/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160516.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, May 16, 2016, Vol. 20, No. 137 Headlines 1011778 B.C: Moody's Affirms B1 Corporate Family Rating 21ST CENTURY: Provides Preliminary 2015 Financial Results 36-60 ROUTE: Hires Delbello Donnellan as Attorney ABC DISPOSAL: Files for Chapter 11 Bankruptcy to Restructure ABEINSA HOLDING: Abengoa Sells NEA Israel's Interest for EUR78-Mil. ABEINSA HOLDING: Hires DLA Piper as Attorneys ABEINSA HOLDING: Sells HVT Equipment to Dept. of Energy ABENGOA BIOENERGY: Bankruptcy Case Remains in Kansas ABENGOA SA: Court Grants Recognition of Spanish Proceeding ACTIVECARE INC: Delays Filing of First Quarter Form 10-Q ADVANCED MICRO DEVICES: Board Member John Caldwell Named Chairman ADVANCED MICRO: Names Darla Smith Chief Accounting Officer AEMETIS INC: Incurs $5.11 Million Net Loss in First Quarter AEROGROW INTERNATIONAL: SMG Growing Reports 40.3% Stake AEROPOSTALE INC: Hires FTI Consulting as as Financial Advisor AEROPOSTALE INC: Hires Prime Clerk as Administrative Advisor AEROPOSTALE INC: Hires Prime Clerk as Claims and Noticing Agent AEROPOSTALE INC: Hires Stifel Nicolaus as Investment Banker AES CORP: S&P Assigns 'BB' Rating on Proposed $500MM Sr. Notes AGRITECH WORLDWIDE: Incurs $745,000 Net Loss in First Quarter AKORN INC: S&P Retains 'B' CCR & Revises CreditWatch to Positive ALEXZA PHARMACEUTICALS: Reports 2016 First Quarter Results AMERIFORGE GROUP: S&P Lowers CCR to 'CCC', Sees Covenant Breach AMNEAL PHARMACEUTICALS: Moody's Affirms B1 Corporate Family Rating AMPLIPHI BIOSCIENCES: Incurs $4.83-Mil. Net Loss in First Quarter API HEAT: Moody's Cuts Corporate Family Rating to Caa1 ASPEN GROUP: Presented at Drexel Hamilton Micro-Cap Investor Forum BALMORAL RACING: Loeb Winternitz, Yellen Complete Sale of Assets BAMBI DE HUMACAO: Taps Alexis Fuentes-Hernandez as Bankr. Counsel BASIC ENERGY: Further Amends Credit Agreement with U.S. Bank BERRY PLASTICS: Has Exchange Offer for $400M Sr. Notes Due 2022 BGM PASADENA: Court Won't Stay Relief Orders Pending Appeal BH SUTTON: Responds to Lender's Objection to LaMonica Hiring BIND THERAPEUTICS: Prime Clerk Okayed as Claims & Noticing Agent BIOFUELS POWER: To Have 2014 Financial Statements Re-Audited BIOLIFE SOLUTIONS: Reports First Quarter 2016 Results BIOLIFE SOLUTIONS: Stockholders Elect 6 Directors BIOMBO INC: Ch 11 Trustee Taps Thompson Law as Litigation Counsel BION ENVIRONMENTAL: Study Underscores Need to Reduce Ammonia BLACK PRESS: Moody's Revises Outlook to Negative & Affirms B3 CFR BLACKROCK INT'L: Taps BransonLaw PLLC as Bankruptcy Counsel BMR HOLDINGS: U.S. Trustee Forms 2-Member Committee BURCON NUTRASCIENCE: Issues $2M Convertible Note to Large Scale CAPSTONE PEDIATRICS: Hires Dunham Hildebrand as Counsel CAPSTONE PEDIATRICS: Taps Legacy Strategy as Consultant, Advisor CASELLA WASTE: Moody's Assigns B1 Rating on $15MM NYSEFC Bonds CCH JOHN EAGAN: Taps Robert P. Hein as Evictions Attorney CHAPARRAL ENERGY: Moody's Lowers PDR to D-PD on Ch. 11 Filing CHARTER COMMUNICATIONS: Moody's Raises CFR to Ba2; Outlook Stable CHENIERE CORPUS: Moody's Assigns Ba3 Rating on $1BB Bond Offering CLASSIC COMMUNITIES: Hires Cunningham Chernicoff as Bankr. Counsel CM REED ALMEDA: Selling Property for $950K After Top Bid Cancelled COATES INTERNATIONAL: Incurs $2.15 Million Net Loss in 1st Quarter CONGREGATION ACHPRETVIA: Wants Sept. 13 Plan Filing Deadline CONSUMER LAW: Exclusive Plan Filing Deadline Extended to Sept. 20 CROWN MEDIA: Suspending Filing of Reports with SEC CYTORI THERAPEUTICS: Amends Form S-1 Prospectus with SEC CYTORI THERAPEUTICS: Files Prospectus Statement with SEC DEB STORES: Hires Rosner Law as Special Conflicts Counsel DIAMOND BEACH: Bankr. Court's Valuation of Phase II Affirmed DRUG STORES II: Taps Herrick Feinstein as Bankruptcy Counsel DYNCORP INTERNATIONAL: S&P Assigns 'B' Rating on 1st-Lien Facility EAST AFRICAN DRILLING: OEJP Asks Court to Dismiss Ch. 11 Case ENERGY AND EXPLORATION: Emerges from Chapter 11 Restructuring ENERGY XXI: Asks Court OK to Hire BDO USA as Auditor ENERGY XXI: Employs Conyers Dill as Special Bermuda Counsel ENERGY XXI: Employs KPMG LP as Accounting Advisor ENERGY XXI: Hires Gray Reed as Special Corporate Counsel ENERGY XXI: Hires Opportune LLP as Financial, Tax Advisor ENERGY XXI: Hires Vinson & Elkins as Bankruptcy Counsel FAIRWAY GROUP: Disclosure Statement Hearing Set for June 7 FAIRWAY GROUP: Moody's Assigns B1 Rating on $55MM DIP Term Loan FAIRWAY GROUP: Substantial Stockholder Procedures Approved FEDERATION EMPLOYMENT: Exclusive Plan Filing Extended to Sept. 19 FINJAN HOLDINGS: Secures $10.2M Series A Preferred Stock Financing FIRST CORNERSTONE: Closed, First-Citizens Bank Assumes Deposits GASTAR EXPLORATION: Prices Upsized Offering of Common Stock GASTAR EXPLORATION: Proposes Public Offering of 40M Common Shares GELTECH SOLUTIONS: Incurs $1.58 Million Net Loss in First Quarter GOODYEAR TIRE: Moody's Assigns Ba3 Rating on Proposed $900MM Notes GOODYEAR TIRE: S&P Assigns 'BB' Rating on Proposed $900MM Notes GREAT BASIN: Incurs $33.6 Million Net Loss in First Quarter GREAT BASIN: Inks Third Amendment to Registration Rights Agreement GTT COMMUNICATIONS: Moody's Retains B2 CFR on Term Loan Add-On GUIDED THERAPEUTICS: Two Directors Resign from Board GYMBOREE CORPORATION: Moody's Affirms Caa1 CFR; Outlook Negative HCSB FINANCIAL: Incurs $3.68 Million Net Loss in First Quarter HCSB FINANCIAL: J. Patterson Joins as Bank EVP & COO HECK INDUSTRIES: Cajun Ready Mix Buying Gonzales Batch Plant HECK INDUSTRIES: Selling 10 Cement Trucks for $237,000 HEXION INC: Incurs $44 Million Net Loss in First Quarter HIGH RIDGE MANAGEMENT: Compromises Controversy with Relator HORSEHEAD HOLDING: U.S. Trustee Forms 7-Member Equity Committee HYPNOTIC TAXI: Citibank Asks Court to Dismiss Cases of 15 Debtors IMH FINANCIAL: Reports $5.85 Million Net Loss for First Quarter INTERLEUKIN GENETICS: Incurs $1.51 Million Net Loss in 1st Quarter INVENTIV HEALTH: Incurs $19.1 Million Net Loss in First Quarter J & N ACQUISITIONS: Wants Exclusive Plan Filing Extended to June 13 JAMES YATES: Seeks to Sell Property for $1.79 Million JEFFERIES LOANCORE: Moody's Affirms B1 Corp. Family Rating JUMIO INC: Equity Committee Hires EisnerAmper as Financial Advisor JUMIO INC: Equity Committee Hires K&L Gates as Gen. Bankr. Counsel JUMIO INC: Equity Committee Taps Pachulski Stang as Co-Counsel KALOBIOS PHARMACEUTICALS: Court OKs PIPE Litigation Settlement KALOBIOS PHARMACEUTICALS: Hires Horne LLP as Accountants LADDER CAPITAL: Moody's Assigns Ba2 CFR then Withdraws Rating LAWRENCE SCHIFF: Ch 11 Trustee Taps William G. Schwab as Counsel LEAFPROOF PRODUCTS: Hires Investors Reality as Broker LEARNING CARE: S&P Revises Outlook to Pos. & Affirms 'B' CCR LEHMAN BROTHERS: Order Sustaining Workers' Claims Objection Upheld LEIDOS HOLDINGS: Moody's Affirms Ba1 Corporate Family Rating LIFEPOINT HEALTH: Moody's Rates Proposed Sr. Notes Ba2 LINN ENERGY: Bankruptcy Court Approves First Day Motions LINN ENERGY: Incurs $1.34 Billion Net Loss in First Quarter LINN ENERGY: Moody's Cuts PDR to D-PD on Bankruptcy Filing LINNCO LLC: Incurs $14.4 Million Net Loss in First Quarter MAGNOLIA BREWING: Committee Taps Arch & Beam as Financial Advisor MCD SPORTS: Wants to Hire LeClairRyan as Attorney MID-STATES SUPPLY: Hires Continental Real Estate as Realtor MIDSTATES PETROLEUM: U.S. Trustee Forms 3-Member Committee MIRARCHI BROTHERS: U.S. Trustee Forms 3-Member Committee MONTREIGN OPERATING: Moody's Assigns B3 CFR; Outlook Stable MONTREIGN OPERATING: S&P Rates Proposed $400MM Facility 'B-' MOUNTAIN PROVINCE: Posts C$18.8-Mil. Net Income for First Quarter MUNISH SAWHNEY: Exclusive Plan Filing Period Extended to Aug. 8 NCL CORP: Moody's Affirms Ba3 Corporate Family Rating NEPHROS INC: Incurs $836,000 Net Loss in First Quarter NEWLEAD HOLDINGS: Perian Salviola Reports 6.3% Stake NORANDA ALUMINUM: Minority Lenders Seeks Adequate Protection NOVABAY PHARMACEUTICALS: Incurs $5.07 Million Net Loss in Q1 NUALA BARTON: Flower Design Has $7.25MM Backup Bid for Property OAKFABCO INC: Exclusivity Plan Filing Deadline Moved to Aug. 9 OAKS OF PRAIRIE: Wants Aug. 4 Exclusive Plan Filing Deadline OPTIMUMBANK HOLDINGS: Incurs $276,000 Net Loss in First Quarter PACIFIC SUNWEAR: Auction of Assets Set for June 22 PENINSULA HOSPITAL: Trustee Hires PKF O'Connor as Tax Accountants PENN VIRGINIA: Files for Bankruptcy to Cut $1.3 Billion in Debt PICO HOLDINGS: Activist Bloggers Highlight Lavish Residence of CEO PINZIMINIO TRATTORIA: Taps Cowan DiGiacomo as Accountant PLAY AND LEARN OF MALTA: To Gives Up Day Care Center for $15,000 POSTROCK ENERGY: Ch 11 Trustee Hires Baker Tilly as Advisor POSTROCK ENERGY: Creditors' Panel Taps Hall Estill as Counsel POSTROCK ENERGY: Panel Hires Lowenstein Sandler as Counsel PRINCIPLES OF FAITH: Seeks to Sell Property to Loveland Church RAILYARD COMPANY: Cause Exists to Appoint Ch. 11 Trustee REVSTONE INDUSTRIES: District Court Affirms Plan Confirmation Order RIALTO HOLDINGS: Moody's Affirms B1 Corp. Family Rating ROBERT SEARS: Court Grants Bid to Appoint Ch. 11 Trustee ROZEL JEWELER'S: U.S. Trustee Unable to Appoint Committee SANAH INVESTMENT: Hires Stanley D. Bowman as Bankr. Counsel SANDRIDGE ENERGY: Needs More Time to File Form 10-Q SEARS HOLDINGS: Stockholders Elect 10 Directors SHORE PKWY II: Wants 90-Day Exclusive Plan Filing Extension SIMPLY GOURMET: Hires LeClairRyan as Bankruptcy Counsel SKYBRIDGE SPECTRUM: Receiver Joins Bid to Dismiss Ch. 11 Case SKYBRIDGE SPECTRUM: Receiver Refuses Turn Over FCC Licenses SOUTHERN UNIVERSITY: Moody's Lowers Rating to Ba1; Outlook Neg. SPEEDYSIGNS.COM INC: Court Extends Exclusivity Period to Sept. 11 SPI ENERGY: Mr. Peng Beneficially Owns 20.6% of Ordinary Shares ST. JAMES NURSING: U.S. Trustee Forms 2-Member Committee ST. JUDE NURSING: U.S. Trustee Forms 2-Member Committee STARWOOD PROPERTY: Moody's Affirms Ba3 Corp. Family Rating STEPHEN HARRIS: Trustee Selling Assets to Pacifoco for $1.1MM STEREOTAXIS INC: Incurs $2.27 Million Net Loss in First Quarter STRATA SKIN: Reports First Quarter 2016 Financial Results SUTTON 58 OWNER: Hires LaMonica Herbst & Maniscalco as Counsel TENET HEALTCHARE: Stockholders Elect 12 Directors THUNDERBOLT MANUFACTURING: Trustee Selling Property for $17,000 TOWN CENTER FLATS: Rents Not Part of Bankruptcy Estate, Court Says TRACK GROUP: Reports Q2 and Year to Date Results for Fiscal 2016 TRISTREAM EAST: Creditors' Panel Hires McKool Smith as Counsel ULTRA PETROLEUM: Common Stock Transfer Hearing Slated for June 13 ULTRA PETROLEUM: Hires Epiq as Claims & Noticing Agent VANTAGE DRILLING: Reports First Quarter Results for 2016 VERITEQ CORP: Completes Merger With Brace Shop VESTIS RETAIL: Hires A&G as Real Estate Advisor for Sport Chalet VESTIS RETAIL: Hires Klee Tuchin as Counsel VESTIS RETAIL: Hires Kurtzman Carson as Admin. Agent VESTIS RETAIL: Hires Young Conaway as Delaware Counsel VICTORIA TEODORESCU: Has $2.2MM Stalking Horse Bid for Property VINCE INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Negative VISUALANT INC: Granted Tenth Patent re ChromaID Technology VUZIX CORP: Incurs $4.16 Million Net Loss in First Quarter WAFERGEN BIO-SYSTEMS: Incurs $4.4-Mil. Net Loss in First Quarter WARREN RESOURCES: Moody's Cuts Rating to 'C' After Missed Payment WILLMAN CONSTRUCTION: Chicago Regional Appointed to Committee WOODVILLE LUMBER: Hires Locke Lord as Counsel [*] Global Speculative-Grade Default Rate Up Again, Moody's Says [^] BOND PRICING: For the Week from May 9 to 13, 2016 ********* 1011778 B.C: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service changed the rating outlook for 1011778 B.C Unlimited Liability Company to positive from stable. In addition, Moody's affirmed the company's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), Ba3 first lien bank ratings, Ba3 first lien note rating, and B3 second lien note rating. Moody's also affirmed Tim Horton's B2 senior unsecured legacy notes rating. The SGL-1 Speculative Grade Liquidity Rating was also affirmed. "The change in outlook to positive from stable reflects 1011778 B.C.'s steady improvement in operating performance, as a pipeline of well accepted new product offerings and remodeled restaurants have driven positive same store sales." stated Bill Fahy, Moody's Senior Credit Officer. "These positive operating trends along with a constant focus on costs and the steady repayment of funded debt over and above required amortization generated improved earnings and credit metrics with leverage on a debt to EBITDA basis of about 5.5 times and EBITA to interest coverage of approximately 2.9 times for the LTM period ending March 31, 2016." stated Fahy. RATINGS RATIONALE The B1 Corporate Family Rating (CFR) reflects 1011778 B.C. 's relatively high leverage, modest cash flow metrics, relatively aggressive financial policy and significant remodeling requirements of its franchisees. Moody's also believes that high levels of promotional activities by competitors and a value focused consumer will continue to pressure operating performance. However, the ratings also reflect the brand recognition of both Burger King and Tim Horton's, meaningful scale of the combined company, diversified day part and food offerings which boosts returns on invested capital and profit margins, and very good liquidity. Ratings affirmed are: 1011778 B.C Unlimited Liability Company; -- Corporate Family Rating rated B1 -- Probability of Default Rating rated B1-PD -- $500 million Gtd senior secured 1st lien revolver rated Ba3 (LGD3) -- $5.14 billion Gtd senior secured 1st lien term loan rated Ba3 (LGD3) -- $1.25 billion Gtd senior secured 1st lien notes rated Ba3 (LGD3) -- $2.25 billion Gtd senior secured 2nd lien notes rated B3 (LGD5) -- SGL-1 Speculative Grade Liquidity Rating Tim Horton's Inc.; -- 4.2% Senior unsecured Series 1 notes rated B2 (LGD5) -- 4.52% Senior unsecured Series 2 notes rated B2 (LGD5) -- 2.85% Senior unsecured Series 3 notes rated B2 (LGD5) Factors that could result in an upgrade include a sustained strengthening of debt protection metrics with debt to EBITDA migrating towards 4.5 times and EBITA coverage of interest moving towards 3.0 times. A higher rating would also require maintaining very good liquidity. Factors that could result in a downgrade include an inability to strengthen credit metrics with debt to EBITDA exceeding 5.5 times or EBITA to interest approaching 2.0 times. A deterioration in liquidity for any reason could also result in a downgrade. 1011778 B.C. Unlimited Liability Company, owns, operates and franchises approximately 15,008 Burger King hamburger quick service restaurants and 4,438 Tim Horton restaurants. Annual revenues are about $4.0 billion, although systemwide sales are over $23.6 billion. 21ST CENTURY: Provides Preliminary 2015 Financial Results --------------------------------------------------------- As previously disclosed, 21st Century Oncology Holdings, Inc. is in the process of finalizing its Form 10-K for the fiscal year ended Dec. 31, 2015. The completion of the process has been delayed as a result of the restatement of prior year financial results. In the interim, the Company is providing the following additional preliminary results. The preliminary results are based on management's current expectations. Actual results could differ materially from such estimates. Final adjustments and other material developments may arise between the date hereof and the date that the Company announces its 2015 year-end and first quarter 2016 results. Fourth Quarter 2015 Preliminary Results For the fourth quarter of 2015, the Company expects to report total revenue between $262 million and $279 million and Pro Forma Adjusted EBITDA between $35 million and $39 million. Cash capital expenditures for the same period are expected to be approximately $6 million. First Quarter 2016 Preliminary Results For the first quarter of 2016, the Company expects to report total revenue between $264 million and $281 million and Pro Forma Adjusted EBITDA between $38 million and $42 million. Cash capital expenditures for the same period are expected to be approximately $12 million. The Company expects to report cash and cash equivalents as of March 31, 2016 of $73 million. 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. 36-60 ROUTE: Hires Delbello Donnellan as Attorney ------------------------------------------------- 36-60 Route 303 Associates, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York for authorization to employ DelBello, Donnellan, Weingarten, Wise & Wiederkehr, LLP, as its attorney, effective as of the Filing Date. DelBello Firm will: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required for the Debtor's protection from its creditors under Chapter 11 of the Bankruptcy Code; d. assist the Debtor in selling its real property; e. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; f. attend meetings and negotiate with representatives of creditors and other parties in interest; g. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the Debtor's assets; h. represent the Debtor in connection with obtaining post- petition financing, if necessary; i. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and j. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor’s estate and to promote the best interests of the Debtor, its creditors and the estate. The DelBello Firm's hourly rates for matters related to these Chapter 11 proceedings are: Attorneys $375-$595 Paraprofessionals $150 The DelBello Firm received a pre-petition retainer payment from a third-party, Martin Tenenbaum, managing member of the Debtor, in the amount of $25,000 (inclusive of the Chapter 11 filing fee). Dawn Kirby, Esq., a partner at the DelBello Firm, assures the Court that that the firm is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code in that its members and associates (a) are not creditors, equity security holders or insiders of the Debtor, (b) are not and were not within two years before the Filing Date a director, officer or employee of the Debtor, (c) do not have an interest materially adverse to the interest of the estate, or any class of creditors or equity security holders by reason of any direct or indirect relationship to, connection with, or interest in the Debtor, or for any other reason. The DelBello Firm can be reached at: Dawn Kirby, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, New York 10601 Tel: (914) 681-0200 36-60 Route 303 Associates, LLC, owns a shopping center located at 36-60 Route 303, Valley Cottage, New York York. It filed for Chapter 11 bankruptcy protection on May 11, 2016. No trustee, examiner or statutory committee has been appointed. ABC DISPOSAL: Files for Chapter 11 Bankruptcy to Restructure ------------------------------------------------------------ ABC Disposal Service, Inc., a provider of waste disposal and processing services, has filed a voluntary petition under Chapter 11 of the Bankruptcy Code, estimating assets and liabilities in the range of $10 million to $50 million. ABC's affiliates New Bedford Waste Services, LLC, Solid Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises, LLC, and ZERO Waste Solutions, LLC also sought creditor protection. After failing to negotiate a forbearance agreement with their secured lender, the Debtors filed Chapter 11 cases in the U.S. Bankruptcy Court for the District of Massachusetts to effectuate a restructuring of their obligations, a recapitalization of their businesses or a refinancing of their current obligations. Michael A. Camara, vice president and chief executive officer of ABC, said the Debtors have been unable to obtain the necessary funding to refinance their existing credit facility, to provide working capital, to purchase additional equipment, and to construct the ZERO Waste recycling facility. Due to the lack of funding, the facility has not been completed. In 2013, the Debtors entered into discussions with Webster Bank, National Association, regarding approximately $50,000,000 in financing; however, only a portion of that amount was provided. The Debtors turned to alternative sources but failed to secure additional funding. According to Mr. Camara, the seasonal increase in demand put further strain on the Debtors' working capital and, as a result, the Debtors became unable to make their periodic debt payments. Several of the Debtors' creditors initiated actions against the Debtors or otherwise took steps to exercise control over the Debtors' assets. Webster asserts to be owed approximately $20.1 million in connection with a 2014 Loan. BMO Harris Bank, N.A. asserts to be owed approximately $3.7 million on account of vehicle loans. BFS Capital d/b/a BFS Financial Services asserts to be owed approximately $1.6 million. The Debtors said they owe their employees approximately $280,000. ABC estimates its outstanding unsecured payables, excluding any inter-company debts, total approximately $2.5 million. New Bedford Waste estimates that its outstanding unsecured payables, excluding inter-company debts, total approximately $2.5 million. Pending Lawsuits BMO initiated an action against ABC, New Bedford Waste and certain of their principals in Bristol County Superior Court captioned as BMO Harris Bank v. ABC Disposal Service, Inc., et al, Civ. A. No. 1673-CV-0379, as a result of certain asserted prepetition defaults. ABC, and New Bedford Waste as a guarantor under the Vehicle Loans, have entered into a forbearance agreement with BMO which provided for certain periodic payments to BMO and certain remedial actions. In exchange BMO agreed to forbear from exercising its rights under the Vehicle Loans and to stay the state court action. BFS has commenced suit against ABC, New Bedford Waste and certain of their Principals in a United States District Court proceeding captioned as Small Business Term Loans, Inc. d/b/a BFS Capital v. ABC Disposal Service, Inc., et al., Civ. A. No. 16-10454 asserting breach of contract and guaranty claims in connection with the BFS Loans. BFS asserts liens upon all or substantially all the assets of ABC, New Bedford Waste, and Solid Waste Services. Each of the defendants has filed an answer in the BFS Suit. ABC and New Bedford Waste deny any liability to BFS and have moved to add counterclaims against BFS and its predecessor for, among other things, violation of the Massachusetts usury statute, unjust enrichment, unfair and deceptive trade practices pursuant to M.G.L. ch. 93A, and civil conspiracy. Cash Collateral ABC and New Bedford Waste have filed a motion with the Court seeking authority to use funds in which Webster and BFS may have an interest in accordance with a budget. ABC and New Bedford Waste require the use of cash collateral to pay the necessary expenses to operate their businesses including but not limited to payments to landfills and transportation costs which are essential to their waste hauling and disposal businesses, to fund payroll of their 200 employees and to pay the necessary and associated taxes related to their operations. The proposed use of cash collateral includes payment of all expenses necessary to maintain their properties including payment of required real estate taxes and insurance. In order to provide the Lienholders with adequate protection on account of the use of the cash collateral, the Debtors propose to grant the Lienholders replacement liens on the same types of post-petition property of the estates against which the Lienholders held liens as of the Petition Date. The Replacement Liens will maintain the same priority, validity and enforceability as the Lienholders' pre-petition liens. The Replacement Liens will be recognized only to the extent of the diminution in value of the Lienholders' prepetition collateral after the Petition Date resulting from the Debtors' use of the cash collateral during the bankruptcy case. The Debtors assert that the value of the Lienholders' secured position will be adequately protected during their use of cash collateral by way of the Replacement Liens, the Debtors' maintenance of their real property interests, and the payment of all associated real estate, taxes, insurance, and maintenance costs. A copy of the declaration in support of the bankruptcy petition is available for free at: http://bankrupt.com/misc/12_ABC_Affidavit.pdf About ABC Disposal ABC Disposal Service, Inc., provides full service waste hauling, disposal and recycling services, and sells, rents and services compaction and baling equipment to a variety of industrial, institutional, commercial and construction related customers. New Bedford Waste owns and operates municipal solid waste and construction and demolition debris transfer stations in New Bedford, Sandwich, and Rochester, Massachusetts which transfer and process residential, commercial, industrial, and institutional and construction wastes under approved state and local government permits and licenses. Solid Waste Services, Inc. is a Massachusetts corporation organized in 1999 to hold an ownership interest in New Bedford Waste. Shawmut Associates and A&L Enterprises are Massachusetts limited liability companies which own and lease real estate to ABC and New Bedford Waste in connection with their operations. ZERO Waste Solutions, LLC is a Massachusetts limited liability company formed in 2013 for the purposes of developing and operating an advanced mixed waste recycling facility located on Shawmut Associates' Rochester property to process and market recyclable material and then turn unrecyclable material into compact, clean burning, high yield fuel briquettes which have a variety of industrial uses. The principals of the Debtors are Laurinda F. Camara and her children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara, and Michael A. Camara. Each of the Principals owns 20% of the stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara and Michael A. Camara own a 12.5% interest in New Bedford Waste and a 25% interest in Shawmut Associates, A&L Enterprises, and Solid Waste Services. Solid Waste Services owns the remaining 50% of the membership interests in New Bedford Waste. New Bedford Waste owns 80% of the membership interests in ZERO Waste. ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises, LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 16-11787 to 16-11792, respectively) on May 11, 2016. The petitions were signed by Michael A. Camara as vice president/CEO. Murphy & King Professional Corporation serves as the Debtors' counsel. The cases are pending joint administration before Judge Joan N. Feeney. ABEINSA HOLDING: Abengoa Sells NEA Israel's Interest for EUR78-Mil. ------------------------------------------------------------------- The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorizes Abengoa Solar LLC to consummate the non-ordinary course of business sale of substantially all of the assets of its non-debtor indirect subsidiaries, NEA Solar Power Ltd. and NEA Solar Operation and Maintenance Ltd. Abengoa Solar intends to sell the interests of its indirect non-debtor subsidiaries (a) NEA Israel, holds in Negev Energy – Ashalim Thermo-Solar Ltd. and Negev Energy-Ashalim-Finance Ltd., and (b) NEA Israel O&M, holds in Negev Energy – Ashalim Operation & Maintenance Ltd., which are non-debtor indirect subsidiaries of Abengoa Solar, to a group of nonaffiliated purchasers. The Purchaser Parties are Estudios Y Explotacion De Recursos, S.A.U, Ingenieria de Manutencion Asturiana,S.A., Noy Negev Energy, Limited Partnership, and Shikun & Binui - Solel Boneh Infrastracture Ltd. The Sale Agreement contemplates of the sale of NEA Israel's interest in the Ashalim Entities for EUR78,634,390, and the Purchasers require the Ashalim Project to become debt free. The Sale also releases the Ashalim Entities from any obligations in connection with the Ashalim Project development -- the project for the financing, design, construction, operation, maintenance and transfer to the State of Israel a concentrated solar energy thermal power station with a guaranteed rated net power output of 110 MW located at Plot A in the Ashalim area of the Negev Desert in Israel. Under the Sale Agreement, the SB Loan of EUR14,909,489, which is the loan provided by Shikun & Binui - Renewable Energy Ltd. to the Abengoa Parties (Abengoa S.A., NEA Solar Power Ltd., Abener Energia, S.A., Teyma, Gestion de Contratos de Construccion e Ingenieria, S.A., and NEA Solar Operation and Maintenance Ltd.) under the SB Loan Agreement, will be repaid by the Purchasers directly to SB Renewable, at which time any liabilities in connection with the SB Loan will be discharged and released. The Sale Agreement further provides that upon such repayment, the equity bridge loan provided by NEA Israel to Ashalim Finance will be cancelled. The remainder of the Cash Consideration in the amount of EUR63,724,902 will be transferred as a repayment of the remaining equity bridge loans under the Abengoa Facility Agreement, which shall be divided ratably as between NEA Solar O&M S.A. and NEA Solar Investments LLC on account of outstanding obligations Ashalim Finance owes to NEA Solar O&M S.A. and NEA Solar Investments LLC under the Abengoa Facility Agreement. Consequently, NEA Solar Power Ltd.'s debts for supplies, payroll, and taxes in the approximate aggregate amount of $185,000 would be satisfied from the NEA Solar Investments LLC's share of the Abengoa Consideration which is in the approximate amount of €38 million, and the excess of which, estimated to be between approximately EUR32 million and EUR37.9 million, will be paid to the Debtor. There will be no distribution made on NEA Solar Investments' share of the Abengoa Consideration on account of NEA Solar Power Ltd.'s intercompany obligation to Abengoa Solar S.A. of approximately EUR5.9 million until further order of the Court or until such time as an agreement is reached between the Debtor and the Creditors' Committee. The Sale will provide substantial tangible and direct benefits and value to the Debtor and its estate and creditors as Abengoa Solar’s estate will receive approximately €38 million from the proceeds of the Sale by virtue of funds flowing upstream to Abengoa Solar. Proposed Counsel to Debtors and Debtors in Possession: R. Craig Martin, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@dlapiper.com -- and -- Richard A. Chesley, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 369-4000 Facsimile: (312) 236-7516 Email: Richard.chesley@dlapiper.com About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. About Abengoa S.A. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. As of the end of 2015, Abengoa, S.A. was the parent company of 687 other companies around the world, including 577 subsidiaries, 78 associates, 31 joint ventures, and 211 Spanish partnerships. Additionally, the Abengoa Group held a number of other interests of less than 20% in other entities. On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. On March 16, 2016, Abengoa presented its Business Plan and Financial Restructuring Plan in Madrid to all of its stakeholders. U.S. Bankruptcy Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15 petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March 28, 2016, to seek U.S. recognition of its restructuring proceedings in Spain. Christopher Morris signed the petitions as foreign representative. DLA Piper LLP (US) represents the Debtors as counsel. Involuntary petitions were filed against the three affiliated entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC – under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Nebraska and the United States Bankruptcy Court for the District of Kansas. The bankruptcy cases for affiliate Abengoa Bioenergy of Nebraska, LLC and Abengoa Bioenergy Company, LLC were converted to cases under chapter 11 of the Bankruptcy Code and transferred to the United States Bankruptcy Court for the Eastern District of Missouri. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five other U.S. units of Abengoa S.A., which collectively own, operate, and/or service four ethanol plants in Ravenna, York, Colwich, and Portales, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Case No. 16-41161. Abeinsa Holding Inc., and 12 other affiliates, which are energy, engineering and environmental companies and indirect subsidiaries of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. ABEINSA HOLDING: Hires DLA Piper as Attorneys --------------------------------------------- Abeinsa Holding Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ DLA Piper LLP as their attorneys, nunc pro tunc to March 29, 2016. The Debtors require DLA: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business and management of their properties; (b) attend meeting and negotiate with representatives of creditors and other parties in interest and advise and consult of the conduct of these Chapter 11 Case, including the legal and administrative requirements of operating in Chapter 11; (c) take necessary action to protecting preserve the Debtors' estates, including the prosecution of actions commenced under the Bankruptcy Code on their behalf and objections to claims filed against the estates; (d) prepare and prosecute on behalf of the Debtors' motions, applications, answer, orders, reports and papers necessary to the administration of the estates; (e) advise and assist the Debtors with respect to restructuring alternatives, including selling their assets pursuant to section 363 of the Bankruptcy Code and prepare and pursue approval of a disclosure statement and confirmation of a Chapter 11 plan; (f) appear in court and protect the interest of the Debtors before the Court; and (g) perform all other legal services for the Debtors which may be necessary and proper in these Chapter 11 Cases. DLA will be paid at these hourly rates: Partners $555-$995 Associates $395-$890 Para-professionals $105-$365 DLA will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard A. Chesley, partner of DLA Piper LLP (US), assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The following is provided in response to the request for additional information set forth in D1 of the U.S. Trustee's Appendix B Guidelines: - Due to the serious liquidity constraints within the Debtors, for certain of the work performed in connection with the preparation of these Chapter 11 Cases, DLA agreed to cap its fees at the lesser of (i) $300,000 or (ii) 75% of DLA's standard hourly rates. DLA's standard hourly rates change from time to time in accordance with DLA's policies. In addition, certain other work in connection with the preparation of these cases also received a discount to DLA's standard rates. - The Debtors and DLA expect to develop a prospective budget and staffing plan, recognizing that in the course of large chapter 11 case, unforeseeable fees and expenses that will need to be addressed by the Debtors and DLA may arise. DLA can be reached at: Richard A. Chesley DLA Piper LLP 203 North LaSalle Street, Suite 1900 Chicago, IL 60601 T: +1 312 369 3430 F: +1 312 630 5330 E-mail: richard.chesley@dlapiper.com About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors of Abeinsa Holding Inc. and its affiliates to serve on the official committee of unsecured creditors. ABEINSA HOLDING: Sells HVT Equipment to Dept. of Energy ------------------------------------------------------- Abengoa Solar LLC, seeks authority from the Bankruptcy Court to enter into an agreement for sale of personal property between Abengoa Solar Alliance for Sustainable Energy, LLC, the managing and operating contractor for National Renewable Energy Laboratory, on behalf of the Buyer, the United States Department of Energy, and authorizing the private sale of equipment located at NREL's facility. The Debtor intends to sell a Hybrid Vapor Transport (HVT) System located at the NREL site in Golden, Colorado, that has been previously used for collaborative research in the performance of Cooperative Research and Development Agreement CRD 08 279 between the Parties. The Debtor sells the personal property in an "as is, where is" condition, for a Purchase Price of $11,812 plus return of the Refund upon closing of the sale less the decontamination fee, with net pay out to the Debtor of approximately $45,000. Proposed Counsel to Debtors and Debtors in Possession: R. Craig Martin, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@dlapiper.com -- and -- Richard A. Chesley, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 369-4000 Facsimile: (312) 236-7516 Email: Richard.chesley@dlapiper.com About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. About Abengoa S.A. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. As of the end of 2015, Abengoa, S.A. was the parent company of 687 other companies around the world, including 577 subsidiaries, 78 associates, 31 joint ventures, and 211 Spanish partnerships. Additionally, the Abengoa Group held a number of other interests of less than 20% in other entities. On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. On March 16, 2016, Abengoa presented its Business Plan and Financial Restructuring Plan in Madrid to all of its stakeholders. U.S. Bankruptcy Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15 petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March 28, 2016, to seek U.S. recognition of its restructuring proceedings in Spain. Christopher Morris signed the petitions as foreign representative. DLA Piper LLP (US) represents the Debtors as counsel. Involuntary petitions were filed against the three affiliated entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC – under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Nebraska and the United States Bankruptcy Court for the District of Kansas. The bankruptcy cases for affiliate Abengoa Bioenergy of Nebraska, LLC and Abengoa Bioenergy Company, LLC were converted to cases under chapter 11 of the Bankruptcy Code and transferred to the United States Bankruptcy Court for the Eastern District of Missouri. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five other U.S. units of Abengoa S.A., which collectively own, operate, and/or service four ethanol plants in Ravenna, York, Colwich, and Portales, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Case No. 16-41161. Abeinsa Holding Inc., and 12 other affiliates, which are energy, engineering and environmental companies and indirect subsidiaries of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. ABENGOA BIOENERGY: Bankruptcy Case Remains in Kansas ---------------------------------------------------- Judge Robert E. Nugent of the United States Bankruptcy Court for the District of Kansas denied Abengoa Bioenergy Biomass of Kansas, LLC's motion to transfer the case is IN RE: ABENGOA BIOENERGY BIOMASS OF KANASAS, LLC, Chapter 11, Debtor, Case No. 16-10446 (Bankr. D. Kan.). ABBK moved to transfer the case to the United States Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent concluded that ABBK has not demonstrated by a preponderance of the evidence that the case should be transferred on either convenience grounds or the interests of justice. A full-text copy of Judge Nugent's April 25, 2016 order is available at http://is.gd/z5SZrZfrom Leagle.com. Abengoa Bioenergy Biomass of Kansas LLC is represented by: Robert Craig Martin, Esq. Christine L. Schlomann, Esq. ARMSTRONG TEASDALE LLP Brahma Group, Inc. is represented by: W. Rick Griffin, Esq. MARTIN PRINGLE OLIVER WALLACE & BAUER 9401 Indian Creek Pkwy Building 40, Suite 1150 Overland Park, KS 66210 Tel: (913)491-5500 Email: megriffin@martinpringle.com -- and -- Samantha M Woods, Esq. MARTIN PRINGLE OLIVER WALLACE & BAUER 100 N. Broadway Suite 500 Wichita, KS 67202 Tel: (316)265-9311 Email: smwoods@martinpringle.com CRB Builders LLC is represented by: Robert M. Pitkin, Esq. Danne W Webb, Esq. HORN AYLWARD & BANDY LLC 2600 Grand Blvd, Suite 1100 Kansas City, MO 64108 Tel: (816)421-0700 Email: rpitkin@hab-law.com dwebb@hab-law.com U.S. Trustee is represented by: Richard A. Wieland, Esq. OFFICE OF THE U.S. TRUSTEE 301 North Main Street, Suite 1150 Wichita, KS 67202 Tel: (316)269-6637 Fax: (316)269-6182 ABENGOA SA: Court Grants Recognition of Spanish Proceeding ---------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware issued an order recognizing the Spanish Proceeding of Abengoa S.A., as a foreign main proceeding in accordance with Chapter 15 of the U.S. Bankruptcy Code and granted the Foreign Debtors the protection of U.S. Bankruptcy Code, including, without limitation, the automatic stay. Judge Carey specifically orders, inter alia, that: a. No person or entity may (a) commence or continue any legal proceeding or action against the Foreign Debtors, or their assets located in the United States, (b) enforce any judicial, quasi-judicial, administrative or regulatory judgment, assessment or order or arbitration award against the Foreign Debtors, (c) commence or continue any legal proceeding or action to create, perfect, or enforce any lien, setoff, or other claim against the Foreign Debtors or against any of their assets located in the United States, and (d) exercise any control over the Foreign Debtors' assets located in the United States except as authorized by the Foreign Debtor that owns the asset in writing. b. The Foreign Representative is the rights, powers, protections, privileges, and immunities of a trustee in a bankruptcy in the United States during these chapter 15 cases. c. The right to transfer, encumber, or otherwise dispose of the Foreign Debtors' assets absent the express written consent of the Foreign Debtors is hereby suspended. d. The Foreign Debtors are entrusted with the right to operate the Foreign Debtors' business, exercise the rights and power of a trustee, and they are entitled to administer and realize all or part of the Foreign Debtors' assets within the territorial jurisdiction of the United States. In its response to the Sureties' objections, Abengoa, et al.'s Foreign Representative, Christopher Morris, argued that the objections are about the Sureties seeking to place themselves in a better position in the Foreign Debtors' restructuring efforts and not about the proper application of Chapter 15. Mr. Morris explained that he merely seeks recognition of the Spanish Proceeding as a main proceeding, which entitles the Foreign Debtors to the U.S. automatic stay within the territorial boundaries of the United States. Differences in the law are simply no impediment to recognition considering that the Spanish Court has supervision over the Foreign Debtors and any plan or restructuring agreement that is ultimately presented for final homologation will be subject to objections by creditors, where the Spanish Court would address any such objections, he further explained. Moreover, Mr. Morris pointed out that the Standstill Agreement provides that the Foreign Debtors shall "co-operate with and actively assist the Creditors to negotiate the terms and conditions of the Restructuring . . . ." Thus, the proper recourse is for the Sureties to address their rights in the Spanish Proceeding to ensure they are given the legal rights afforded them under Spanish law and not use an opposition to recognition as a means to try to negotiate a preferred position for themselves to the detriment of the Foreign Debtors' restructuring efforts, Mr. Morris said. Attorneys for Foreign Representative of Foreign Debtors: R. Craig Martin, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@dlapiper.com -- and -- Richard A. Chesley, Esq. Oksana Koltko Rosaluk, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 369-4000 Facsimile: (312) 236-7516 Email: Richard.chesley@dlapiper.com Oksana.KoltkoRosaluk@dlapiper.com About Abengoa S.A. Spanish energy giant Abengoa S.A. is a leading engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. As of the end of 2015, Abengoa, S.A. was the parent company of 687 other companies around the world, including 577 subsidiaries, 78 associates, 31 joint ventures, and 211 Spanish partnerships. Additionally, the Abengoa Group held a number of other interests of less than 20% in other entities. On Nov. 25, 2015 in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. On March 16, 2016, Abengoa presented its Business Plan and Financial Restructuring Plan in Madrid to all of its stakeholders. U.S. Bankruptcies Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15 petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March 28, 2016, to seek U.S. recognition of its restructuring proceedings in Spain. Christopher Morris signed the petitions as foreign representative. DLA Piper LLP (US) represents the Debtors as counsel. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five other U.S. units of Abengoa S.A., which collectively own, operate, and/or service four ethanol plants in Ravenna, York, Colwich, and Portales, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Case No. 16-41161. Abeinsa Holding Inc., and 12 other affiliates, which are energy, engineering and environmental companies and indirect subsidiaries of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. ACTIVECARE INC: Delays Filing of First Quarter Form 10-Q -------------------------------------------------------- ActiveCare, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended March 31, 2016. The Company said it needs additional time to complete the presentation of its financial statements and the analysis thereof. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare reported a net loss attributable to common stockholders of $12.8 million on $6.59 million of chronic illness monitoring revenues for the year ended Sept. 30, 2015, compared with a net loss attributable to common stockholders of $16.4 million on $6.10 million of chronic illness monitoring revenues for the year ended Sept. 30, 2014. As of Dec. 31, 2015, the Company had $2.44 million in total assets, $12.8 million in total liabilities and a total stockholders' deficit of $10.4 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADVANCED MICRO DEVICES: Board Member John Caldwell Named Chairman ----------------------------------------------------------------- Advanced Micro Devices Inc. announced that its Board of Directors has appointed Board member John Caldwell as Chairman of the Board and Chair of the Nominating and Corporate Governance Committee (the "NCG"). Caldwell succeeds Bruce Claflin as Chairman of the Board. Claflin has been Chairman of the Board since March 2009 and will continue to serve as an AMD Board member. "I am honored to be named chairman of AMD's Board," said John Caldwell. "It is an exciting time to be part of AMD as we execute on our transformative strategy - bringing innovative products to market and delivering increased value to our shareholders. On behalf of our Board of Directors, I would like to recognize Bruce Claflin for his leadership and for his continuing contribution to our company." Caldwell joined AMD's Board in 2006 and has held a variety of Committee positions including most recently Compensation and Leadership Resources Committee Chair and Nominating and Corporate Governance Committee membership. Caldwell brings extensive board and executive level experience. In his career, he has served as a CEO of three technology companies and been on the board of seven public technology companies. Mr. Caldwell will receive an annual cash retainer of $112,500 for his services as Chairman of the Board, $10,000 for his services as Chair of the NCG, $10,000 for his services as a member of the NCG and $20,000 for his services as a member of the Audit and Finance Committee. Mr. Caldwell will also receive an annual restricted stock unit award with a grant value of $277,500. Outside director compensation is described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2016. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $660 million on $3.99 billion of net revenue for the year ended Dec. 26, 2015, compared to a net loss of $403 million on $5.50 billion of net revenue for the year ended Dec. 27, 2014. * * * As reported by the TCR on Oct. 22, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that AMD will experience a more gradual return to revenue growth, ongoing competitive challenges to restore operating profitability, and more severe operating losses and negative free cash flow through 2016 than we had previously forecast, despite recent improvements to its liquidity," said Standard & Poor's credit analyst John Moore. As reported by the TCR on March 16, 2016, Fitch Ratings has downgraded and withdrawn the ratings for Advanced Micro Devices, Inc. (AMD) including the Long-term Issuer Default Rating (IDR) to 'CCC' from 'B-'. The downgrade reflects prospects for negative free cash flow (FCF) over the intermediate term and the consequent liquidity issues and refinancing risk that could develop as the 2019 and 2020 debt maturities approach. In July 2015, Moody's Investors Service lowered Advanced Micro Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and the ratings on the senior unsecured notes to Caa2 from Caa1. The downgrade of the corporate family rating to Caa1 reflects AMD's prospects for ongoing operating losses over the next year and negative free cash flow. ADVANCED MICRO: Names Darla Smith Chief Accounting Officer ---------------------------------------------------------- Advanced Micro Devices, Inc., appointed Darla M. Smith as chief accounting officer effective May 12, 2016, according to a Form 8-K report filed with the Securities and Exchange Commission. Ms. Smith, 50, joined the Company in January 2006 and has served as corporate vice president of Finance and corporate controller since January 2013. Ms. Smith was appointed assistant treasurer in March 2014 and has provided oversight for the Tax and Treasury functions since June 2015. From March 2010 until January 2013, Ms. Smith served as corporate vice president of Finance, Global Business Units and Technology and Engineering where she was responsible for partnering with operations to drive Company results. Prior to this, Ms. Smith served as the assistant corporate controller. Ms. Smith holds a bachelor's degree in accounting and a master's degree in business administration. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $660 million on $3.99 billion of net revenue for the year ended Dec. 26, 2015, compared to a net loss of $403 million on $5.50 billion of net revenue for the year ended Dec. 27, 2014. * * * As reported by the TCR on Oct. 22, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that AMD will experience a more gradual return to revenue growth, ongoing competitive challenges to restore operating profitability, and more severe operating losses and negative free cash flow through 2016 than we had previously forecast, despite recent improvements to its liquidity," said Standard & Poor's credit analyst John Moore. As reported by the TCR on March 16, 2016, Fitch Ratings has downgraded and withdrawn the ratings for Advanced Micro Devices, Inc. (AMD) including the Long-term Issuer Default Rating (IDR) to 'CCC' from 'B-'. The downgrade reflects prospects for negative free cash flow (FCF) over the intermediate term and the consequent liquidity issues and refinancing risk that could develop as the 2019 and 2020 debt maturities approach. In July 2015, Moody's Investors Service lowered Advanced Micro Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and the ratings on the senior unsecured notes to Caa2 from Caa1. The downgrade of the corporate family rating to Caa1 reflects AMD's prospects for ongoing operating losses over the next year and negative free cash flow. AEMETIS INC: Incurs $5.11 Million Net Loss in First Quarter ----------------------------------------------------------- Aemetis, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.11 million on $33.32 million of revenues for the three months ended March 31, 2016, compared to a net loss of $8.64 million on $34.72 million of revenues for the same period in 2015. As of March 31, 2016, Aemetis had $80.53 million in total assets, $120.50 million in total liabilities and a total stockholders' deficit of $39.96 million. On May 5, 2016, the Company entered into a definitive agreement to acquire Edeniq. Edeniq has developed patented innovations that unlock cellulosic and starch sugars through a combination of patented mechanical and biological processes. In 2015, Edeniq generated about $20 million in revenues and about $6 million of EBITDA. "The overall ethanol market improvement we saw at the end of the first quarter, combined with the pending acquisition of Edeniq, positions Aemetis for positive margin growth in the second half of 2016," stated Eric McAfee, Chairman and CEO of Aemetis, Inc. Adjusted EBITDA for the first quarter of 2016 was $244,000 compared to Adjusted EBITDA loss of $2.7 million for the same period in 2015. Cash at the end of the first quarter of 2016 was $325,000 compared to $283,000 at the end of the fourth quarter of 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Hw0X9N About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $27.1 million on $147 million of revenues for the year ended Dec. 31, 2015, compared to net income of $7.13 million on $207.7 million of revenues for the year ended Dec. 31, 2014. AEROGROW INTERNATIONAL: SMG Growing Reports 40.3% Stake ------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, SMG Growing Media, Inc., and The Scotts Miracle-Gro Company disclosed that as of May 9, 2016, they beneficially own 4,171,591 shares of common stock of AeroGrow International, Inc., representing 40.3 percent of the shares outstanding. On May 9, 2016, AeroGrow issued 196,044 shares of Common Stock to SMG, which were issued as payment of interest under the 2015 Loan Agreement. No funds were used to acquire the Common Stock pursuant to such issuances. A copy of the regulatory filing is available for free at: https://is.gd/S7XsCa About AeroGrow Boulder, Colo.