Verboom, Jr. and Cathleen Verboom Bankr. E.D. Cal. Case No. 16-22725 Chapter 11 Petition filed April 28, 2016 represented by: Riley C. Walter, Esq. In re On the Ocean, Inc. Bankr. S.D. Fla. Case No. 16-16204 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/flsb16-16204.pdf represented by: Gian C Ratnapala, Esq. GCR BUSINESS LAW, PLLC E-mail: gian@gcrbl.com In re Production People LLC Bankr. N.D. Ga. Case No. 16-57380 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/ganb16-57380.pdf represented by: M. Denise Dotson, Esq. M. DENISE DOTSON, LLC E-mail: ddotsonlaw@me.com In re Erosol, LLC Bankr. N.D. Ga. Case No. 16-57405 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/ganb16-57405.pdf represented by: Leonard R. Medley III, Esq. MEDLEY & ASSOCIATES, LLC E-mail: leonard@mkalaw.com In re DL Labs, LLC Bankr. E.D. La. Case No. 16-11007 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/laeb16-11007.pdf represented by: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC E-mail: leo@congenilawfirm.com In re Dang Good Food, Inc. Bankr. D. Md. Case No. 16-15799 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/mdb16-15799.pdf represented by: Jeffrey M. Sirody, Esq. JEFFREY M. SIRODY AND ASSOCIATES, P.A. E-mail: smeyers5@hotmail.com In re Watts Perfections, Inc. Bankr. W.D.N.C. Case No. 16-40173 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/ncwb16-40173.pdf represented by: Kerry L. Balentine, Esq. MAXGARDNERLAW PLLC E-mail: kbalentine@maxgardner.com In re Heavenly Hands Barber & Beauty Salons, Inc. Bankr. N.D. Tex. Case No. 16-31645 Chapter 11 Petition filed April 28, 2016 See http://bankrupt.com/misc/txnb16-31645.pdf Filed Pro Se In re Timothy O'Brion McNamara Bankr. N.D. Tex. Case No. 16-31647 Chapter 11 Petition filed April 28, 2016 represented by: Leonard J. Robison II, Esq. E-mail: wm@perlmanrobison.com In re George Thomas McKay Bankr. W.D. Wash. Case No. 16-41831 Chapter 11 Petition filed April 28, 2016 represented by: Richard S Ross, Esq. LAW OFFICE OF RICHARD S ROSS E-mail: ecf@resolvedebt.net In re Kevin Chae Kim and Amy Mi Kim Bankr. C.D. Cal. Case No. 16-13847 Chapter 11 Petition filed April 29, 2016 Represented by: James J Pak, Esq. PAK LAW CORP E-mail: dlee@paklawcorp.com In re William E Ward, III Bankr. S.D. Fla. Case No. 16-16290 Chapter 11 Petition filed April 29, 2016 Filed Pro Se In re Alejandro Alan Azpurua Bankr. S.D. Fla. Case No. 16-16318 Chapter 11 Petition filed April 29, 2016 Represented by: Chad P Pugatch, Esq. E-mail: cpugatch.ecf@rprslaw.com In re Leventis O Omotade Bankr. E.D.N.Y. Case No. 16-71912 Chapter 11 Petition filed April 29, 2016 Filed Pro Se In re Isaak Shpitsek and Bella Shpitsek Bankr. E.D. Tex. Case No. 16-40794 Chapter 11 Petition filed April 29, 2016 Represented by: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC E-mail: robert@demarcomitchell.com In re Energy Drilling, LLC Bankr. D. Utah Case No. 16-23671 Chapter 11 Petition filed April 29, 2016 See http://bankrupt.com/misc/utb16-23671.pdf represented by: Thomas H. Richards, Esq. THOMAS RICHARDS, P.C. E-mail: tomrichards9@gmail.com In re Marilyn Knoll Glaser Bankr. S.D.W. Va. Case No. 16-50114 Chapter 11 Petition filed April 29, 2016 Represented by: George L. Lemon, Esq. E-mail: georgelemon@frontier.com In re Rachel Avgush Bankr. S.D.N.Y. Case No. 16-11230 Chapter 11 Petition filed May 1, 2016 represented by: Kevin K. Tung, Esq. KEVIN KERVENG TUNG, P.C. E-mail: ktung@kktlawfirm.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***