-based AeroGrow International, Inc., is a developer, marketer, direct-seller, and wholesaler of advanced indoor garden systems designed for consumer use and priced to appeal to the gardening, cooking, and healthy eating, and home and office decor markets. AeroGrow reported a net loss attributable to common shareholders of $1.5 million on $17.9 million of net revenue for the year ended March 31, 2015, compared with a net loss attributable to common shareholders of $4.1 million on $9.3 million of of net revenue for the year ended March 31, 2014. As of Dec. 31, 2015, the Company had $15.04 million in total assets, $12.5 million in total liabilities, all current, and $2.58 million in total stockholders' equity AEROPOSTALE INC: Hires FTI Consulting as as Financial Advisor ------------------------------------------------------------- Aeropostale, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ FTI Consulting, Inc., nunc pro tunc to the Commencement Date. The Debtors require FTI to: A. Phase I Scope of Services: -- assess the profitability of the Debtors' stores and develop scenarios for optimizing the Debtors' store fleet; -- assess the Debtors' business performance by segment and developed potential scenarios to optimize EBITDA and cash flow, and -- provide the Debtors with recommendation relating to the Debtors' store portfolio and business segments B. Phase II Scope of Services -- assist with the development of weekly cash flow forecasts and reports and related liquidity forecasting tools to evaluate the Debtors' cash flow under a variety of scenarios; -- assist with developing tactics and strategies for negotiating with vendors and other constituencies; -- assist with sizing DIP financing, and presenting cash flows to potential lenders; -- assist with developing accounting and operating procedure to segregate prepetition and postpetition business transactions; -- support the preparation of first day motions and developing procedures and processes necessary to implement such motions; -- work with the Debtors to develop chapter 11 communications; -- work in close coordination with the Company and other advisors to develop and execute a communication plan that seeks to preserve business continuity by explaining restructuring milestones to and address the concerns of stakeholders including employees, customers, suppliers, landlords, investors, and the media; -- draft communications material, including key messages, press releases, media statements, letters, emails talking points video messages, question-and-answer documents , and working with the Company representatives to secure the necessary approvals from Company management and advisors; -- develop training materials and assist in training Company personnel with respect to chapter 11 procedures; -- develop a dedicated website to post restructuring-related content; -- develop appropriate training materials to prepare Company spokepeople to confidently communicate key messages to employees, customers, suppliers and other key stakeholders; -- assist in the development of call routing processes and/or a call centre to ensure all inbound inquiries from employees, customers, suppliers, landlords, investors, media and other stakeholders are appropriately triaged and addressed; -- speak with media on related issues on the Company's behalf. -- prepare the Debtors with respect to financial related disclosures required by the Court; -- assist in the development of a Key Employee Incentive Plan, if needed; and -- provide independent contractor to serve as the interim Chief Information Officer of Aeropostale. FTI will be paid at these hourly rates: (A) Hourly Fees: Fees for service rendered by FTI pursuant to the Engagement Letter are based upon time incurred in providing such services, multiplied by FTI's standard hourly rates. These hourly rates differ between the Corporate Finance and Strategic Communications groups: Senior Managing Director $800-$975 Directors/Managing Director $595-$795 Consultants/Senior Consultants $315-$570 Administrative/Paraprofessionals $125-$250 The Strategic Communication group utilizes this rate schedule for restructuring services: Senior Managing Director $650-$750 Directors/Managing Director $450-$650 Consultants/Senior Consultants $250-$400 Administrative/Paraprofessionals $125 (B) Expenses: The Debtors will reimburse FTI for reasonable and customary out-of-pocket expenses incurred during the engagement, such as telephone, overnight mail, messenger, travel, meals, accommodations and other expenses specifically related to the engagement; (C) Court Testimony: In addition, if FTI and/or any of its employees are required to testify or provide evidence at or in connection with any judicial or administrative proceeding relating to this matter, the Debtors will compensate FTI at its regular hourly rates and reimburse FTI for reasonable allocated and direct expenses (including counsel fees) with respect thereto. (D) Chief Information Officer: For services of the Chief Information Officer, FTI charges the Debtors a monthly rate of $55,000 per month (E) Investor Relations Support. FTI charges the Debtors a quarterly fee of $19,500 for investor relationship services. Prior to the Commencement Date, the Debtors provide FTI with a retainer of $250,000. The Retainer will be credited against any amounts due at the termination of the Engagement Letter and any unused excess will be returned to the Debtors upon the satisfaction of all obligations owed to thereunder. Gina Gutzeit, Senior Managing Director at FTI Consulting, Inc., 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 Debtor and its estates. FTI Consulting, Inc., can be reached at: Gina Gutzeit FTI Consulting, Inc. Three Tiime Square, 9th Floor New York, NY, 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 E-mail: gina.gutzeit@fticonsulting.com 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. Aeropostale, Inc. and several affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-11275) on May 4, 2016. Hon. Sean H. Lane presides over the case. Ray C. Schrock, P.C., Jacqueline Marcus, Esq., and Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP, serve as Chapter 11 counsel to the Debtors. FTI Consulting Inc. serves as restructuring advisor. Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC serve as investment banker. RCS Real Estate Advisors serves as real estate advisor. Prime Clerk LLC serves claims and noticing agent. Stikeman Elliot LLP serves as Canadian counsel. Togut, Segal & Segal serves as conflicts counsel. As of Jan. 30, 2016, Aeropostale had total assets of $354.38 million and total liabilities of $390.02 million. The petitions were signed by Marc G. Schuback, Senior vice president, general counsel and secretary. An official committee of unsecured creditors has been appointed in the case. AEROPOSTALE INC: Hires Prime Clerk as Administrative Advisor ------------------------------------------------------------ Aeropostale, Inc., Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as Administrative Advisor, nunc pro tunc to the Commencement Date. The Debtors require Prime Clerk to: (i) 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; (ii) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (iii) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (iv) provide a confidential data room, if requested; (v) manage and coordinate any distributions pursuant to a chapter 11 plan; and (vi) provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, to the extent not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court,or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these rates: A. Claim and Noticing Rates: Analyst $25-$45 Technology Consultant $70-$95 Consultant/Senior Consultant $90-$170 Director $175-$190 Chief Operating Officer and Executive V-Pres No Charge B. Solicitation, Balloting and Tabulation Rates Solicitation Consultant $190 Director of Solicitation $210 C. Printing and Noticing Services Printing $0.10/page Customization/Envelope Printing $0.05 each Document folding and inserting No charge Postage/Overnight Delivery Preferred Rates E-mail Noticing No charge Fax Noticing $0.08/page Proof of Claim Acknowledgement Card $0.10/page 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 $0.10 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 I. 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 J. Disbursement Services Check Issuance and/or Form 1099 Available on request W-9 mailing and maintenance of TIN database Standard Hourly rates 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 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. Aeropostale, Inc. and several affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-11275) on May 4, 2016. Hon. Sean H. Lane presides over the case. Ray C. Schrock, P.C., Jacqueline Marcus, Esq., and Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP, serve as Chapter 11 counsel to the Debtors. FTI Consulting Inc. serves as restructuring advisor. Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC serve as investment banker. RCS Real Estate Advisors serves as real estate advisor. Prime Clerk LLC serves claims and noticing agent. Stikeman Elliot LLP serves as Canadian counsel. Togut, Segal & Segal serves as conflicts counsel. As of Jan. 30, 2016, Aeropostale had total assets of $354.38 million and total liabilities of $390.02 million. The petitions were signed by Marc G. Schuback, Senior vice president, general counsel and secretary. An official committee of unsecured creditors has been appointed in the case. AEROPOSTALE INC: Hires Prime Clerk as Claims and Noticing Agent --------------------------------------------------------------- Aeropostale, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as Claims and Noticing Agent. The Debtors require Prime Clerk to: (i) 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 (a) notice of the commencement of these chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code, (b) notice of any claims bar date, (c) notices of transfers of claims, (d) notices of objections to claims and objections to transfer of claims, (e) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (f) notice of the effective date of any plan and (g) 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. (ii) 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; (iii) maintain (a) a list of all potential creditors, equity holders and other parties-in-interest and (b) 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; (c) update and make said lists available upon request by a party-in-interest of the Clerk; (iv) furnish a notice to all potential creditors of the deadlines 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; (v) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (vi) 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 business days of service, which includes (a) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (b) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (c) the manner of service and (d) the date served; (vii) 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; (viii) provide an electronic interface for filing proofs of claim; (ix) maintain the official claims register for each Debtor on behalf of the Clerk on a case-specific website; 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; (a) the claim number assigned, (b) the date received, (c) the name and address of the claimant and agent, if applicable, who filed the claim, (d) the amount asserted, (e) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (f) the applicable Debtor and (g) any disposition of the claim; (x) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (xi) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (xii) record all transfer of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (xiii) relocate, by messenger or overnight delivery, all of the Court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (xiv) 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); (xv) 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; (xvi) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (xvii) 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; (xviii) if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk within three days of notice to Prime Clerk of entry of the order converting the cases; (xix) 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; (xx) 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 (xxi) at the close of these chapter 11 cases, box and transport all original documents, in proper format, as provided by the Clerk, to (a) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Centre Drive, Lee's Summit, MO 64064 or (b) any other location requested by the Clerk. Prime Clerk will be paid at these rates: A. Claim and Noticing Rates: Analyst $25-$45 Technology Consultant $35-$95 Consultant/Senior Consultant $65-$170 Director $175-$190 Chief Operating Officer and Executive V-Pres No Charge B. Solicitation, Balloting and Tabulation Rates Solicitation Consultant $190 Director of Solicitation $210 C. Printing and Noticing Services Printing $0.10/page Customization/Envelope Printing $0.05 each Document folding and inserting No charge Postage/Overnight Delivery Preferred Rates E-mail Noticing No charge Fax Noticing $0.08/page Proof of Claim Acknowledgement Card $0.10/page 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 $0.10 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 I. 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 J. 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 parties agreed to certain indemnification terms. 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 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. Aeropostale, Inc. and several affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-11275) on May 4, 2016. Hon. Sean H. Lane presides over the case. Ray C. Schrock, P.C., Jacqueline Marcus, Esq., and Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP, serve as Chapter 11 counsel to the Debtors. FTI Consulting Inc. serves as restructuring advisor. Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC serve as investment banker. RCS Real Estate Advisors serves as real estate advisor. Prime Clerk LLC serves claims and noticing agent. Stikeman Elliot LLP serves as Canadian counsel. Togut, Segal & Segal serves as conflicts counsel. As of Jan. 30, 2016, Aeropostale had total assets of $354.38 million and total liabilities of $390.02 million. The petitions were signed by Marc G. Schuback, Senior vice president, general counsel and secretary. An official committee of unsecured creditors has been appointed in the case. AEROPOSTALE INC: Hires Stifel Nicolaus as Investment Banker ----------------------------------------------------------- Aeropostale, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Stifel, Nicolaus & Co., Inc. as investment banker, nunc pro tunc to the Chapter 11 filing date. The Debtors require Stifel to: A. Board Presentations and General Services -- make strategic alternatives presentation to the Board of Directors of the Debtors; -- familiarize itself with the business, operations, properties, financial condition and prospects of the Debtors; -- review and test forecast to access liquidity across a range of scenarios; -- evaluate potential debt capacity across a range of scenarios; -- review and discuss with the Debtors its credit documents and potential amendments thereto; -- analyze the Debtors' ability to implement exchange and financing alternatives; -- evaluate potential capital structures, financing and corporate transactions, including as related to the financial aspects of potential divestiture, sale and other transactions; and -- prepare strategic investment banking analyses for the Debtors, including financial market analyses and analyses of potential courses of action and their likelihood of success. -- advise and assist the Debtors in developing a framework for, and structuring and effecting of, the financial aspects of the transactions defend below, including by means of related advice and consultation to the Debtors and updates to the Board. B. Restructuring Services -- assist in structuring any new securities to be issued in connection with the Restructuring -- participate or otherwise assist in negotiations with entities or groups affected by the Restructuring; -- assist in developing and seeing approval of the Debtors' Restructuring; and -- participate in hearings before the court in connection with Stifel's other services, including related testimony, in coordination with the Debtor's counsel. C. Financing Services -- assist in structuring and effecting a financing; -- identify and contact potential Investors; -- participate or otherwise assist in negotiations with Investors; and -- assist in the preparation and development of a Financing Offering Memorandum for use in soliciting potential Investors. D. Sale of Services -- if the Debtors pursue a Sale: * assist with the Sale * identify and contact potential acquirers; * participate or otherwise assist in negotiations with acquirers; * consider with the Debtors the appropriateness of delivering an opinion to the Board as to the fairness to the Debtors, from a financial point of view of the consideration to be received by the Company in connection with a Sale consummated prior to the commencement of any Bankruptcy Case, and, only if appropriate and customary in the circumstances, delivering and Opinion; and * assist in the preparation and development of a sale memorandum for use in soliciting potential acquirers. The Debtors have agreed to pay Stifel the compensation and reimburse related expenses set forth in the Engagement Letter: (i) Monthly Fee: $150,000 (ii) Financing Fee (a) 1% of debtor-in-possession and other first-lien secured Financing; plus (b) 3% of the other indebtedness Financing; plus (c) 5% of other Financing, including equity, except publicly offered equity or equity-linked Financing, for which the fees is 7%. Any public offering would be subject to agreement upon and court approval of further related terms. (iii) Sale Fee: The greater of $1,000,000 and 2% of Aggregate Consideration. But there will be no Sale Fee for Sale of GoJane alone. (iv) Restructuring Fee: $4,000,000 (v) Credits: (a) $50,000 of each Monthly Fee of $150,000 paid will be credited against any Sale Fee or Restructuring Fee (b) 50% of any Financing Fee paid will be credited against any Sale Fee or Restructuring Fee. (c) 50% of any Sale Fee paid will be credited against any Restructuring Fee. (vi) Cap. $5,750,000 is the maximum aggregate fees due Stifel, other than Financing Fees for equity Financing and other non-indebtedness Financing. (vii) Expense Reimbursement: Reimbursement for reasonable expenses incurred by Stifel in this engagement, including its legal expenses, if any. Michael J. Kollender, Managing Director at Stifel, Nicolaus & Co., Inc., 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 Debtor and its estates. Stifel can be reached at: Michael J. Kollender 787 Seventh Avenue New York, NY 10019 Tel.: (855)300-7137 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. Aeropostale, Inc. and several affiliates sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-11275) on May 4, 2016. Hon. Sean H. Lane presides over the case. Ray C. Schrock, P.C., Jacqueline Marcus, Esq., and Garrett A. Fail, Esq., at Weil, Gotshal & Manges LLP, serve as Chapter 11 counsel to the Debtors. FTI Consulting Inc. serves as restructuring advisor. Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC serve as investment banker. RCS Real Estate Advisors serves as real estate advisor. Prime Clerk LLC serves claims and noticing agent. Stikeman Elliot LLP serves as Canadian counsel. Togut, Segal & Segal serves as conflicts counsel. As of Jan. 30, 2016, Aeropostale had total assets of $354.38 million and total liabilities of $390.02 million. The petitions were signed by Marc G. Schuback, Senior vice president, general counsel and secretary. An official committee of unsecured creditors has been appointed in the case. AES CORP: S&P Assigns 'BB' Rating on Proposed $500MM Sr. Notes -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to The AES Corp.'s proposed $500 million senior unsecured notes due 2026. The '3' recovery rating reflects S&P's expectation of meaningful (50%-70%; lower half of the range) recovery in the event of default. The company intends to use net proceeds from the issuance primarily to retire debt maturities coming due in 2019. As of March 31, 2016, AES had about $5 billion of recourse and imputed debt. AES is a publicly traded project developer that owns interest in and receives distributions from numerous subsidiaries involved in regulated and unregulated power generation and sales. The 'BB' corporate credit rating on AES is based on S&P's assessment of a satisfactory business risk profile and aggressive financial risk profile. The outlook is stable. RATINGS LIST AES Corp. (The) Corporate Credit Rating BB/Stable/-- New Rating AES Corp. (The) Senior Unsecured $500 Mil. Sr Notes Due 2026 BB Recovery Rating 3L AGRITECH WORLDWIDE: Incurs $745,000 Net Loss in First Quarter ------------------------------------------------------------- Agritech Worldwide, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $745,220 on $269,018 of total revenues for the three months ended March 31, 2016, compared with a net loss attributable to common stockholders of $7.70 million on $214,743 of total revenues for the same period in 2015. As of March 31, 2016, Agritech had $921,000 in total assets, $5.17 million in total liabilities, and a total stockholders' deficit of $4.25 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Omeg5h About Agritech Agritech Worldwide, Inc., formerly known as Z Trim Holdings, Inc., is a functional food ingredient company which provides custom product solutions that help answer the food industry's problems. Agritech reported a net loss attributable to common stockholders of $24.25 million on $1.15 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $5.57 million on $1.01 million of total revenues for the year ended Dec. 31, 2014. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company does not have enough cash on hand to meet its current liabilities and has had reoccurring losses as of December 31, 2015. These conditions raise substantial doubt about its ability to cont inue as a going concern. AKORN INC: S&P Retains 'B' CCR & Revises CreditWatch to Positive ---------------------------------------------------------------- S&P Global Ratings revised the CreditWatch implications on Akorn Inc. to positive from developing. The corporate credit rating remains 'B'. The revised CreditWatch implications reflect the potential for an upgrade following a review of the company's financial statements. Yesterday, the company filed its SEC form 10-K, which includes the company's financials for the year ended Dec. 31, 2014, ending a 12-month period with no financial filings. The company plans to file its SEC form 10-Q for the period ended March 31, 2016, on May 16, and provide the market with a business update the next day. S&P will resolve the CreditWatch following a review of the 10-Q for the period ended March 31, 2016. ALEXZA PHARMACEUTICALS: Reports 2016 First Quarter Results ---------------------------------------------------------- Alexza Pharmaceuticals, Inc., reported a net loss of $3.36 million on $720,000 of revenue for the three months ended March 31, 2016, compared to a net loss of $404,000 on $705,000 of revenue for the same period in 2015. As of March 31, 2016, Alexza had $10.58 million in total assets, $84.9 million in total liabilities, and a total stockholders' deficit of $74.33 million. Alexza believes that, based on its cash and cash equivalent balances at March 31, 2016, the additional $2.3 million drawn in April and May 2016 under the amended and restated note issued May 9, 2016, and the Company's expected cash usage, it has sufficient capital resources to meet its anticipated cash needs to the end of June 2016. Changing circumstances may cause the Company to consume capital significantly faster or slower than currently anticipated, or to alter the Company's operations. Alexza and Grupo Ferrer Internacional, S.A. previously announced that they have entered into a definitive agreement under which Ferrer Pharma Inc., a wholly-owned subsidiary of Ferrer, will acquire Alexza for $0.90 per share in cash. In addition to the upfront cash payment, Alexza stockholders will receive a contingent value rights to receive cash payments in four payment categories if specified milestones are achieved following the closing. The transaction is expected to close in the second quarter of 2016 and is subject to customary closing conditions. A full-text copy of the press release is available for free at: https://is.gd/PK7w4n About Alexza Pharmaceuticals, Inc. Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.31 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AMERIFORGE GROUP: S&P Lowers CCR to 'CCC', Sees Covenant Breach --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Houston-based Ameriforge Group Inc. (doing business as AFGlobal Corp.) to 'CCC' from 'B'. The downgrade reflects S&P's expectation that credit measures will quickly deteriorate over the next year such that funds from operations (FFO) to debt will be below 2% and debt to EBITDA will increase well over 10x. The outlook is negative. "In addition, we lowered our issue-level rating on the company's first-lien senior secured term loan to 'CCC' from 'B+' and revised the recovery rating to '4' from '2', indicating our expectation for an average (30% to 50%, higher half of the range) recovery in the event of a payment default. At the same time, we lowered our issue-level rating on the company's second-lien term loan debt to 'CC' from 'B-' and revised the recovery rating to '6' from '5', indicating our expectation of a negligible (0% to 10%) recovery in the event of a payment default," S&P said. "The negative outlook reflects our expectations that liquidity could continue to weaken as a result of continued weak market conditions, the potential for Ameriforge to breach covenants, and negative cash generation," said S&P Global Ratings credit analyst David Lagasse. "Additionally, given our expectation that debt levels will be at unsustainable levels, we see a heightened risk of a distressed debt exchange or other debt restructuring," he added. S&P could lower the rating if the company commences a debt restructuring it views as distressed, which would likely occur if market conditions and resulting liquidity are expected to remain stretched. S&P could raise ratings if it considers a debt exchange or other restructuring unlikely. This would likely occur in conjunction with a sustained improvement in crude oil and natural gas prices that drives higher capital spending in the E&P industry. -- Standard & Poor's simulated default scenario for Ameriforge assumes a sustained period of low commodity prices and resulting decline in spending by the exploration and production sector (consistent with the conditions of the past defaults in this sector). -- To value Ameriforge, we applied a 5.5x multiple to the estimated distressed run-rate EBITDA of $50 million, which results in a gross enterprise value of about $275 million. -- S&P's recovery analysis incorporates the company's revolving credit facility, which S&P assumes is limited to $30 million based on compliance with financial covenants. -- Simulated default year: 2017 -- Net enterprise value (after 5% administrative costs): $261 million -- Valuation split in % (collateral/noncollateral): $238 million/$23 million -- Senior secured first-lien claims (including revolving credit facility claims: $566 million -- Recovery expectation: 30% to 50% (higher half of range) -- Senior secured second-lien claims: $199 million -- Recovery expectation: 0% to 10% Note: All debt amounts include six months of prepetition interest AMNEAL PHARMACEUTICALS: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service, affirmed the ratings of Amneal Pharmaceuticals LLC ("Amneal") including the B1 Corporate Family Rating and the B1-PD Probability of Default Rating. Moody's also affirmed the B1 on the senior secured credit facility. The affirmation follows the announcement that the company will upsize its existing term loan by $225 million to fund a shareholder dividend and repay amounts outstanding on the ABL facility. The outlook is stable. Despite increasing adjusted debt/EBITDA to around 4.5x to fund a shareholder dividend, the affirmation reflects Moody's expectation leverage will decline back to the 4.0x range by the end of 2016 due to EBITDA expansion fueled by new product launches. Ratings affirmed: Corporate Family Rating, at B1 Probability of Default Rating, at B1-PD Senior secured term loan, at B1 (LGD4) The outlook is stable. RATINGS RATIONALE The B1 Corporate Family Rating reflects Amneal's modest scale by revenue in the highly competitive generic pharmaceutical industry. The rating is also constrained by the company's limited cash flow which has been constrained by high expansion-related capital expenditures and working capital investment as well as Amneal's high distributions for shareholder taxes. The rating is also constrained by the expectation that the company will continue to pay dividends to shareholders from time to time. The ratings are supported by Amneal's moderate financial leverage with debt/EBITDA expected to remain around 4.0x or below. The ratings are also supported by Amneal's significant manufacturing capacity in the US and India, its diverse dosage-form development and manufacturing capabilities, including in-house active pharmaceutical ingredient (API) production, as well as the company's proven ability to launch and supply difficult-to-manufacture products. The company has a significant portfolio of new drugs on file with the FDA and in development that will drive future growth. The ratings are also supported by the company's strong quality track record and good liquidity. Though not anticipated in the near-term, Moody's could upgrade the ratings if Amneal continues to expand revenue and EBITDA and successfully executes its growth strategy. An upgrade could be considered if the company is expected to maintain adjusted debt to EBITDA below 3.5 times and generate free cash flow to debt of at least 10%. The ratings could be downgraded if Moody's expects adjusted debt to EBITDA to be sustained above 4.5x. This could occur from acquisitions, shareholder dividends or operating disruption from supply issues or difficulty in getting new products approved and launched. The weakening of liquidity due to an overly aggressive growth strategy could also lead to a downgrade. Amneal Pharmaceuticals LLC ("Amneal"), founded in 2002 and headquartered in Bridgewater, NJ, is a generic pharmaceutical manufacturer with facilities in New York, New Jersey, and India. The company generates most of its revenue in the US but is actively pursuing expansion into international generic markets. Amneal recorded net revenue of $875 million for the twelve months ended March 30, 2016. The company is owned by the founders of Amneal Pharmaceuticals and the principals of Tarsadia Investments, LLC. AMPLIPHI BIOSCIENCES: Incurs $4.83-Mil. Net Loss in First Quarter ----------------------------------------------------------------- Ampliphi Biosciences Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $4.83 million on $106,000 of revenue for the three months ended March 31, 2016, compared to a net loss attributable to common stockholders of $14.83 million on $102,000 of revenue for the same period in 2015. "We have made significant progress in 2016, effectively executing on our clinical development and business strategies," said M. Scott Salka, CEO of AmpliPhi Biosciences. "We acquired additional bacteriophage assets, presented in vitro data for AB-PA01 for Pseudomonas aeruginosa, dosed our first patient and successfully completed the first cohort in our Phase I clinical trial of AB-SA01 for the treatment of Staphylococcus aureus infections in patients with chronic rhinosinusitis. We also saw our outstanding Series B Preferred stock be converted to Common, thereby streamlining our capital structure." As of March 31, 2016, AmpliPhi had $28.26 million in total assets, $5.74 million in total liabilities, $13.61 million in series B redeemable convertible preferred stock and total stockholders' equity of $8.89 million. The Company has prepared these consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. However, the Company has incurred net losses since its inception, has negative operating cash flows and has an accumulated deficit of $365.6 million as of March 31, 2016, $50.1 million of which has been accumulated since January of 2011, when the Company began its focus on bacteriophage development. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. As of March 31, 2016, the Company had cash and cash equivalents of $6.2 million. Management believes that the Company's existing resources will be sufficient to fund its planned operations into the third quarter of 2016. "The Company's ability to raise additional funds will depend, in part, on the status of its product development activities and other business operations, as well as factors related to financial, economic, and market conditions, many of which are beyond its control. The Company cannot be certain that sufficient funds will be available to it when required or on acceptable terms, if at all. If adequate funds are not available on a timely basis or on acceptable terms, the Company may be required to significantly reduce or refocus its operations or to obtain funds through additional arrangements that may require the Company to relinquish rights to certain of its products, technologies or potential markets, any of which could delay or require that it curtail or eliminate some or all of its development programs or otherwise have a material adverse effect on the business, financial condition and results of operations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/z3LxQV About AmpliPhi AmpliPhi Biosciences Corp. is a biopharmaceutical company that develops bacteriophage-based therapeutics. It also develops an internally generated pipeline of naturally occurring viruses called bacteriophage (Phage) for the treatment of bacterial infection, such as drug-resistant strains of bacteria that are commonly found in the hospital setting. The company's Phage discovery also focuses on acute & chronic lung, sinus and gastrointestinal infections. AmpliPhi Biosciences was founded in March 1989 and is headquartered in Glen Allen, Virginia. Ampliphi Biosciences reported a net loss attributable to common stockholders of $10.79 million on $475,000 of revenue for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $21.8 million on $409,000 of revenue for the year ended Dec. 31, 2014. Ernst & Young LLP, in Richmond, Virginia, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. API HEAT: Moody's Cuts Corporate Family Rating to Caa1 ------------------------------------------------------ Moody's Investors Service downgraded API Heat Transfer ThermaSys Corporation's ("API") Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa1-PD from B3-PD and the rating on the company's first lien senior secured credit facilities, consisting of a $265 million term loan due 2019 and a $35 million revolver expiring in 2018, to B2 from B1. The rating outlook is stable. The rating action reflects the challenging operating conditions in API's oil and gas and general industrial end markets, and the resulting reduced demand for the company's products, which caused significant declines in revenues and new bookings across its operating segments. Reduced demand conditions coupled with unfavorable foreign exchange rates have contributed to a significant weakening in API's earnings and credit metrics over the past year. According to Moody's Analyst Natalia Gluschuk, "a weakened liquidity position was also an important factor in our decision to lower the rating." "API's leverage, as measured by Moody's-adjusted debt to EBITDA, increased from 6.3x at December 31, 2014 to 8.3x at 2015 year end, and rose further to above 9.0x during the first quarter of 2016. Adjusted EBITA to interest coverage has declined from 1.6x in 2014 to approximately 1.0x at the end of the first quarter of 2016. In our view, the weakness in end markets will continue to pressure API's revenues and earnings generation and key credit metrics over the next 12 to 18 months, despite management's strategic growth initiatives and various cost savings efforts. The company's effective revolver availability has declined because of a springing covenant that currently exceeds the maximum permitted level, and Moody's expects free cash flow to be modest." The following rating actions have been taken: Corporate Family Rating, downgraded to Caa1 from B3; Probability of Default Rating, downgraded to Caa1-PD from B3-PD; $265 million first lien senior secured term loan due 2019, downgraded to B2 (LGD2) from B1 (LGD3); $35 million first lien revolving credit facility expiring in 2018, downgraded to B2 (LGD2) from B1 (LGD3); Rating outlook is stable. RATINGS RATIONALE The Caa1 Corporate Family Rating reflects API's very high debt leverage, the cyclicality of its end markets and the associated potential volatility in revenues and earnings. The rating also reflects the company's small size relative to rated manufacturer peers, risks related to ongoing integration and business restructuring initiatives, and long-term risks associated with potential shareholder friendly actions given the private equity ownership. API's rating is supported by its broad product portfolio of heat exchanger offerings, global geographic footprint and production capabilities, as well as the diversity of served end markets that include the mobile power generation, process, hydraulics, oil and gas industries. Additionally, the company benefits from its solid market position in the highly fragmented global heat exchanger market, and barriers to entry such as product capabilities, long-standing customer relationships and required capital investments. API has adequate liquidity, supported by a lack of near term debt maturities. At the same time, liquidity is constrained by relatively weak free cash flow generation and by low effective revolver availability of only $7 million given that the company's senior secured net leverage is currently above the maximum permitted springing covenant level. "The stable rating outlook reflects our view that the company will minimize the negative impact on its revenues and earnings from the weakness in the end markets with strategic business initiatives, synergy realization and cost cutting efforts." The ratings could be upgraded if operating conditions in the company's end markets experience recovering trends, if the company realizes sufficient improvement in earnings and free cash flow generation that would allow adjusted leverage to decline below 7.0x and EBITA to interest coverage to improve above 1.25x on a sustainable basis. Additionally, a ratings upgrade would require a strengthening in liquidity. The ratings could be downgraded if the company's operating performance deteriorates as a result of continued challenging end market conditions, causing further margin or revenue pressure and an increase in leverage, or if liquidity were to weaken materially. API Heat Transfer ThermaSys Corporation, headquartered in Buffalo, NY, is a designer and manufacturer of industrial heat exchangers. The company was formed following the combination of two legacy entities: API Group Holdings, LLC and ThermaSys Group Holding in April 2012. API offers a broad range of heat transfer products through its five business segments: Air-Cooled Group, Shell & Tube Group, Plate & Thermal Systems Group, Thermal Transfer Products, and ThermaSys Tubing. The company is majority owned by private equity sponsor Wellspring Capital Partners. In the last twelve months ending March 31, 2016, API generated approximately $323 million in revenues. ASPEN GROUP: Presented at Drexel Hamilton Micro-Cap Investor Forum ------------------------------------------------------------------ Mr. Michael Mathews, the chairman of the Board and chief executive officer of Aspen Group, Inc. presented at the Drexel Hamilton Micro-Cap Investor Forum in New York City on May 12, 2016. A copy of the presentation is available for free at https://is.gd/46gOHm About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group reported a net loss of $4.2 million on $5.2 million of revenues for the year ended April 30, 2015, compared to a net loss of $5.3 million on $3.9 million of revenues for the year ended April 30, 2014. As of Jan. 31, 2016, Aspen had $5.12 million in total assets, $4.39 million in total liabilities and $733,628 in total stockholders' equity. BALMORAL RACING: Loeb Winternitz, Yellen Complete Sale of Assets ---------------------------------------------------------------- Loeb Winternitz Industrial Auctioneers and Yellen Partners on May 13 announced the completion of the Maywood Park personal property auction, and the Court approval for the sale in its entirety of the Balmoral Racing Club real estate and personal property assets after a decision by the Bankruptcy Court, Northern District of IL. Two last-minute bulk purchase offers were submitted directly to the Debtors during the Balmoral Park auction on Wednesday, April 27. The piecemeal auction was adjourned upon conclusion pending a decision by the Court, which was handed down on Wednesday, May 4. The accepted offer was made by HITS, Inc., a special events management company focusing on producing hunter/jumper horse shows, and triathlon/running races throughout the United States, with the expressed interest in utilizing the facility for equestrian events. "I'm proud of the efforts we put forth related to both Race Tracks," stated Charles J. Winternitz, president of Loeb Winternitz Industrial Auctioneers. "Almost 1,000 bidders participated in the auctions, and the piecemeal sale generated recovery values well above pre-auction estimates. The bulk sale of the Balmoral Racing Club assets got a little intense, but the result was worth it for the creditors, new job creation, and the town of Crete. We wish HITS, Inc. much success." Working in partnership, Loeb Winternitz and Yellen Partners were able to fully prepare the sites and complete the auctions while simultaneously allowing the discussions among bulk bidders, the debtors, and the creditors to take place. "We are proud to have participated in the sale of these venerable Chicago landmarks and especially happy to have helped reach such a good result for interested parties," said Brian Yellen, president of Yellen Partners. Balmoral Park, located just south of Crete, Illinois, ceased live horse racing in December of 2015. Originally Lincoln Fields from 1926 to 1968 hosting thoroughbred racing, and subsequently, Balmoral Park hosting harness racing. Maywood Park, located in Melrose Park, also held its last races in Fall 2015 after nearly 70 years of operation. Both tracks filed chapter 11 bankruptcy after judgment was entered against the tracks in a suit brought by four riverboat casinos. During the course of the chapter 11 cases, the Illinois Racing Board awarded harness racing dates exclusively to Hawthorn Race Course, leaving Maywood and Balmoral with no licenses to race in 2016. The bulk offers were only made on the Balmoral Park facility and do not include the assets of Maywood Park Trotting Association, which were sold via online auction on April 28. The auctions were held by order of the U.S. Bankruptcy Court, Northern District of IL, Eastern Division, Case Numbers: 14-45711 - Assets of Balmoral Park Racing Club, Inc. and 14-45718 - Assets of Maywood Park Trotting Association, Inc. About Loeb Winternitz Loeb Winternitz Industrial Auctioneers -- http://www.loebwinternitz -- is a full service auction division specializing in Webcast and Online Only auction asset disposition services. It is a subsidiary of Loeb. About Yellen Partners, LLC Yellen Partners, LLC -- http://www.yellenpartners.com-- is a specialized, hands-on provider of asset monetization solutions focused on the acquisition and disposition of retail and wholesale inventories, as well as healthcare and industrial machinery and equipment, for businesses seeking to continue operations or sell assets as a going concern. Core activities include sourcing, acquiring and monetizing distressed and other surplus assets through transaction strategies, including, but not limited to, retail store closings, orderly liquidations of wholesale inventories and specialty assets, as well as private treaty sales and on-site and on-line auctions. About Balmoral Racing Club Balmoral Racing Club, Inc., and Maywood Park Trotting Association, Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood Park racetracks in Illinois under a license granted by the State of Illinois pursuant to the Illinois Horse Racing Act of 1975. Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and Maywood Park Trotting Association (Bankr. N.D. Ill. Case No. 14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24, 2014, to continue operations into 2015 and protect themselves against property seizure. Both cases were consolidated on December 31, 2014. Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors' bankruptcy counsel. Neither a trustee nor a committee of unsecured creditors has been appointed in the Chapter 11 Cases. BAMBI DE HUMACAO: Taps Alexis Fuentes-Hernandez as Bankr. Counsel ----------------------------------------------------------------- Bambi De Humacao, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Alexis Fuentes-Hernandez, Esq., at the Fuentes Law Offices, LLC, as bankruptcy counsel. The Debtor has advanced to the firm a $1,943.87 retainer. Mr. Fuentes-Hernandez charges $250 per hour, plus expenses. Upon the exhaustion of the retainer, the billing will continue, and any compensation will be processed through the pertinent application(s) to be filed with the Court. The $1,943.87 retainer is residual of the $15,000 retainer that the Debtor advanced to the undersigned in its prior bankruptcy. Mr. Fuentes-Hernandez assures the Court that he is a disinterested person, as defined in 11 U.S.C. Section 101(14), and that he has no prior connections with Debtor, any creditor, or other party in interest, their respective attorneys and accountants, the U.S. Trustee or any person employed in the office of the U.S. Trustee. Headquartered in Caguas, Puerto Rico, Bambi De Humacao Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-03316) on April 27, 2016, listing $1.03 million in total assets and $1.46 million in total liabilities. The petition was signed by Milagros Ortiz Baerga, president. Judge Enrique S. Lamoutte Inclan presides over the case. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, serves as the Debtor's bankruptcy counsel. BASIC ENERGY: Further Amends Credit Agreement with U.S. Bank ------------------------------------------------------------ Basic Energy Services, Inc., entered into Amendment No. 3 to Term Loan Credit Agreement with a syndicate of lenders and U.S. Bank National Association, as administrative agent for the lenders, according to a Form 8-K report filed with the Securities and Exchange Commission. Pursuant to Amendment No. 3, among other things: (i) the obligation of each delayed draw term loan lender to fund its delayed draw term loan under the Term Loan Agreement is now subject to satisfaction of certain conditions precedent on or prior to Oct. 31, 2016, a date which is extended from April 29, 2016, as originally set forth in the Term Loan Agreement; (ii) the delayed draw availability period and the delayed draw commitment termination date were extended to reference Oct. 31, 2016; and (iii) the term prohibiting Basic from soliciting alternative debt financing arrangements was extended to reference Oct. 31, 2016. A copy of Amendment No. 3 is available for free at: https://is.gd/jfz5BE About Basic Energy Energy Services, Inc. provides a wide range of well site services in the United States to oil and natural gas drilling and producing companies, including completion and remedial services, fluid services, well servicing and contract drilling. These services are fundamental to establishing and maintaining the flow of oil and natural gas throughout the productive life of a well. The Company's broad range of services enables us to meet multiple needs of our customers at the well site. Basic Energy reported a net loss of $241.74 million in 2015 compared to a net loss of $8.34 million in 2014. "If we are unable to generate sufficient cash flow or are otherwise unable to obtain the funds required to make principal and interest payments on our indebtedness, or if we otherwise fail to comply with the various covenants in instruments governing any existing or future indebtedness, we could be in default under the terms of such instruments. In the event of a default, the holders of our indebtedness could elect to declare all the funds borrowed under those instruments to be due and payable together with accrued and unpaid interest, secured lenders could foreclose on any of our assets securing their loans and we or one or more of our subsidiaries could be forced into bankruptcy or liquidation. If our indebtedness is accelerated, or we enter into bankruptcy, we may be unable to pay all of our indebtedness in full. Any of the foregoing consequences could restrict our ability to grow our business and cause the value of our common stock to decline," the Company warned in its annual report for the year ended Dec. 31, 2015. As of March 31, 2016, Basic Energy had $1.16 billion in total assets, $1.14 billion in total liabilities and $25.20 million in total stockholders' equity. * * * As reported by the TCR on March 30, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth-based Basic Energy Services Inc. to 'CCC+' from 'B-'. The outlook is negative. The TCR reported on March 14, 2016, that Moody's Investors Service downgraded Basic Energy Services, Inc.'s Corporate Family Rating (CFR) to Caa3 from Caa1, its senior unsecured notes rating to Ca from Caa2, and lowered its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook remains negative. BERRY PLASTICS: Has Exchange Offer for $400M Sr. Notes Due 2022 --------------------------------------------------------------- Berry Plastics Group, Inc., announced the commencement by Berry Plastics Corporation, Berry's wholly owned subsidiary, of an offer to exchange $400 million of the Issuer's 6.00 percent Second Priority Senior Notes due 2022 that have been registered under the Securities Act of 1933 for $400 million of the Issuer's outstanding 6.00 percent Second Priority Senior Notes due 2022 that were issued on Oct. 1, 2015, in a private placement. The exchange offer is being conducted upon the terms and subject to the conditions set forth in a prospectus dated May 12, 2016, and the related letter of transmittal. The Exchange Notes are identical in all material respects to the Outstanding Notes, except that (i) the Exchange Notes will be registered under the Securities Act of 1933, (ii) the Exchange Notes bear a different CUSIP number from the Outstanding Notes, (iii) the Exchange Notes will not be subject to transfer restrictions or entitled to registration rights, and (iv) the holders of the Exchange Notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the Outstanding Notes in some circumstances relating to the timing of the exchange offer. The exchange offer is limited to holders of the Outstanding Notes. The exchange offer is scheduled to expire at 5:00 p.m. Eastern Time on June 13, 2016, unless extended. Outstanding Notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date by following the procedures set forth in the exchange offer prospectus and the related letter of transmittal. Copies of the prospectus and the related letter of transmittal may be obtained from U.S. Bank National Association, which is serving as the exchange agent for the exchange offer. The address, telephone and facsimile number of U.S. Bank National Association are as follows: By Hand, Overnight Mail, Courier, or Registered or Certified Mail: U.S. Bank National Association Attn: Corporation Actions 111 Fillmore Avenue St. Paul, MN 55107-1402 Reference: Berry Plastics Corporation By Facsimile: (615) 466-7367 Attention: Corporate Actions Reference: Berry Plastics Corporation For Information or Confirmation by Telephone: 1-800-934-6802 About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a manufacturer of films and flexible packaging for food, personal care, medical, agricultural and industrial applications. As of Jan. 2, 2016, the Company had $7.71 billion in total assets, $7.77 billion in total liabilities, $12 million in redeemable non-controlling interest and a $79 million stockholders' deficit. * * * As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the pro-forma benefits from the recent restructuring and acquisitions. The TCR reported on Feb. 23, 2016, that Standard & Poor's Ratings Services raised its corporate credit rating on Berry Plastics Group Inc. to 'BB-' from 'B+' and the issue-level ratings on the company's first-lien term loan and second-lien secured notes to 'BB' and 'B+', from 'BB-' and 'B' respectively. The outlook is positive. BGM PASADENA: Court Won't Stay Relief Orders Pending Appeal ----------------------------------------------------------- Judge Sheri Bluebond of the United States Bankruptcy Court for the Central District of California, Los Angeles Division, BGM Pasadena, LLC's motion seeking a stay pending appeal of the bankruptcy court's April 21, 2016 stay relief orders. The stay relief orders pertain to two orders of the bankruptcy court granting relief from the automatic stay authorizing secured creditor Pasadena Apts-7, LLC to exercise its rights and remedies with regard to the real property located at 210, 244-248 S. Orange Grove Boulevard in Pasadena, California, and a related Rose Parade easement. The court did not waive the provisions of Fed. R. Bankr. Proc. 4001(a)(3) in connection with the issuance of these orders. Accordingly, absent the issuance of some form of injunctive relief, the stay relief orders are scheduled to become effective on May 5, 2016. BGM Pasadena filed the motion on April 22, 2016. Judge Bluebond's denial of the motion came after review and consideration of the motion, the accompanying Request for Judicial Notice in Support of Emergency Motion for Stay Pending Appeal, the Secured Creditor's opposition thereto, a joinder in that opposition filed by senior secured creditor Cantor Group, LLC, as successor to Citizens Business Bank, and the Court's records and files in this chapter 11 case. A full-text copy of Judge Bluebond's April 27, 2016 memorandum decision is available at http://is.gd/VDi8Kdfrom Leagle.com. The case is In re: BGM Pasadena, LLC, Chapter 11, Debtor(s), Case No. 2:15-bk-27833-BB (Bankr. C.D. Cal.). BGM Pasadena, LLC, Delaware limited liability company is represented by: Lisa Lenherr, Esq. James A Tiemstra, Esq. TIEMSTRA LAW GROUP PC 1111 Broadway, Suite 1501 Oakland, CA 94607-4036 Tel: (510)987-8000 Fax: (510)987-7219 United States Trustee, U.S. Trustee, is represented by: Ron Maroko, Esq. Hatty K Yip, Esq. OFFICE OF THE US TRUSTEE 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 Tel: (213)894-6811 About BGM Pasadena BGM Pasadena, LLC, a single asset real estate, filed Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 15-27833) on Nov. 20, 2015. Greg Galletly, signed the petition as manager. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. Tiemstra Law Group PC represents the Debtor as counsel. Judge Richard M Neiter has been assigned the case. BH SUTTON: Responds to Lender's Objection to LaMonica Hiring ------------------------------------------------------------ Sutton 58 Associates LLC objected to the request of BH Sutton Mezz LLC and its debtor-affiliates to hire LaMonica Herbst & Maniscalco, LLP as its Chapter 11 counsel. Accordingly, the Debtors filed with the U.S. Bankruptcy Court for the Southern District of New York a response to the objection. The Debtors tell the Court that since late March, LH&M has provided additional information requested by Sutton 58 and its counsel on numerous occasions. Despite answering all of the questions raised by Sutton 58, Sutton 58 refused to withdraw the Preliminary Objection. In addition, LH&M filed a Supplemental Affidavit in further support of the Employment Application and a "Lar Dan" Declaration of Philip Pilevskhy on behalf of Prime Alliance Group, Ltd. in further support of the Employment Application. Sutton 58 still refused to withdraw the Preliminary Objection and instead filed a Further Objection. The Debtors contend that, as demonstrated in the Employment Application, Supplemental Affidavit and Pilevsky Declaration, LH&M neither holds nor represents an interest adviser to Sutton Mezz'z estate. No basis exists to deny the Employment Application and the Objections should be overruled. BH Sutton Mezz LLC is represented by: Joseph S. Maniscalco, Esq. LaMOnica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Telephone: (516)826-6500 About BH Sutton Mezz LLC and Sutton 58 Associates LLC New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. 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 BH Sutton in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million. Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP as its counsel. Both cases are jointly administered. BIND THERAPEUTICS: Prime Clerk Okayed as Claims & Noticing Agent ---------------------------------------------------------------- Bind Therapeutics, Inc., et al., sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as claims and noticing agent to the Debtors, nunc pro tunc to May 1, 2016. BIND Therapeutics requires Prime Clerk to: (a) prepare and serve required notices and documents in the chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of the 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 transfers 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 the chapter 11 cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), 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 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) furnish a notice to all potential creditors of the last date for filing proofs of claim and a 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 the 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 or 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 proofs 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, the "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 transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (k) 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 service 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; (o) 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 a case 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 (7) days of notice to Prime Clerk of entry of an order closing the 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 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. Prime Clerk will be paid at these hourly rates: Claim and Noticing Rates Analyst $30-$45 Technology Consultant $65-$95 Consultant/Senior Consultant $70-$165 Director $170-$190 Michael J. Frishberg No charge Solicitation, Balloting and Tabulation Rates Solicitation Consultant $185 Director of Solicitation $210 Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $20,000. Prime Clerk seeks to first apply the retainer to all prepetition invoices, and thereafter, 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. 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 can be reached at: Michael J. Frishberg PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 Fax: (212) 257-5452 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. BIOFUELS POWER: To Have 2014 Financial Statements Re-Audited ------------------------------------------------------------ Biofuels Power Corporation filed on Nov. 18, 2015, a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the resignation of Clay Thomas PC as the Company's independent auditor and the appointment of Briggs & Veselka Co. to serve as its independent auditor for the year ended Dec. 31, 2015, and all subsequent periods. On April 20, 2016, the Company filed an Annual Report on Form 10-K with the SEC which included a "Report of Independent Registered Public Accounting Firm" for the year ended Dec. 31, 2014, signed by Clay Thomas PC. At the time of the filing, the Company was unaware that the Public Company Accounting Oversight Board had revoked the registration of Clay Thomas PC and Clay Thomas CPA effective Feb. 18, 2016. "We have just become aware of the PCAOB's order dated February 18, 2016. On May 10, 2016 our board of directors concluded that our consolidated balance sheet as of December 31, 2014 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2014 should no longer be relied upon. Concurrently, our board engaged our current auditor, Briggs & Veselka Co., to re-audit our financial statements for the year ended December 31, 2014." Upon completion of the re-audit, the Company will file an Amended Report on Form 10-K/A with the Securities and Exchange Commission. About Biofuels Power Humble, Tex.-based Biofuels Power Corporation is a distributed energy company that is pioneering the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users. BPC's first power plant is currently located near Houston, Texas in the city of Oak Ridge North. Biofuels Power reported a net loss of $908,305 on $0 of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.08 million on $0 of sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Biofuels Power had $2.21 million in total assets, $8.41 million in total liabilities and a total stockholders' deficit of $6.20 million. Briggs & Veselka Co., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. BIOLIFE SOLUTIONS: Reports First Quarter 2016 Results ----------------------------------------------------- BioLife Solutions, Inc., reported a net loss of $1.49 million on $1.85 million of product revenue for the three months ended March 31, 2016, compared to a net loss of $1.15 million on $1.50 million of product revenue for the same period in 2015. As of March 31, 2016, Biolife had $10.8 million in total assets, $2.24 million in total liabilities, and $8.52 million in total shareholders' equity. On May 12, 2016, the Company entered into a $4 million unsecured credit facility with its largest shareholder, WAVI Holding AG. Under the commitment letter, WAVI has agreed to make a series of four $1 million advances on June 1, 2016, Sept. 1, 2016, Dec. 1, 2016, and March 1, 2017. The related promissory note is unsecured, carries an annual interest rate of 10%, and matures on June 1, 2017. In addition, the Company have agreed not to permit any liens on its assets, subject to certain exceptions. As partial compensation for WAVI entering into the commitment letter, the Company issued WAVI a common stock purchase warrant exercisable to purchase up to 550,000 shares of common stock at an exercise price of $1.75 per share. The warrant expires on May 12, 2021. Mike Rice, BioLife president & CEO, commented, "We continued to execute our growth plan in the first quarter of 2016, with our core biopreservation media product business experiencing another solid quarter. We fully expect continued growth in our core business. With respect to evo and biologistex, we now have a fully developed product and inventory. Our new relationship with MNX should provide expanded awareness of evo and our biologistex cold chain SaaS, as we integrate MNX services in our app and leverage the relationships of their sales team. We remain confident that we will secure customers this year and that biologistex will contribute revenue later this year and into the first quarter of 2017." Regarding the credit facility the Company executed with its largest shareholder, Rice continued, "Our entire team is thankful for the outstanding support our largest shareholder has provided BioLife since 2002, and especially now with this new loan facility, as we continue to pursue customer adoption of evo and biologistex." The Company ended the first quarter with $1.7 million in cash and anticipate that it will continue to use cash in 2016. The Company believes the recently entered into $4 million credit facility will provide sufficient capital to enable the Company to reach positive cash flow from operations next year. A full-text copy of the press release is available for free at: https://is.gd/fIvYwM About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife reported a net loss of $4.99 million on $6.44 million of product sales for the year ended Dec. 31, 2015, compared to a net loss of $3.30 million on $6.19 million of product sales for the year ended Dec. 31, 2014. BIOLIFE SOLUTIONS: Stockholders Elect 6 Directors ------------------------------------------------- On May 10, 2016, BioLife Solutions, Inc., held its 2016 annual meeting of stockholders at its principal executive office in Bothell, Washington, at which the stockholders: (a) elected Michael Rice, Raymond Cohen, Andrew Hinson, Joseph Schick, Rick Stewart and Thomas Girschweiler as directors to hold office until the 2017 Annual Meeting; (b) approved the Compensation of Named Executive Officers; and (c) ratified the appointment of Peterson Sullivan LLP as the Company's independent registered public accounting firm for 2016. About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife reported a net loss of $4.99 million on $6.44 million of product sales for the year ended Dec. 31, 2015, compared to a net loss of $3.30 million on $6.19 million of product sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Biolife had $12.36 million in total assets, $2.51 million in total liabilities and $9.85 million in total shareholders' equity. BIOMBO INC: Ch 11 Trustee Taps Thompson Law as Litigation Counsel ----------------------------------------------------------------- Deborah J. Piazza, as Chapter 11 trustee, asks the U.S. Bankruptcy Court for permission to retain Thompson Law Group, P.C., as special litigation counsel to the Chapter 11 Trustee. The Firm will: -- represent the Chapter 11 Trustee in connection with litigation against the Village of Sleepy Hollow, in which the Village obtained a judgment of $94,500 against Shippy Realty Corporation, one of the Debtors, in the Justice Court for the Village of Sleepy Hollow. The judgment purports to be secured by an escrow account in the current approximate amount of $177,000 being held by New York Title Research Corporation, pending a conclusion of the litigation; and -- represent the Chapter 11 Trustee in connection with litigation against Luis Urgiles, a tenant in an apartment at 148 Cortlandt Street, a property owned by 146-148 Cortlandt Street, LLC, one of the Debtors. Mr. Urgiles has not made rent payments for years. Prior to the Petition Date, the Firm prepared and served a 30-day notice to vacate and will be commencing summary proceedings against Mr. Urgiles in the Village of Sleepy Hollow Justice Court, Westchester. In connection with the Sleepy Hollow Litigation, the Firm will work on a contingency fee basis such that the Firm will receive 20% of any portion of the escrow that is returned to the Debtors' estates. In connection with the Summary Proceedings, the Firm will work on a reduced hourly fee rate. The usual hourly rates for various attorneys and paraprofessionals who will be rendering services on behalf of the Chapter 11 Trustee in connection with the Summary Proceedings ranges from $350 to $450 per hour. Ms. Thompson's current hourly rate is $450, but she has agreed to provide services to the Chapter 11 Trustee at a flat rate of $300 per hour for her services in connection with the Summary Proceedings until they are concluded. Janese N. Thompson, Esq., a principal at the Firm, assures the Court that the Firm is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code, has no interest adverse to, and no connections to, the Chapter 11 Trustee, the Debtors' estates, their creditors or any other party-in-interest herein or their respective attorneys and accountants with respect to matters for which the Firm is to be engaged. The Firm can be reached at: Janese N. Thompson, Esq. Thompson Law Group, P.C. Deborah A. Piazza, Esq., Chapter 11 Trustee 395 South End Avenue, Suite 30E New York, New York 10280 On Feb. 26, 2016, Tarrytown, New York-based Biombo, Inc. (Bankr. S.D.N.Y. Case No. 16-22248), Cortlandt St. LLC (Bankr. S.D.N.Y. Case No. 16-22256), 144 Cortlandt St. LLC (Bankr. S.D.N.Y. Case No. 16-22254), 146-148 Cortlandt Street, LLC (Bankr. S.D.N.Y. Case No. 16-22255), Shippy Realty Corporation (Bankr. S.D.N.Y. Case No. 16-22249), Dari Realty Corp. (Bankr. S.D.N.Y. Case No. 16-22250), and Dashley Corp. (Bankr. S.D.N.Y. Case No. 16-22253) each filed for Chapter 11 bankruptcy protection. Biombo estimated its assets and liabilities at between $1 million and $10 million. The petition was signed by Cirilo Rodriguez, president. Judge Robert D. Drain presides over the case. Bruce R. Alter, Esq., at Alter & Brescia, LLP, serves as the Debtors' bankruptcy counsel. On March 4, 2016, the Court entered an order approving the joint administration of the Debtors' Chapter 11 cases. The Debtors' principal has a pending Chapter 11 case (Bankr. S.D.N.Y. Case No. 16-22348) but the Chapter 11 Trustee is not the trustee of his case. An initial review of documents filed in these cases reveals that the Debtors' main assets consist of real property in Westchester County, New York. These cases represent at least the third time some or all of the Debtors filed for Chapter 11 relief to use the Court's jurisdiction to preserve their assets. The first case was Case No. 14-22256 which was previously dismissed. The second case, Case No. 14-23719 was dismissed with the consent of the Debtors' mortgagee, 100 Mile Fund LLC, after the Debtors, in their capacity as obligors, and the Debtors' principal, Cirilo Rodriguez, in his capacity as guarantor, agreed to a $9.50 million loan agreement and related guaranty with 100 Mile. On April 1, 2016, the Court entered an order directing the appointment of a Chapter 11 Trustee. On April 5, 2016, a court order was entered approving the appointment of Deborah J. Piazza as the Chapter 11 Trustee. BION ENVIRONMENTAL: Study Underscores Need to Reduce Ammonia ------------------------------------------------------------ Bion Environmental Technologies, Inc., announced that a Colorado State University (CSU) study has determined that ammonia emissions from livestock waste and nitrogen fertilizers have surpassed nitrates (NOx) from fossil fuel emissions "as the dominant source of disruption to the nitrogen cycle". The peer-reviewed study, published online May 9 in Proceedings of the National Academy of Sciences, was led by the head of CSU's Department of Atmospheric Science and includes collaborators from several offices of the US Environmental Protection Agency, the National Park Service and the National Atmospheric Deposition Program. Among the report's conclusions: "future progress toward reducing U.S. nitrogen deposition will be increasingly difficult without a reduction in ammonia emissions". Bion's technology platform provides dramatic reductions of ammonia emissions from livestock waste. Bion recognized early in its R&D process that a substantial amount of nitrogen in the livestock waste stream escapes through the volatilization of ammonia. Ammonia is a precursor to the formation of particulate matter that is harmful to humans. Moreover, the reactive nitrogen in ammonia is subsequently redeposited in the watershed through atmospheric deposition, where it contributes to nutrient runoff that fuels toxic algal blooms and dead zones, contamination of aquifers and drinking water, soil acidification and loss of biodiversity. Bion's 2nd generation technology platform utilizes biological processes that largely eliminate ammonia emissions, producing harmless nitrogen gas instead. Bion's 3rd generation platform utilizes an ammonia recovery process (patent applied for September 2015) to capture ammonia, which is then processed into value-added stable fertilizer. NOx emissions (nitrogen oxides) from fossil fuel combustion, including automobile and power plant emissions, have been regulated by US EPA for decades, resulting in substantial decreases of this pollutant. It has also resulted in billions of dollars in spending on pollution control technologies such as smokestack scrubbers and catalytic converters. But while nitrate levels were dropping, ammonia emissions (which are not regulated at this time) from agriculture were increasing. According to the CSU press release, "the researchers describe a slow, measurable shift in sources of nitrogen deposition - reactive nitrogen moving from the atmosphere to the biosphere - that continues to wreak havoc on ecosystems." Craig Scott, Bion's communications director, stated, "We are gratified that the CSU study validates what we have said for 25 years: that ammonia emissions from livestock waste are one of the largest sources of excess nutrients in many U.S. watersheds. Over the years, Bion has been far 'ahead of the curve' on this and many other issues related to the environmental impacts from livestock waste." Mr. Scott added, "Although beyond the scope of this study, it is important to note that the only way to mitigate atmospheric deposition of nitrogen from livestock waste is to stop the ammonia emissions from occurring in the first place, as had to be done with NOx emissions from fossil fuels. Once the ammonia has reached the atmosphere, much of the damage is done; and with respect to its contribution to nutrient runoff, only a portion of that nitrogen can be captured downstream from where it is redeposited, and it is very expensive to do so. Bion's comprehensive treatment technology can provide more effective solutions to air- and water-borne nutrients from livestock waste, as well as greenhouse gases and pathogens, for substantially less than we spend today on water treatment alone." 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. 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. 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. BLACK PRESS: Moody's Revises Outlook to Negative & Affirms B3 CFR ----------------------------------------------------------------- Moody's Investors Service revised the ratings outlooks of Black Press Ltd. and its subsidiaries, Sound Publishing Holdings Inc. and Black Press Group Ltd., to negative from stable. Moody's also affirmed Black Press' B3 corporate family rating, B3-PD probability of default rating, Ba3 rating on the revolving credit facility of Sound Publishing, and B1 ratings on the first lien term loans of Sound Publishing and Black Press Group. "The outlook change is a function of refinancing risks facing the company on its June 2018 debt maturities given ongoing revenue declines in the newspaper publishing industry," said Peter Adu, a Moody's AVP-Analyst. Ratings Affirmed: Issuer: Black Press Ltd Corporate Family Rating, B3 Probability of Default Rating, B3-PD Issuer: Sound Publishing Holdings Inc. US$10 million super priority revolver due 2016, Ba3 (LGD1) US$50 million (face value) first lien term loan due 2018, B1 (LGD2) Issuer: Black Press Group Ltd C$97.5 million (face value) first lien term loan due 2018, B1 (LGD2) Outlooks: Changed to Negative from Stable RATINGS RATIONALE Black Press' B3 CFR primarily reflects its high business risk resulting from secular newspaper industry pressures and vulnerability to cyclical advertising spending but mitigated by its focus on community newspapers, which have not lost as much revenue as urban papers, good market position in Western Canada, consistent positive free cash flow generation despite declining demand, and moderate leverage (adjusted Debt/EBITDA around 4x for the restricted group). Despite industry challenges, the rating assumes the company will maintain acceptable credit metrics through the next 12 to 18 months, given its demonstrated discipline around cost reduction and debt repayment. Also, assets outside the restricted group that represent about 30% of consolidated EBITDA (primarily the Hawaii operations) add a measure of diversity to Black Press' asset base. The rating assumes that the company will shortly renew its unused revolving credit facility that expires in June 2016 and will address its June 2018 maturities in a timely manner. Black Press has adequate liquidity, with cash balances of C$5 million at February 2016, Moody's expectation of positive annual free cash flow around C$20 million and dividends of C$4 million from its unrestricted subsidiary, Oahu Publications, Inc. (OPI), sufficient to cover scheduled mandatory term loan amortizations of almost C$25 million. Moody's has not given consideration to the company's US$10 million unused revolving credit facility that matures in June 2016 in the liquidity assessment as the company has not yet completed the renewal. The company is subject to total leverage and interest coverage covenants and Moody's expects it to maintain covenant cushion above 40% through the next 4 quarters. Black Press has some flexibility to generate liquidity from asset sales as its OPI subsidiary is unrestricted. The outlook is negative to reflect refinancing risk for the June 2018 maturities due to secular print revenue declines of the newspaper industry. An upgrade in Black Press' rating could be considered once the company successful refinances its 2018 maturities, at least stabilizes revenue and sustains adjusted Debt/EBITDA below 4x and adjusted (EBITDA -- Capex)/Interest above 2x. Black Press' ratings could be downgraded if it fails to address the 2018 maturities in a timely manner, if liquidity deteriorates or adjusted Debt/EBITDA is likely to be sustained above 5x. The principal methodology used in these ratings was the Global Publishing Industry published in December 2011. Black Press Ltd. is a privately-held free distribution community newspaper and printing company that publishes more than 150 daily and weekly newspapers in British Columbia, Alberta, Washington State and Ohio. The restricted group's revenue for the fiscal year ended February 2016 was about C$300 million. Black Press is 81% owned by the David Black family and 19% by Torstar Corporation. BLACKROCK INT'L: Taps BransonLaw PLLC as Bankruptcy Counsel ----------------------------------------------------------- Blackrock International Holdings, Inc., asks for authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jeffrey S. Ainsworth, Esq., and BransonLaw, PLLC, as bankruptcy counsel. The Firm will: a. prosecute and defend any causes of action on behalf of the Debtor; prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; b. assist in the formulation of a plan of reorganization and preparation of disclosure statement; and c. provide all other services of a legal nature. Services will be billed at the standard hourly rates of the attorneys and paralegals of the Firm, which rates range from $350 to $100. The Firm will apply its advance fee to its periodic billings subject to interim and final applications for compensation and approval by the Court, and at an appropriate time, the Firm may make application for an award of additional compensation. Prior to the commencement of this case, the Damien Pell, on behalf of the Debtor, paid an advanced fee of $11,563 for post-petition services and expenses in connection with the case and the filing fee of $1,717. The Debtor, through Damien Pell, has previously paid the Firm $1,720 on a current basis, for services rendered and costs incurred prior to the commencement of this case, including the preparation of the petition. Mr. Ainsworth assures the Court that the Firm neither holds nor represents any interest adverse to the estate, has no connection with the creditors, any party in interest, its respective attorneys and accountants, the U.S. Trustee, or any other persons employed by the U.S. Trustee. The Firm is not a creditor of this estate. The Firm can be reached at: Jeffrey S. Ainsworth, Esq. BransonLaw PLLC 1501 E. Concord Street Orlando, Florida 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 E-mail: jeff@bransonlaw.com Blackrock International Holdings, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-02695) on April 25, 2016. BMR HOLDINGS: U.S. Trustee Forms 2-Member Committee --------------------------------------------------- Guy Gebhardt, acting U.S. trustee for Region 21, on May 13, 2016, appointed two creditors of BMR Holdings, LLC to serve on the official committee of unsecured creditors. The committee members are: (1) Stephen Goldfield Tees by Tina 17633 Gunn Highway Suite 132 Odessa, FL 33556 E-mail: stephen@tinastephensgroup.com *Chairperson (813) 792-9219 Ext. 1001 (2) Larry Palnick Krazy Larry, Inc. 237 West 37th Street 8th Floor New York, NY 10018 E-mail: krazylarry212@yahoo.com (212) 382-1305 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 BMR Holdings BMR Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Middle District of Florida (Tampa) (Case No. 16-02944) on April 6, 2016. The petition was signed by Michael Levich, manager. The Debtor is represented by Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Postler, P.A. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. BURCON NUTRASCIENCE: Issues $2M Convertible Note to Large Scale --------------------------------------------------------------- Burcon NutraScience Corporation announced that, pursuant to a convertible note purchase agreement it entered into on April 7, 2016, with Large Scale Investments Limited, it has received funding from the Lender and issued a convertible note to the Lender for the principal amount of $2,000,000. The Lender is a wholly-owned subsidiary of ITC Corporation Limited. The terms of the Agreement and the Note were disclosed in a press release of Burcon dated April 7, 2016. Burcon has also filed a material change report on April 8, 2016, containing the prescribed disclosure under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The net proceeds from the issuance of the Note will be used for continued research and development of Burcon's protein extraction and purification technologies, commercialization of Burcon's pea protein technology, continued work on Burcon's intellectual property portfolio and general corporate purposes About Burcon NutraScience Headquartered in Vancouver, Canada, Burcon NutraScience Corporation has developed a portfolio of composition, application, and process patents originating from its core protein extraction and purification technology. The Company's patented processes utilize inexpensive oilseed meals and other plant-based sources for the production of purified plant proteins that exhibit certain nutritional, functional and nutraceutical profiles. For the nine months ended Dec. 31, 2015, the Company reported a loss and comprehensive loss of C$4.95 million on C$73,240 of revenue compared to a loss and comprehensive loss of C$5.04 million on C$79,879 of revenue for the nine months ended Dec. 31, 2014. As of Dec. 31, 2015, Burcon had C$5.56 million in total assets, C$374,211 in liabilities and $5.18 million in shareholders' equity. "As at December 31, 2015, the Company had minimal revenues from its technology, had an accumulated deficit of C$75,940,041, and had relied on equity financings, private placements, rights offerings and other equity transactions to provide the financing necessary to undertake its research and development activities. As at December 31, 2015, the Company had cash and cash equivalents of C$1,908,210 and short-term investments of C$1,384,000. These conditions indicate existence of a material uncertainty that casts substantial doubt about the ability of the Company to meet its obligations as they become due and, accordingly, its ability to continue as a going concern," the Company stated in its quarterly report for the period ended Dec. 31, 2015. CAPSTONE PEDIATRICS: Hires Dunham Hildebrand as Counsel ------------------------------------------------------- Capstone Pediatrics, PLLC, asks for authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC, as the Debtor's counsel in this case, to replace Emerge Law PLC. Objections to the motion must be filed by June 3, 2016. A hearing on the motion will be held on June 14, 2016. On March 21, 2016, the Court approved the employment of Emerge Law PLC. On the petition date and at the time of the Debtor's application to employ Emerge Law, undersigned counsel Griffin S. Dunham, Esq., acted as primary counsel for the Debtor. Mr. Dunham has since started his own Firm and has continued to represent the Debtor. The Debtor assures the Court that there is no conflict of interest between Emerge Law and the Firm, and the Debtor's transition to the Firm was seamless by agreement of all the parties. The Firm has been and will be employed to provide various legal services for the Debtor, including, but not limited to: a. render legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigate and, if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other legal services as may be necessary or proper; d. assist and counsel the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. represent the Debtor in any forum as may be necessary to protect the interests of the Debtor; and f. perform all other legal services that may be necessary and appropriate in the general administration of this estate. The Debtor and the Firm do not believe that there is any actual or potential conflict of interest affecting the Firm's representation of the Debtor. The Firm does not currently, and has not previously, represented any creditor of the Debtor or any party in interest. The Firm will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date of services are rendered. The Firm's current standard hourly rates are: Members and Counsel $250-$300 Paralegals $150 The Firm's standard hourly rates are subject to adjustment as of Jan. 1 of each year. In addition to seeking payment for legal services, the Firm will charge for all expenses actually incurred on behalf of the Debtor. With the Debtor's consent, Emerge Law transferred to the Firm the $20,000 retainer being held for services performed in connection with this case. The Firm proposes to continue holding this firm as security for payment of fees accrued in connection with the representation of the Debtor. Griffin S. Dunham, Esq., a member at Dunham Hildebrand, assures the Court that the Firm does not represent any interest adverse to the Debtor or the Debtor's estate in the matter upon which it is to be engaged. According to Mr. Dunham, the Firm is a disinterested person under Bankruptcy Code Sections 101(14) and 327. To the best of the Debtor's knowledge and the Firm's knowledge, the Firm has no disqualifying connection with the Debtor or the estate, the Debtor's creditors, or any other party in interest, its respective attorneys and accountants, the U.S. Trustee or any person employed in the office of the U.S. Trustee. The Firm can be reached at: Griffin S. Dunham, Esq. Henry E. Hildebrand, IV, Esq. DUNHAM HILDEBRAND, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, Tennessee 37203 Tel: (615) 933-5850 E-mail: griffin@dhnashville.com About Capstone Pediatrics Capstone Pediatrics, PLLC, aka Centennial Pediatrics, is a physician-owned pediatric practice headquartered in Nashville, Tennessee. The Company was formerly known as Centennial Pediatrics. It was acquired by Dr. Gary Griffieth and his sister, Winnie Toler, in late 2013 from Dr. Edward Hamilton, who was convicted on a misdemeanor fraud. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-09031) on Dec. 18, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by Gary G. Griffieth, chief executive officer. Judge Randal S Mashburn presides over the case. Griffin S Dunham, Esq., at Emerge Law PLC serves as the Debtor's bankruptcy counsel. CAPSTONE PEDIATRICS: Taps Legacy Strategy as Consultant, Advisor ---------------------------------------------------------------- Capstone Pediatrics, PLLC, seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Stephen Tisdell, principal at Legacy Strategy Group, to consult with the Debtor and serve in an advisory capacity in this case. Objections to the motion must be filed by June 3, 2016. A hearing on the motion will be held on June 14, 2016. In exchange for general advisory services in relation to business matters that arise from time-to-time, Mr. Tisdell will be compensated on a flat-fee basis of $3,000 per month, plus reasonable expenses actually incurred. Mr. Tisdell will also consider the Debtor's financial situation and provide consulting services based on the Debtor's cash position. In addition, Mr. Tisdell will be involved to assist the Debtor, and counsel for the Debtor, structure a plan of reorganization that will be sustainable, viable, and feasible. Mr. Tisdell assures the Court that he does not have an interest adverse to the Debtor or to the estate, that he is disinterested within the meaning of 11 U.S.C. Sections 101(14) and 327. About Capstone Pediatrics Capstone Pediatrics, PLLC, aka Centennial Pediatrics, is a physician-owned pediatric practice headquartered in Nashville, Tennessee. The Company was formerly known as Centennial Pediatrics. It was acquired by Dr. Gary Griffieth and his sister, Winnie Toler, in late 2013 from Dr. Edward Hamilton, who was convicted on a misdemeanor fraud. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-09031) on Dec. 18, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by Gary G. Griffieth, chief executive officer. Judge Randal S Mashburn presides over the case. Griffin S Dunham, Esq., at Emerge Law PLC serves as the Debtor's bankruptcy counsel. CASELLA WASTE: Moody's Assigns B1 Rating on $15MM NYSEFC Bonds -------------------------------------------------------------- Moody's Investor Services assigned a B1 rating to the $15 million New York State Environmental Facilities Corporation Solid Waste Disposal Revenue Bonds (NYSEFC) which are guaranteed by Casella Waste Systems, Inc. All other ratings are unaffected, including the B3 Corporate Family Rating (CFR). A portion of the bond proceeds will be used to repay Casella's asset-backed revolver (ABL) for expenditures already made with the remainder held as restricted cash until utilized for qualifying expenditures over the next several quarters. The rating outlook is stable. RATINGS RATIONALE Casella's B3 CFR reflects improving but still elevated debt-to-EBITDA (5.6x for the latest twelve months ended December 31, 2015), weak EBIT-to-interest coverage (below 1x) and modest scale with a regional focus. Margins, after improving solidly in 2014, fell slightly in 2015 as they remain hindered by under-utilization of disposal assets. Ongoing operational improvement initiatives, including sourcing incremental waste volumes to the company's Western New York and Pennsylvania landfills, as well as heightened focus on collection route efficiencies continue to drive higher returns and cash flow. In addition, the transition to a new pricing structure for the recycling operations is boosting operating income. Liquidity is adequate as denoted by the SGL-3 rating. Casella's modest cash position is supported by improving free cash flow generation that is being driven by stronger margins - year-over-year pricing growth in the collection and disposal lines of business -- and capital expenditures as a percentage of revenues settling into the 8-10% range. The company's ABL (unrated) provides borrowings up to $190 million based on a borrowing base formula. As of March 31, 2016, availability was nearly $44 million after deducting revolver borrowings and outstanding letters of credit. Moody's expects availability to steadily increase through 2016 with the planned pay down (roughly $11 million) from these bond proceeds as well as the application of free cash flow to the outstanding revolver balance. The ABL requires Casella to maintain a minimum EBITDA at all times. In addition, if availability falls below a minimum threshold, maximum first-lien leverage and minimum fixed charge coverage covenants are then tested. The stable outlook reflects Moody's expectations for revenue growth in excess of 5% over the next 12 -- 18 months driven by stronger pricing, improving volumes led by a pick-up in construction and demolition revenues and rising tipping fees as a result of reduced landfill capacity in the Northeast US. The majority of expected free cash flow - $20 million range for 2016 - is anticipated to be utilized to pay down the ABL with occasional prepayments on the higher-coupon (7.75%) senior subordinated notes, improving prospects for future free cash flow. Meaningful and profitable expansion of the company's operating footprint beyond New England and New York could lead to a ratings upgrade. Additionally, debt-to-EBITDA near 5x, free cash flow-to-debt in the mid-single digits and EBIT-to-interest approaching 1.5x could result in upward rating pressure. A material decline in revenues, free cash flow turning negative for an extended period of time or a material erosion in the liquidity position could lead to a downgrade. The two-notch differential from the B3 CFR reflects the effective priority and proportion of these bonds relative to the $366 million of subordinated notes outstanding, which will absorb first loss in default. Rating Assigned: Senior Unsecured Solid Waste Disposal Revenue Bonds of B1 (LGD2) The principal methodology used in this rating was Environmental Services and Waste Management Companies published in June 2014. Headquartered in Rutland, Vermont, Casella is a Northeast US regional, vertically-integrated solid waste management services company. Latest twelve month revenues as of March 31, 2016, were approximately $555 million. CCH JOHN EAGAN: Taps Robert P. Hein as Evictions Attorney --------------------------------------------------------- CCH John Eagan II Homes, L.P., seeks permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Robert P. Hein, Esq., of Robert P. Hein, P.C. and Fowler, Hein, Cheatwood & Williams, P.A., nunc pro tunc to Dec. 7, 2015, as the Debtor's special counsel evictions attorney. The Debtor needs the services of special counsel in the Atlanta area to handle contested1 evictions matters against non-paying tenants. The Debtor has budgeted $1,700 per month for eviction services in its three month budget for the period of May 1, 2016 - July 301, 2016, which the Court has approved. This figure includes payments to a non-lawyer eviction company to file and process non-contested eviction filings as well as to pay the Firm's monthly invoices to handle contested eviction matters. The Firm has performed legal eviction services for the Debtor during the course of this case, and has billed the Debtor the sum of $1,699.50 that has not yet been paid. The Debtor requests that the Court authorize it to pay the Firm the outstanding sum. Robert Hein, Esq., a principal at the Firm, assures the Court that the Firm doesn't represent any interest adverse to the Debtor, the Debtor's estate, the Debtor's creditors or any other parties in interest in this case, the Office of the U.S. Trustee or any person employed by the Office of the U.S. Trustee. According to the Firm's fees and pricing schedule, the Firm will be paid: Filing Fees for Dispossessory $30 per case, plus Warrants applicable court costs for the county's filing fee Writ Application Fee $25 per case, plus applicable court costs for the county's court costs to apply for writ Marshal's or Sheriff's Applicable fee charged by Eviction Fee the county Labor Fees for Eviction Eviction labor services are provided by Eviction Services, Inc., and billed directly to clients at $92.50 minimum trip charge for "lock-outs" and $85 per half-hour ($170 per hour) for full labor crew. Routine Dispossessory Court Fulton, Dekalb, Gwinnett, Appearances Cobb, and Clayton: $90 per case per calendar. Call for quote on other counties inside and outside Metro are. "Routine" cases are those which require only one court appearance for trial. Douglas and Rockdale: $210 for the first case and $90 for subsequent cases on the same calendar Non-Routine Dispossessory $235 per hour. "Non- Court Appearances Routine" cases are those which require more than one court appearance, extensive preparation for trial, review of documentation, defense of counterclaims, etc. Satisfactions of Judgment $70 per resident, minimum charge Other Hourly Matters $235 -- Bankruptcy Stays and Motions -- Lease Review -- Non-routine Landlord/Tenant -- Defense of Resident Lawsuits -- Housing Code Violations -- Sign Ordinance Violations Fair Housing and Employment Law -- Fair Housing Claims $285 per hour -- EEOC Claims and Complaints $285 per hour -- Personnel Policies and Call for quote. Procedures Manuals and Associate Handbooks Mold Litigation Defense $285 per hour Seminars and Training -- Fair Housing and Accessibility Issues -- Landlord and Tenant and Eviction Issues -- Premises Liability (including Crimes committed on property) -- Hiring, Firing and Call for quote which Employment Law includes written materials and certificates of attendance. The Firm can be reached at: Robert P. Hein, P.C. FOWLER, HEIN, CHEATWOOD & WILLIAMS, P.A. Suite 220, Park Central 2970 Clairmont Road Atlanta, Georgia 30329-1634 Tel: (404) 633-5114 Fax: (404) 325-9721 About CCH John Eagan Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II Homes, L.P., owns and operates a 180 unit multifamily apartment complex in Atlanta, Georgia commonly known as Magnolia Park Apartments – Phase II. The petition was signed by Yashpal Kakkar, managing member, CCH John Eagan II Partners, LLC, GP. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. Judge Erik P. Kimball presides over the case. Eric A Rosen, Esq., at Fowler White Burnett, P.A., serves as the Debtor's bankruptcy counsel. CHAPARRAL ENERGY: Moody's Lowers PDR to D-PD on Ch. 11 Filing ------------------------------------------------------------- Moody's Investors Service downgraded Chaparral Energy, Inc.'s Probability of Default Rating (PDR) to D-PD from C-PD and affirmed its other ratings following the company's announcement that it had filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on May 9, 2016. The outlook remains stable. Moody's will withdraw all ratings for the company in the near future. Downgrades: Issuer: Chaparral Energy, Inc. Probability of Default Rating, Downgraded to D-PD from C-PD Ratings and outlook affirmed: Issuer: Chaparral Energy, Inc. Corporate Family Rating, at C Senior Unsecured notes, at C (LGD 6) Outlook, Stable Rating unchanged: Speculative Grade Liquidity Rating, at SGL-4 RATINGS RATIONALE A bankruptcy filing by Chaparral has resulted in its PDR being downgraded to D-PD. The company's other ratings have been affirmed, which reflects Moody's view on the potential overall family recovery. Shortly following this rating action, Moody's will withdraw Chaparral's ratings. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Chaparral Energy, Inc. is an independent exploration and production company headquartered in Oklahoma City, Oklahoma. CHARTER COMMUNICATIONS: Moody's Raises CFR to Ba2; Outlook Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Charter Communications Inc.'s Corporate Family Rating to Ba2 from Ba3, Probability of Default rating to Ba2-PD from Ba3-PD and revised the rating outlook to stable from review for upgrade following the Federal Communications Commission's announcement that it has formally approved the acquisition of Time Warner Cable, Inc. and Bright House Networks by Charter. Moody's also downgraded Charter Communications Operating, LLC's ("CCO"- a wholly-owned subsidiary of Charter) Baa3 senior secured bank credit facility rating to Ba1 and confirmed CCO Holdings, LLC's ("CCOH" - a wholly-owned subsidiary of Charter) B1 senior unsecured debt ratings. Concurrently, Moody's downgraded TWC's senior unsecured long-term debt ratings to Ba1 from Baa2. Moody's ratings for TWC senior unsecured debt anticipates that those notes will be secured at the close of the acquisition. In addition, TWC's commercial paper rating was lowered to Not Prime from Prime-2 and will be withdrawn at the time of closing. This concludes the review for upgrade of Charter's ratings and review for downgrade for TWC's debt ratings initiated on May 26, 2015, following Charter's agreement to acquire TWC for approximately $80 billion. The Speculative Grade Liquidity (SGL) rating is unchanged at SGL-2. Upgrades: Issuer: Charter Communications Inc. Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Corporate Family Rating, Upgraded to Ba2 from Ba3 Downgrades: Issuer: Charter Communications Operating, LLC Senior Secured Bank Credit Facility, Downgraded to Ba1 (LGD3) from Baa3 (LGD2) Issuer: Time Warner Cable Enterprises LLC Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 (LGD3) from Baa2 Issuer: Time Warner Cable, Inc. Backed Senior Unsecured Regular Bond/Debenture (Foreign Currency), Downgraded to Ba1 (LGD3) from Baa2 Senior Unsecured Regular Bond/Debenture (Foreign Currency), Downgraded to Ba1 (LGD3) from Baa2 Backed Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to Ba1 (LGD3) from Baa2 Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to Ba1 (LGD3) from Baa2 Issuer: Time Warner Cable, Inc. Senior Unsecured Commercial Paper, Downgraded to NP from P-2 Confirmations: Issuer: CCO Holdings, LLC Senior Unsecured Regular Bond/Debenture, Confirmed at B1, to (LGD6) from (LGD5) Backed Senior Unsecured Regular Bond/Debenture, Confirmed at B1, to (LGD6) from (LGD5) Backed Senior Unsecured Shelf, Confirmed at (P)B1 Issuer: Charter Communications Inc. Senior Unsecured Shelf, Confirmed at (P)B1 Outlook Actions: Issuer: CCO Holdings, LLC Outlook, Changed To Stable From Rating Under Review Issuer: Charter Communications Inc. Outlook, Changed To Stable From Rating Under Review Issuer: Charter Communications Operating, LLC Outlook, Changed To Stable From Rating Under Review Issuer: Time Warner Cable Enterprises LLC Outlook, Changed To Stable From Rating Under Review Issuer: Time Warner Cable, Inc. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE When Charter announced the acquisitions of TWC and BHN in 2015, Moody's stated that the company's CFR would be upgraded following completion of the acquisitions and if debt-to-EBITDA for the combined entity is expected to be sustained below 4.5x (incorporating Moody's standard adjustments). On a pro forma basis, adjusted leverage for the combined company was approximately 4.7x as of 12/31/2015 and based on our expectations for continued steady revenue and EBITDA growth going forward, we estimate that gross adjusted leverage will decline to under 4.5x within the next 12 months. On a consolidated basis, 2015 and Q1-2016 operating performance have tracked very close to Moody's initial forecast, based on which the Charter's ratings were placed on review for upgrade and TWC's debt ratings were placed on review for downgrade, and the final capital structure post-closing is expected to be in line with Moody's assumptions and expectations for the credit ratings at closing. The incremental scale achieved through the transaction and the large equity consideration in the deal are key drivers of the Ba2 CFR. The Charter component of the combined company will gain significant leverage with respect to the procurement of content and capital equipment, which should yield a meaningful cost savings opportunity. The increased scale will also allow for more robust product capability investments, as development costs will now be spread across a much larger subscriber and revenue base. The company's market position should remain solidly positioned, with a leading broadband infrastructure and growing commercial opportunity. The Ba2 CFR is supported by Charter's number two market position (behind only Comcast Corporation -- A3, Stable) with approximately 17 million video customers, 21 million high speed data customers and 11 million telephony customers. The three companies combined revenue for 2015 was approximately $37 billion and combined EBITDA was roughly $13 billion (Moody's adjusted). The secured bank debt and secured notes in the combined entity's capital structure (at CCO) are expected to be over 70% of the total debt in the capital structure and therefore only gets one notch up from the CFR to Ba1. As the unsecured notes residing at CCOH, an intermediate holding company, represent only around a quarter of the total debt, they would take a disproportionate share of any loss and therefore are notched down two levels from the CFR to B1. Notably, the secured debt would be notched up to Baa3 if the ratio of secured to unsecured debt changes to 50%. However, we don't anticipate significant changes to the company's capital structure mix to occur over the intermediate term. The SGL-2 rating reflects Moody's expectation for good liquidity over the next 12-18 months. After completion of the TWC and BHN acquisitions, Charter will have access to a $3 billion revolving credit facility maturing in May 2021. Pro forma for 2015, the combined entity generated free cash flow of approximately $2.4 billion and going forward Moody's expects Charter will generate free cash flows of over $2.5 billion. Moody's expects Charter will generate sufficient free cash flows to fund its operating needs, capex and mandatory term loan amortizations. Further, the company is expected to remain in compliance with its 6.0x consolidated leverage ratio at CCOH and 5.0x consolidated leverage ratio at CCO and 4.0x first lien leverage ratio also at CCO. The stable outlook reflects our expectation that Charter's debt-to-EBITDA (incorporating Moody's standard adjustments) will be sustained below 4.5x over the rating horizon and the company will continue to generate positive free cash flow and maintain good liquidity. What Could Change the Rating - Down Moody's would likely downgrade ratings if another sizeable debt funded acquisition, ongoing basic subscriber losses, declining penetration rates, and/or a reversion to more aggressive financial policies contributed to expectations for sustained leverage above 4.5x debt-to-EBITDA or sustained low single digit or worse free cash flow-to-debt. What Could Change the Rating - Up Moody's would consider an upgrade with continued improvements in both financial and operating metrics and a commitment to a better credit profile. Specifically, Moody's could upgrade the CFR based on expectations for sustained leverage below 4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%, along with maintenance of good liquidity. A higher rating would require clarity on fiscal policy, as well as product penetration levels more in line with industry averages and growth in revenue and EBITDA per homes passed. One of the largest domestic cable multiple system operators serving approximately 17 million video subscribers (pro forma for TWC and BHN acquisitions), Charter Communications, Inc. maintains its headquarters in Stamford, Connecticut. Pro forma annual revenue is approximately $37 billion. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. CHENIERE CORPUS: Moody's Assigns Ba3 Rating on $1BB Bond Offering ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Cheniere Corpus Christi Holdings, LLC's (CCH or the Project) proposed $1.0 billion senior secured bond offering. The rating outlook for CCH is stable. This is the first time Moody's is assigning a public rating at CCH. Proceeds from the bond offering will be used to repay and/or reduce commitments under CCH's existing $8.4 billion senior secured term loan facility due May 2022. CCH owns Corpus Christi Liquefaction, LLC (CCL), currently a two train liquefied natural gas (LNG) project under construction with a capacity of 9.0 million tonnes per annum (mtpa) and Cheniere Corpus Christi Pipeline, L.P. (CCP), a 23-mile long natural gas pipeline which will bring feedstock to CCL from various intrastate and interstate pipelines. CCH, CCL and CCP are owned by Cheniere Energy Inc. (Cheniere: not rated). CCH's senior secured notes will be guaranteed by CCL, CCP and Corpus Christi Pipeline GP, LLC (CCP GP). Rating Rationale CCH's Ba3 senior secured rating is supported by fixed capacity type payments under 20-year Sale and Purchase Agreements (SPA) between CCL and six separate investment grade shippers that provide significant and predictable future cash flows. Moreover, the rating considers the lump sum Engineering, Procurement, and Construction (EPC) contract with a subsidiary of Bechtel Corporation (Bechtel) and Bechtel's global experience in building similar large LNG liquefaction facilities. That said, the Ba3 rating incorporates construction risk, the complexities around the consolidated capital structure, additionally sizable equity contribution requirements from Cheniere and operating period execution risks. Anticipated cash flows under contractual arrangements with the shippers support CCH's Ba3 rating. These contracts account for approximately 7.65 million ton per annum (mtpa) or 85% of CCL's expected nameplate capacity. Required payments include capacity payments and variable production based payments. Capacity payments alone are expected to generate revenues of approximately $1.4 billion annually beginning in 2021, the first full-year of operations of both trains. Moody's calculates that this amount appears sufficient to easily cover expected operating and maintenance expenses (estimated to be approximately $350 million) and interest ($550 million) under our base case. The weighted average credit rating of CCL's shippers (weighted by shippers' contractual volumes) is Baa2. EPC Assessment Additional support for CCH's Ba3 rating comes from the turnkey EPC contract with a subsidiary of Bechtel Corporation for Trains 1&2 that provide significant construction-related protections and utilizes known and proven technology. Contractual protections include a guaranteed production capacity and a minimum acceptable capacity, which ensures that CCL should meet its contractual obligations. Moody's believes that the guaranteed completion dates under the Bechtel contract are conservative compared to the commercial operation requirements under the offtake contracts. While the turnkey contract reduces construction risk, CCH represents a very sizeable and multi-year construction project. The history of large scale projects are mixed even for projects that have EPC contracts with reputable contractors and cost overruns, delays and recurring mechanical issues are possible. As such, the rating at CCH is likely capped at the Ba3 rating level during much of the construction period. The current expectation is for CCL's Train 1 to reach substantial completion in 2019 and Train 2 to reach substantial completion no later than 2020. CCL is currently being developed for up to three trains. While construction has begun on Trains 1 and 2, Train 3 is not yet under construction. Cheniere has obtained authorization to construct and operate Train 3 and has entered into a EPC contract with Bechtel for its construction. Moreover, a seventh SPA has been entered into which would commence with the commercial operation of Train 3. However, with Train 3 not under construction, the existence of the seventh SPA exposes CCL to potential incremental liabilities beginning mid-2022. That said, Moody's views these potential liabilities as being manageable. Capital structure complexities The Ba3 rating considers the complexities around the issuer and its affiliate's capital structure and near-term equity funding requirements from Cheniere. Terms of CCH's senior secured term loan facility require 25% of total project costs to be funded with equity or cash flow generated during operation. Given the project's total expected costs, Cheniere's total equity requirement is approximately $3.0 billion while funded senior debt will exceed $8.0 billion. To date, Cheniere has contributed approximately $1.7 billion of equity, including development costs, and will need to contribute incremental equity on a pro-rata basis with debt drawdowns over the near-term to maintain the 25% equity capitalization. Cheniere's equity funding requirement could begin as soon as December 2016. Cheniere intends to fund the equity requirement with available corporate-level cash, which totaled $1.1 billion at March 31, 2016, near-term operating cash flow or additional Cheniere-level capital raises. CCH's Ba3 rating assumes that Cheniere provides the required equity contribution as needed and therefore funding, when completed, will not have positive rating ramifications. However, the failure by Cheniere to make the required equity contributions would prohibit CCH from accessing debt funding and would have negative rating consequences for CCH. Cheniere raised approximately $1.0 billion of the $1.7 billion contributed to CCH to date through a May 2015 convertible note offering with an affiliate of EIG Global Energy Partners, LLC (EIG) (the EIG Notes). Terms of the EIG Notes, include among other things, a ten-year bullet maturity, interest paid-in-kind (PIK) until CCL achieves commercial operation, and the ability to convert to Cheniere equity conditioned upon Cheniere's market capitalization meeting predetermined levels. The failure to meet the market capitalization requirement would result in a sizable debt obligation that would need to be refinanced in 2025. While a low probability event, an event of default under the EIG Notes that results in the noteholders taking control of the indirect equity ownership interest in CCH could indirectly trigger a mandatory prepayment under CCH's financing documents and, prior to completion of the first two trains, a change of control event of default under CCH's term loan facility. Financial analysis and assessments The Ba3 rating considered the consolidated profile of CCH as well as financial scenarios where the EIG Notes do not convert, partially convert (approximately 60% of principal converts to Cheniere equity) and lastly, fully convert to Cheniere equity. These scenarios did not consider revenue from the seventh SPA. The various financial scenarios tested all suggest contracted cash flows will be sufficient to repay CCH's debt in full while maintaining adequate coverage and providing significant upstream cash flows. That said, there is sufficient uncertainty at this time around CCH's financial structure and policy, including the ability to convert the EIG Notes to Cheniere equity and debt amortization at CCH. Moody's financial sensitivity assumed, among other things, 50% facility usage and higher financing and operating costs vis-à-vis management's base case. Under Moody's scenario, debt service coverage ratio (DSCR) and funds from operation (FFO) to debt averaged approximately 1.4 times and 12% annually, respectively, at CCH over the 2021-2034 timeframe. Under a consolidated scenario that assumed the EIG Notes do not convert to Cheniere equity, Moody's calculates consolidated DSCR, including interest expense on the EIG Notes, at approximately 1.2 times and FFO to debt at approximately 6% during the same timeframe. Lastly, the same consolidated metrics are approximately 1.3 times and 9%, respectively, when one assumes a partial conversion of the EIG Notes to Cheniere equity. Other factors / Considerations An ongoing challenge facing CCH incorporated into the rating assignment is the current weak pricing environment for spot LNG, owing in part by the decline in price for oil, the reduced regional demand in Asia and a wave of new LNG capacity coming online around the world. While a concern that most likely impacts profitability prospects at Cheniere, the CCH rating incorporates the view that shippers will honor the terms of their respective SPA's through the 20-year term. CCH's senior secured notes will be guaranteed by CCL, CCP and CCP GP and bondholders will be provided first lien security interests in the assets and equity of each CCH, CCL, CCP and CCP GP on a pari passu basis with CCH's senior secured bank loan lenders. Rating Outlook CCH's stable rating outlook reflect the expectation that Cheniere will provide equity funding as required and that construction will be completed on time and on budget. CCH's rating is unlikely to be upgraded in the near-term given the multi-year construction period. Over the longer-term, positive trends that could lead to an upgrade include successful construction completion, attainment of commercial operation, and good operational performance. The communication of a financial strategy that includes meaningful debt amortization is also a rating consideration. Conversely, CCH's rating could be pressured should it encounter significant construction cost overruns or delays, major operating problems or if there is material offtaker credit deterioration. Moreover, CCH's rating would be downgraded should Cheniere be unable to provide the required equity funding. While certain ring-fencing mechanisms have been implemented, CCH's rating could also face negative rating action if Cheniere experiences significant financial stress. The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. CLASSIC COMMUNITIES: Hires Cunningham Chernicoff as Bankr. Counsel ------------------------------------------------------------------ Classic Communities Corporation seeks permission from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Cunningham, Chernicoff & Warshawsky, P.C., to represent it with respect to its Chapter 11 case and related matters. The professional services to be rendered by CC&W include, but are not limited to: a. giving the Debtor legal advice regarding its powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b. preparation and filing on behalf of the Debtor, as debtor-in-possession, the original Petition and schedules, and all necessary applications, complaints, answers, orders, reports and other legal papers; and c. performance of all other legal services for the Debtor, as debtor-in-possession, which may be necessary. In the year prior to the filing of this Petition, the Debtor paid the sum of $171,429.45. In the 90 days prior to the filing of the Petition, the Debtor paid a total of $59,571.81. All of the payments were made on account of current services performed for the Debtor. Because of the extensive legal services required, the Debtor desires to employ CC&W on a general pre-Petition retainer of $63,696.86. All charges will be billed at the CC&W's standard hourly billing rates: Robert E. Chernicoff, Esq. $350 Partners $200-$300 Associate Attorneys $150-$200 Paralegals $100 Robert E. Chernicoff, Esq., a shareholder at CC&W, assures the Court that the firm has no connection to any party in this Chapter 11 case, including without limitation to the Debtor, its creditors, or any other parties in interest. CC&W is not a creditor to the Debtor, and is disinterested. Headquartered in Harrisburg, Pennsylvania, Classic Communities Corporation filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 16-02022) on May 10, 2016, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Douglas Halbert, president. Judge Mary D. France presides over the case. Robert E Chernicoff, Esq., at Cunningham, Chernicoff & Warshawsky, P.C., serves as the Debtor's bankruptcy counsel. CM REED ALMEDA: Selling Property for $950K After Top Bid Cancelled ------------------------------------------------------------------ CM Reed Almeda 1-3062, LLC, on May 11, 2016, filed with the U.S. Bankruptcy Court for the District of Nevada a motion to sell a tract of land located in Houston, Harris County, Texas, consisting of approximately 16.0638 acres of land situated at or near the intersection of Reed and Almeda Streets, Houston, Harris County Texas, to Reed/Almeda Siding LLCfor $950,000. The Debtor has been marketing Property since the filing of the case in 2013. The Court approved bid procedures and the Debtor received a qualifying bid and did conduct an auction on Feb. 9, 2016. The Debtor held an auction for the property on Feb. 9, 2016 and the winning bidder was Dangs Enterprises, Inc., at a price of $1,650,000. Unfortunately, Dangs defaulted on the contract to purchase the property approximately one hour prior to the closing. Since that time, the Debtor has contacted all parties who expressed an interest in the property and conducted a mini auction. The winning bidder was Reed/Almeda Siding LLC, who submitted the contract for a sales price of $950,000. The sale of the Property pursuant to the contract will provide the funds to pay the Debtor's creditors. The Debtor obtained the Property not with the intention to develop but solely as a result of a foreclosure on a loan. About CM Reed Almeda 1-3062 CM Reed Almeda 1-3062, LLC, is a Nevada entity owned by DCR Liquidating Trust, a liquidating trust established pursuant to a plan of reorganization in the Chapter 11 bankruptcy proceedings of Desert Capital REIT, Inc. (Bankr. D. Nev. Case No. 11-16624). CM Reed Almeda 1-3062, LLC, sought Chapter 11 protection (Bankr. D. Nev. Case No. 13-19117) on Oct. 29, 2013. The Debtor has been marketing property that it owns in Houston, Texas, since the filing of the case in 2013. The 2013 case is assigned to Judge Laurel E. Davis. The Debtor estimated $1 million to $10 million in assets and debt. The Debtor's attorneys: GARMAN TURNER GORDON LLP Gerald M. Gordon, Esq. Mark M. Weisenmiller, Esq. 650 White Drive, Suite 100 Las Vegas, NV 89119 Telephone: (725) 777-3000 Facsimile: (725) 777-3112 E-mail: ggordon@gtg.legal mweisenmiller@gtg.legal - and - HELLER, DRAPER, PATRICK, HORN & DABNEY, L.L.C. Douglas S. Draper, Esq. 650 Poydras St., Suite 2500 New Orleans, LA 70130 Telephone: (504) 299-3333 Facsimile (504) 299-3399 E-mail: ddraper@hellerdraper.com COATES INTERNATIONAL: Incurs $2.15 Million Net Loss in 1st Quarter ------------------------------------------------------------------ Coates International, Ltd., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.15 million on $4,800 of total revenues for the three months ended March 31, 2016, compared to a net loss of $2.81 million on $4,800 of total revenues for the same period in 2015. As of March 31, 2016, Coates had $2.42 million in total assets, $7.56 million in total liabilities, and a total stockholders' deficiency of $5.14 million. "Our cash position at March 31, 2016 was $42,560, an increase of $13,353 from the cash position of $29,207 at December 31, 2015. We had negative working capital of ($5,336,365) at March 31, 2016 which represents an improvement in our working capital of $139,593 compared to the ($5,475,958) of negative working capital at December 31, 2015. Our current liabilities of $5,609,002 at March 31, 2016, decreased by $123,298 from $5,732,300 at December 31, 2015. This net decrease primarily resulted from (i) a $121,078 net decrease in the derivative liability related to convertible promissory notes, (ii) a $102,351, decrease in the carrying amount of convertible notes, net of unamortized discount, (iii) repayment of the $19,349 current portion of a finance lease obligation and (iv) net repayment of $10,000 of promissory notes to related parties, partially offset by (v) a $79,310 increase in deferred compensation payable and (vi) a $50,170 increase in accounts payable and accrued liabilities." A full-text copy of the Form 10-Q is available for free at: https://is.gd/NfglbD About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International reported a net loss of $10.2 million on $94,200 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.8 million on $19,200 of total revenues for the year ended Dec. 31, 2014. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about its ability to continue as a going concern. CONGREGATION ACHPRETVIA: Wants Sept. 13 Plan Filing Deadline ------------------------------------------------------------ Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a motion to extend the time within which the Debtor has the exclusive right to file a plan of reorganization and to solicit acceptances with respect thereto for 120 days through and including Sept. 13, 2016, and Nov. 10, 2016, respectively. A hearing on the motion is set for June 21, 2016, at 10:00 a.m. (prevailing Eastern Time). Objections to the motion must be filed by June 14, 2016 at 5:00 p.m. (prevailing Eastern Time). The current Exclusivity Period and Acceptance Period expire on May 16, 2016, and July 13, 2016, respectively. The Debtor submits that these two unresolved contingencies warrant an extension of the Debtor's Exclusive Periods. First, for the Debtor to even file a plan, it must be determined that it filed its case in good faith and can remain in bankruptcy. Second, for the Debtor to file a confirmable plan, it must also be determined whether 163 East 69 Realty LLC is a creditor or whether the contract for the sale of the real property and improvements located at 163 East 69th Street, New York, can be rescinded. Accordingly, the Debtor submits that these two issues must be resolved before it can file a plan and that it is appropriate that the Debtor's Exclusive Period be extended, so that the Debtor does not have to use estate resources in filing a plan that may not proceed due to the unresolved contingencies. On Nov. 10, 2015, 163 East 69 Realty commenced an action relating to the contract against the Congregation, seeking specific performance directing the Congregation to commence an action in the Supreme Court of the State of New York for authorization from the Supreme Court and the New York State Attorney General to sell the Property pursuant to the Prepetition Contract. As of the commencement of the State Court Action, the Prepetition Contract was neither approved by the Supreme Court nor by the Office of the New York State Attorney General. The outcome will affect any plan to be proposed by the Debtor. The Debtor is not using exclusivity as a ploy to slow down the progress of the Debtor's Chapter 11 case, but rather, is moving as expeditiously as possible towards resolving these two contingencies so that it can file a plan. However, the Debtor is currently not in a position to file a plan while it awaits the Court's determination on the motion to dismiss and a determination as to the validity of the Prepetition Contract. About Congregation Achpretvia Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn, New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. Judge Michael E. Wiles presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the Debtor's counsel. In its petition, the Congregation listed total assets of $18 million and total liabilities of $472,502. The petition was signed by Harold Friedlander, vice president. CONSUMER LAW: Exclusive Plan Filing Deadline Extended to Sept. 20 ----------------------------------------------------------------- The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama has extended, at the behest of Consumer Law and Mass Tort Litigation Group, LLC, the exclusive period for the Debtor to file a plan of reorganization by 120 days, until Sept. 20, 2016. As reported by the Troubled Company Reporter on April 28, 2016, the Debtor's Exclusivity Period was set to expire after May 23, 2016. The Debtor sought the extension, saying that SPUSV5, 1540 Broadway, LLC -- the NYC Landlord -- filed its proof of claim against the Debtor on Jan. 19, 2016, in the amount of $10,587,893.81 for "Judgment and Breach of Lease Damages." The Debtor reached a comprehensive agreement with the NYC Landlord, subject to documentation and bankruptcy court approval. Based on the anticipated settlement, the Debtor's plan and disclosure statement need to be modified. The Debtor expects to have a modified plan confirmed within a reasonable period of time. About Consumer Law Consumer Law and Mass Tort Litigation Group, LLC, fka Whatley, Drake & Kallas, LLC, based in Birmingham, Alabama, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 15-04791) on November 25, 2015, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Joe R. Whatley Jr., managing member. Hon. Tamara O Mitchell presides over the case. Heather A Lee, Esq., at Burr & Forman LLP, serves as counsel to the Debtor. No committee of unsecured creditors has been appointed in the case. CROWN MEDIA: Suspending Filing of Reports with SEC -------------------------------------------------- Crown Media Holdings, Inc. filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of its Class A 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 obliged to file periodic reports with the SEC. About Crown Media Crown Media Holdings, Inc., is the corporate parent for the portfolio of cable networks and related businesses under Crown Media Family Networks. The company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 86 million subscribers in the U.S. Hallmark Channel is the nation's leading destination for quality family programming with an ambitious slate of TV movies and specials; original scripted series, including Cedar Cove, When Calls the Heart, and Signed, Sealed, Delivered; as well as some of television's most beloved sitcoms and series. Hallmark Channel's sibling network, Hallmark Movie Channel, is available in 54 million homes in HD and SD. One of America's fastest-growing cable networks, Hallmark Movie Channel provides family-friendly original movies with a mix of original films, classic theatrical releases, and presentations from the acclaimed Hallmark Hall of Fame library. In addition, Crown Media Family Networks includes the online offerings of http://www.HallmarkChannel.com/and http://www.HallmarkMovieChannel.com/ Crown Media reported net income of $86.1 million on $479 million of net total revenue for the year ended Dec. 31, 2015, compared to net income of $94.5 million on $416 million of net total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Crown Media had $1.08 billion in total assets, $509 million in total liabilities and $580 million in total stockholders' equity. Bankruptcy Warning "If our operating performance declines, we may in the future need to seek waivers from the required lenders under our 2015 Credit Agreement to avoid being in default. We cannot assure that such waivers will be granted or that we will otherwise be able to avoid a default. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, including our 2015 Credit Agreement, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all of the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, the lenders under our 2015 Credit Agreement could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under the 2015 Credit Agreement, in each case, which could force us into voluntary or involuntary bankruptcy or cause us to discontinue operations or seek a purchaser of our business or assets. In addition, a default under our 2015 Credit Agreement would trigger a cross default under our other agreements and could trigger a cross default under any agreements governing our future indebtedness," the Company stated in its annual report for the year ended Dec. 31, 2015. * * * As reported by the TCR on July 3, 2015, Standard & Poor's Ratings Services said that it raised its corporate credit rating on Crown Media Holdings Inc. to 'BB-' from 'B+'. "The upgrade reflects Crown Media's improved financial risk profile," said Standard & Poor's credit analyst Naveen Sarma. As reported by the TCR on July 2, 2014, Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Crown Media Holdings, Inc. to B1 from B2, its Probability of Default Rating to B1-PD from B2-PD, and instrument ratings. The outlook is stable. The upgrade incorporates evidence of traction with the original programming strategy and better than expected performance, which, combined with debt reduction, improved the credit profile. CYTORI THERAPEUTICS: Amends Form S-1 Prospectus with SEC -------------------------------------------------------- Cytori Therapeutics, Inc., filed an amendment to its registration statement on Form S-1 relating to the distribution to holders of the Company's common stock, at no charge, non-transferable subscription rights to purchase 5,000,000 units consisting of an aggregate of up to 5,000,000 shares of common stock and warrants to purchase up to 2,500,000 shares of common stock at a subscription price of $4.00 Per Unit. Each whole Warrant entitles the holder to purchase one share of common stock at an exercise price of $4.80 per share from the date of issuance through its expiration 30 months from the date of issuance. The Warrants will be exercisable for cash, or, solely during any period when a registration statement for the exercise of the Warrants is not in effect, on a cashless basis. The Company has applied to list, the Warrants on NASDAQ under the symbol "CYTXW," although there is no assurance that a sufficient number of Subscription Rights will be exercised so that the Warrants will meet the minimum listing criteria to be accepted for listing on NASDAQ. The Company may redeem the Warrants for $0.01 per Warrant if our common stock closes above $12.00 per share for ten consecutive trading days, provided that we may not do so prior to the first anniversary of closing of the Rights Offering. The Company has not entered into any standby purchase agreement or other similar arrangement in connection with the Rights Offering. The Rights Offering is being conducted on a best-efforts basis and there is no minimum amount of proceeds necessary to be received in order for the Company to close the Rights Offering. The Subscription Rights will expire at 5:00 p.m., Eastern Time, on June 9, 2016. The Company has engaged Maxim Group LLC to act as dealer-manager in the Rights Offering. A full-text copy of the Form S-1/A is available for free at: https://is.gd/gjCU7S About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2015, Cytori had $37.7 million in total assets, $25.5 million in total liabilities, and $12.2 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. CYTORI THERAPEUTICS: Files Prospectus Statement with SEC -------------------------------------------------------- Cytori Therapeutics filed with the Securities and Exchange Commission a free writing prospectus statement which highlights basic information about the Company and the offering to holders of its common stock, at no charge, non-transferable subscription rights to purchase units. The Company has filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which the presentation relates. The registration statement has not yet become effective. A copy of the FWP is available for free at https://is.gd/InLRHm About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2015, Cytori had $37.7 million in total assets, $25.5 million in total liabilities, and $12.2 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. DEB STORES: Hires Rosner Law as Special Conflicts Counsel --------------------------------------------------------- Deb Stores Holding LLC, et al., ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ The Rosner Law Group LLC as special conflicts counsel to the Debtors, nunc pro tunc to April 19, 2016. Objections must be filed by May 25, 2016, at 4:00 p.m. (Eastern time). A hearing on the motion is set for June 7, 2016, at 11:00 a.m. (Eastern time). RLG will serve as conflicts counsel to the Debtors to analyze, prosecute and settle target actions that ASK LLP will not prosecute due to perceived or actual conflicts of interest. RLG will pursue certain avoidance actions against these entities: Louise Paris, Ltd.; Milberg Factors, Inc., 2253 Apparel, Inc. dba Celebrity Pink and Heart and Hips, Inc. RLG will be paid: a. Analysis Fee. RLG's compensation for avoidance claims analysis is included as part of the contingency fee; b. Contingency Fees i. Pre Suit. RLG will earn legal fees on a contingency basis of 15% of the cash value plus the cash equivalent value of any claim waiver obtained on all target actions it pursues on behalf of the estates. Claims can be administrative, priority, and general unsecured. RLG's legal fee will include the value of any claim waiver only to the extent such claim is a liquidated and agreed to amount that otherwise would be paid but for the waiver obtained as part of the settlement; ii. Post Suit. RLG will earn legal fees on a contingency basis of 25% of the cash value plus the cash equivalent value of any claim waiver obtained on all target actions it pursues on behalf of the estates. Claims can be administrative, priority, and general unsecured. RLG's legal fees will include the value of any claim waiver only to the extent such claim is a liquidated and agreed to amount that otherwise would be paid but for the waiver obtained as part of the settlement; iii. Post Judgment. RLG will earn legal fees on a contingency basis of 28% of the cash value plus the cash equivalent value of any claim waiver obtained on all target actions it pursues on behalf of the estates. Claims can be administrative, priority, and general unsecured. RLG's legal fees will include the value of any claim waiver only to the extent the claim is a liquidated and agreed to amount that otherwise would be paid but for the waiver obtained as part of the settlement; and c. RLG will advance all fees and expenses, including filing fees, and seek reimbursement only from collections. Thus, if there is insufficient cash recovery to cover the entire out of pocket expenses, RLG will not seek reimbursement of any deficiency. RLG will store all physical and electronic records without any charge. Frederick B. Rosner, Esq., sole member of RLG, assures the Court that RLG nor any associate thereof holds or represents any interest adverse to the Debtors in the matters upon which RLG is to be employed. Mr. Rosner believes that RLG is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. RLG can be reached at: Frederick B. Rosner, Esq. Scott J. Leonhardt, Esq. Julia B. Klein, Esq. The Rosner Law Group LLC 824 Market Street, Suite 810 Wilmington, DE 19801 Tel: (302) 777-1111 E-mail: rosner@teamrosner.com leanhardt@teamronser.com klein@teamrosner.com Website: www.teamrosner.com 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. The Debtors' Chapter 11 cases have been consolidated for procedural purposes only. 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. 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. 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. DIAMOND BEACH: Bankr. Court's Valuation of Phase II Affirmed ------------------------------------------------------------ Judge Andrew S. Hanen of the United States District Court for the Southern District of Texas, Brownsville Division, affirmed the judgment of the bankruptcy court involving the valuation of Phase II of Diamond Beach VP, LP, a luxury condominium project in Galveston, Texas. The appellant, Randall Davis, appealed the judgment of the United States Bankruptcy Court for the Southern District of Texas which, in Davis' opinion, values the unfinished condominium complex too low—thereby increasing the amount of the deficiency judgment Davis must pay International Bank of Commerce. A full-text copy of Judge Hanen's April 29, 2016 memorandum opinion and order is available at http://is.gd/AQytg5from Leagle.com. The bankruptcy case is IN RE: DIAMOND BEACH VP, LP, Debtor, Case No. 1:14-cv-00046 (Bankr. S.D. Tex.). The appealed case is RANDALL J. DAVIS, Appellant, v. INTERNATIONAL BANK OF COMMERCE, Appellee, Adversary Proceeding No. 12-01006 (S.D. Tex.). Diamond Beach VP, LP, In Re, is represented by: Edward L Rothberg, Esq. Melissa A Haselden, Esq. Terry Josh Judd, Esq. HOOVER SLOVACEK, LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: (713)977-8686 Fax: (713)977-5395 Email: rothberg@hooverslovacek.com haselden@hooverslovacek.com judd@hooverslovacek.com Randall J Davis, Diamond Beach VP, LP are represented by: Jeffrey T Nobles, Esq. DEANS & LYONS, LLP 325 North Saint Paul Street Suite 1500 Dallas, TX 75201 Tel: (214)736-7861 Fax: (214)965-8505 Email: jnobles@deanslyons.com -- and -- Meagan Wilder Glover, Esq. GRAY REED & MCGRAW, P.C. 1300 Post Oak Blvd., Suite 2000 Houston, TX 77056 Tel: (713)986-7000 Fax: (713)986-7100 Email: mglover@grayreed.com -- and -- Trent L Rosenthal, Esq. BEIRNE, MAYNARD & PARSONS 1300 Post Oak Boulevard, Suite 2500 Houston, TX 77056 Tel: (713)623-0887 Fax: (713)960-1527 International Bank of Commerce is represented by: John F Higgins, IV, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713)226-6000 Fax: (713)228-1331 Email: jhiggins@porterhedges.com About Diamond Beach VP Houston, Texas-based Diamond Beach VP, LP, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10175) in Brownsville on April 2, 2012. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B), disclosed $30.05 million in assets and $28.24 million in liabilities in its schedules. The Debtor owns the Diamond Beach Condominiums located at Galveston, Texas. The Debtor valued the property at $29.4 million in its schedules. The property serves as collateral to secured loans of $29.57 provided by International Bank of Commerce. Judge Richard S. Schmidt oversees the case. Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, serves as the Debtor's counsel. The petition was signed by Randall J. Davis, as manager of the Debtor's general partner. IBC filed a motion to dismiss the Chapter 11 case in order to start foreclosure on the project. The parties later reached a settlement. IBC also sought to transfer the case to the Galveston Division. If the Plan is confirmed, IBC agreed to withdraw this motion from consideration by the Court. A related entity, Sapphire VP LP, owner of Sapphire Condominiums located at South Padre Island, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2, 2012. IBC objected to Diamond Beach's request for joint administration. If the Plan is confirmed, the Debtor will withdraw this motion from consideration by the Court. DRUG STORES II: Taps Herrick Feinstein as Bankruptcy Counsel ------------------------------------------------------------ Drug Stores II Limited Liability Company asks for authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Herrick, Feinstein LLP as bankruptcy counsel. Herrick Feinstein will: a. advise the Debtor with respect to its powers and duties as debtor and debtor in possession in the continued management and operation of its business and properties; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the bankruptcy case, including all of the legal and administrative requirements of operating in Chapter 11; c. take all necessary actions to protect and preserve the Debtor's estates, including the prosecution of actions on their behalf, the defense of any actions commenced against its estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; d. prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estates; e. negotiate and prepare on the Debtor's behalf plan(s) of reorganization, disclosure statement(s) and all related agreements and documents and take any necessary action on behalf of the Debtor to obtain confirmation of the plan(s); f. advise and assist the Debtor in connection with any sales of the Debtor's assets; g. appear before the bankruptcy court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before the courts and the U.S. Trustee; and h. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The individuals designated to represent the Debtor and their hourly rates are: Stephen B. Selbst, Esq., Partner $725 Hanh V. Huynh, Esq., Counsel $525 Prior to the Petition Date, Herrick Feinstein received an aggregate of $150,000 from the Debtor as a retainer for fees and expenses to be incurred in connection with the Debtor's Chapter 11 case. Herrick Feinstein received $50,000 on each of Jan. 25, 2016; Feb. 2, 2016; and Feb. 4, 2016. The Retainer was deposited in and allocated to the Debtor at an account with Herrick Feinstein. The firm has moved, or shortly will move, the Retainer into a client trust account. Herrick Feinstein will provide proof to the U.S. Trustee that the Retainer has been transferred to a client trust account and will file a supplemental certification affirming the same. Furthermore, Herrick Feinstein has waived all fees and expenses due and owing from the Debtor as of the Petition Date, in the total amount of $370,736.77. Prepetition, Herrick Feinstein represented the Debtor in connection with the defense of certain litigation commenced against the Debtor in the District of Massachusetts. The firm also represented the Debtor and certain of its affiliates in connection with general corporate matters, and is currently representing certain affiliates of the Debtor in connection with negotiations with The Provident Bank on a global resolution of the parties' disputes. The Debtor had unpaid fees and expenses owed to Herrick as of the Petition Date in the amount of $370,736.77, but all the unpaid fees and expenses have been waived by Herrick Feinstein as of the Petition Date. Stephen B. Selbst, Esq., a partner at Herrick Feinstein, assures the Court that the firm does not hold an adverse interest to the estate, does not represent an adverse interest to the estate, and is a disinterested person under 11 U.S.C. Section 101(14). About Drug Stores East Windsor, New Jersey-based Drug Stores II, Limited Liability Company -- dba Innovo Specialty Compounding Solutions, Innovo Specialty Pharmacy, and Health Shoppe Pharmacy -- filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 16-12198) on Feb. 6, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Piushbhai Patel, president. Judge Kathryn C. Ferguson presides over the case. Justin B. Singer, Esq., at Herrick Feinstein LLP serves as the bankruptcy counsel. DYNCORP INTERNATIONAL: S&P Assigns 'B' Rating on 1st-Lien Facility ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '1' recovery rating to DynCorp International Inc.'s (DI) amended first-lien credit facility, which comprises a $24.8 million class A revolver due July 7, 2016, a $107.3 million class B revolver due July 7, 2019, and a $207.3 million term loan B-2 due July 7, 2020. The '1' recovery rating indicates S&P's expectation for full (90%-100%) recovery in a default scenario. At the same time, S&P assigned its 'CCC-' issue-level rating and '6' recovery rating to the company's proposed 11.875% senior secured second-lien notes due 2020, which the company is offering in exchange (plus $45 million in cash) for its $455 million 10.375% unsecured notes due 2017. The '6' recovery rating indicates S&P's expectations of minimal (0-10%) recovery in a default scenario. The amended credit facility and note exchange are part of the company's plans to refinance its existing capital structure and extend its debt maturities. The issue-level ratings are based on S&P's belief that we will likely upgrade DI to 'CCC+' once the transactions close. All of S&P's other ratings on DI remain on CreditWatch, where it placed them with positive implications on May 4, 2016, pending the completion of the proposed refinancing. The likely upgrade reflects S&P's assessment that, although the transactions will improve the company's liquidity, S&P still believes it will have an unsustainable capital structure. RECOVERY ANALYSIS Key analytical factors: -- S&P's recovery analysis assumes that the proposed refinancing is completed as planned and that all of the existing unsecured notes are exchanged. It also assumes that the class A revolver expires as scheduled in July 2016 and is not extended and that the commitments under the class B revolver are reduced by 20% to $85.8 million in June 2016 as stipulated in the support agreement. -- S&P assumes that the company defaults in 2017 before it makes the required $22.5 million payment on its term loan. S&P's default scenario assumes that the company loses the INL Air Wing contract and this loss is not offset by new business or growth on existing contracts, resulting in a significant decline in revenue and earnings that leads to a payment default. -- S&P believes that DI's business model would remain viable due to its remaining government contracts and wide range of capabilities. Therefore, S&P believes that debtholders would receive the maximum value from a reorganization of the company as opposed to a liquidation. -- Other key default assumptions include: LIBOR increases to 200 basis points (bps); the class B revolver is 85% drawn z the letters of credit at default are estimated to be $43 million and remain outstanding but undrawn); a 100 bps increase in the costs of borrowing on the revolver and term loan resulting from credit deterioration; and all debt has six months of interest outstanding at the point of default. Simulated default and valuation assumptions -- Simulated year of default: 2017 -- EBITDA at emergence: $71 million -- EBITDA multiple: 4x Simplified waterfall -- Net enterprise value (after 7% admin. costs): $266 million -- Valuation split (obligors/nonobligors): 100%/0% -- Value available to first-lien debt claims (collateral/noncollateral): -- $266 million/$0 -- Secured first-lien debt claims: $256 million -- Recovery expectations: 90%-100% -- Value available to second-lien debt claims (collateral/noncollateral): -- $10 million/$0 -- Secured second-lien debt claims: $441 million -- Recovery expectations: 0%-10% -- Secured third-lien debt claims: $32 million -- Recovery expectations: Not applicable -- Recovery expectations: Not applicable Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST DynCorp International Inc. Corporate Credit Rating CCC/Watch Pos/-- Ratings Assigned DynCorp International Inc. $24.8M Class A Revolver B Due 7/7/16 Recovery Rating 1 $107.3M Class B Revolver B Due 7/7/19 Recovery Rating 1 $207.3M Trm Ln B-2 Due 7/7/2020 B Recovery Rating 1 11.875% 2nd-Ln Nts due 11/30/2020 CCC- Recovery Rating 6 EAST AFRICAN DRILLING: OEJP Asks Court to Dismiss Ch. 11 Case ------------------------------------------------------------- OEJP, LLC, asks the Bankruptcy Court to dismiss the East African Drilling, Ltd.'s Chapter 11 case, among other things, because it is a bad faith filing. OEJP narrates that counsel for the Debtor advised the Court during the State Court Litigation that "the Debtor's funds and business activities have ceased as a result of its lender Assured Risk Transfer, LLC's actions including foreclosure of its security interest in Rig 102 which is the subject of the State Court's Oct. 16, 2015 Temporary Injunction and Order for Issuance of Writs of Sequestration and Attachments." According to OEJP, since the Debtor cannot post bond to stay execution pending appeal after the Debtor lost in the State Court proceeding, the Debtor now seeks refuge in bankruptcy court -- a litigation tactic to attempt to re-litigate matters already determined -- with nothing to reorganize. OEJP further relays that there is no legitimate purpose to the Debtor's Chapter 11 filing considering that there is no going concern to speak of since the Debtor has no operations and there are no employees to protect. Also, the Debtor does not have any cash or income to fund the administration of this Chapter 11 case, therefore there is no bankruptcy purpose but rather only an abuse of the bankruptcy system. Moreover, OEJP further tells the Court that the Debtor has initiated its bankruptcy filing only to obtain the automatic stay so that its purported secured lender, who failed to perfect its lien on the Debtor's asset, can avoid posting a supercedeas bond to stay collection efforts of OEJP that owns a valid judgment in excess of $5 million against the Debtor. OEJP, LLC is represented by: J.B. (Trey) Henderson III, Esq. Reed W. Burritt, Esq. DOYLE RESTREPO HARVIN & ROBBINS, L.L.P. The Lyric Centre 440 Louisiana Street, Suite 2300 Houston, Texas 77002 Telephone: (713) 228-5100 Facsimile: (713) 228-6138 Email: thenderson@drhrlaw.com rburritt@drhrlaw.com About East African Drilling East African Drilling LTD. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 16-31447) on March 25, 2016. The petition was signed by Shane Reeves as restructuring officer. The Debtor disclosed total assets of $10 million and total debts of $45.35 million. James B. Jameson, Esq., represents the Debtor as counsel. Judge Karen K. Brown has been assigned the case. ENERGY AND EXPLORATION: Emerges from Chapter 11 Restructuring ------------------------------------------------------------- Energy and Exploration Partners, LLC and its debtor affiliates ("ENXP" or the "Company") on May 13 disclosed that they have officially concluded their chapter 11 financial reorganization after completing all required actions and satisfying the remaining conditions to effectiveness of their Plan of Reorganization, which was confirmed by the US Bankruptcy Court for the Northern District of Texas (Fort Worth) by order dated April 26, 2016. By working constructively with its creditors, ENXP emerges from chapter 11 having reduced its total debt by $1.1 billion and with a new capital structure that provides operational flexibility for the Company to enhance exploration and development of its assets in the East Texas stacked play. ENXP emerges from chapter 11 five months after filing for bankruptcy protection, and with significant support from its new owners. In conjunction with its emergence from chapter 11, ENXP also closed on its new $90 million senior secured credit facility, which will provide sufficient liquidity for ENXP after satisfying the Company's debtor-in-possession obligations and other restructuring related expenses. All interest expenses related to this credit facility will be payable in kind. The new credit facility gives ENXP adequate liquidity and flexibility to further invest in its business and to fund its strategic plan. With the restructuring completed, ENXP can now also dedicate resources to invest in targeted projects to enhance current production volumes and develop other long-term growth options on its East Texas assets. Investments will be based on a prudent allocation of capital that acknowledges the current economic environment facing the industry. Appointment of Interim CEO Dr. Peter Hill has been appointed to the role of interim Chief Executive Officer of ENXP. He succeeds Mr. B. Hunt Pettit, who left the Company in April 2016, after founding ENXP in 2006. Dr. Hill has over 40 years of experience in the international oil and gas industry. Since starting his career, Dr. Hill has worked for British Petroleum in various senior positions, including Chief Geologist, Chief of Staff for BP Exploration, and Regional Director for Central and South America, and subsequently held chief executive roles with and served on the boards of directors of a number of exploration and production companies. Dr. Hill has a B.Sc. (Honors) and a Ph.D. in Geology. "With this restructuring we have accomplished a great deal," said Dr. Hill. "With a stronger balance sheet, access to liquidity and a renewed sense of purpose and focus on simplification, execution and development, I am confident we can capitalize on the value this enterprise is capable of achieving. I want to extend our genuine gratitude to our employees, vendors and customers for their dedication and hard work under very difficult circumstances. Thanks to their performance, we maintained operations without interruption and retained the institutional knowledge and expertise needed to move forward." ENXP has been advised throughout this process by the law firm of Bracewell LLP, investment bank Evercore, financial advisor AP Services, LLC, as well as Prime Clerk LLC and EnerCom, Inc. About Energy & Exploration Energy & Exploration Partners, Inc., Energy & Exploration Partners, LLC and Energy & Exploration Partners Operating GP, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Proposed Lead Case No. 15-44931) on Dec. 7, 2015. John R. Castellano signed the petition as interim chief financial officer. Judge Russell F. Nelms has been assigned the case. The Debtors own approximately 61,323 net acres in Texas and Wyoming. In Texas, the Debtors' operations are located throughout Madison, Grimes, Leon, Houston and Walker Counties, where the Debtors are pursuing opportunities in the Buda-Rose stacked comingled play, the Woodbine sandstone, the Eagle Ford shale and other stacked formations in the region. As of the Petition Date, the Debtors employ approximately 59 people across their various operations. The Debtors have engaged Bracewell & Giuliani, LLP as counsel, Evercore Group LLC as financial advisor, AP Services, LLC as restructuring advisor, Ernst & Young as tax advisor, Hein & Associates as independent auditor and Prime Clerk LLC as notice, claims and balloting agent. * * * Under Energy & Exploration Partners, Inc., et al.'s First Amended Plan of Reorganization, holders of Class 5 - General Unsecured Claims are projected to recover 4.6% of their total allowed claims. The Debtors, on the Effective Date, will transfer $2,250,000 to the Creditor Trust, which amount will be used to (a) administer the Credit Trust Assets for the benefit of Holders of Allowed General Unsecured Claims and pay all Creditor Trust Expenses; and (b) to fund distributions to Holders of Class A Interests. ENERGY XXI: Asks Court OK to Hire BDO USA as Auditor ---------------------------------------------------- Energy XXI Ltd, et al., seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ BDO USA, LLP, as auditor for the Debtors, nunc pro tunc to the Petition Date. BDO USA's anticipated services in these chapter 11 cases include: a. EPL Oil & Gas, Inc. (i) perform an audit of Consolidated Financial Statements of the Company as of and for the year ending June 30, 2016; (ii) perform Quarterly Reviews -- review services for (i) the quarter ended March 31, 2016, to be included in the Company's Form 10-Q and (ii) the quarter ending June 30, 2016, to be included in an unaudited note to the annual consolidated financial statements to be included in the Company's Form 10-K; (iii) provide services associated with SEC registration statements, periodic reports, and other documents filed with the SEC, or other documents issued in connection with securities offerings, and assistance in responding to SEC comment letters; and (iv) provide consultations on accounting matters, including bankruptcy accounting matters and bankruptcy retention and billing. b. Energy XXI Ltd. (i) provide an Integrated Audit of Consolidated Financial Statements and Internal Control Over Financial Reporting of the Company as of and for the year ending June 30, 2016; (ii) perform Quarterly Reviews of the Company -- review services for (i) the quarter ended March 31, 2016, to be included in the Company's Form 10-Q and (ii) the quarter ending June 30, 2016, to be included in an unaudited note to the annual consolidated financial statements to be included in the Company's Form 10-K; (iii) provide services associated with SEC registration statements, periodic reports, and other documents filed with the SEC, or other documents issued in connection with securities offerings, and assistance in responding to SEC comment letters; (iv) perform an Employee Benefit Plan Audit for the year ending June 30, 2016 -- Energy XXI Service Plan; and (v) provide consultations on accounting matters, including bankruptcy accounting matters and bankruptcy retention and billing. c. Energy XXI Gulf Coast, Inc. (i) perform an Audit of Consolidated Financial Statements - Energy XXI Gulf Coast, Inc., and subsidiaries as of and for the year ending June 30, 2016; (ii) provide services associated with SEC registration statements, periodic reports, and other documents filed with the SEC, or other documents issued in connection with securities offerings, and assistance in responding to SEC comment letters; and (iii) provide consultations on accounting matters, including bankruptcy accounting matters and bankruptcy retention and billing. BDO USA will also be available to provide such other accounting and auditing services as the Debtors and its management team may deem necessary. BDO USA will charge the Debtors based on its agreed discounted hourly rates: Partners $385-$585 Senior Director $350 Senior Managers $280 Managers $265 Seniors $175-$195 Associates $115-$125 Rocky Horvath, a partner at BDO USA, assures the Court that neither the firm nor any members of the firm had any business, professional, or other connection with the Debtors or any other party in interest. Mr. Horvath says tat no partner or employee of BDO USA has been a director, officer, or employee of the Debtors within two years of the Petition Date as specified in subparagraph (B) of 11 U.S.C. Section 101(14). BDO USA can be reached at: Rocky Horvath BDO USA, LLP 2929 Allen Parkway, 20th Floor Houston, TX 77019-7100 Tel: (713) 960-1706 Fax: (713) 960-9549 Website: www.bdo.com About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. ENERGY XXI: Employs Conyers Dill as Special Bermuda Counsel ----------------------------------------------------------- Energy XXI Ltd, et al., ask for permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Conyers Dill & Pearman Limited as special Bermuda counsel, nunc pro tunc to the Petition Date, to advise and represent them on all aspects of Bermuda restructuring and insolvency law. By separate application, the Debtors seek to employ the law firm of Vinson & Elkins LLP to serve as its counsel in these Chapter 11 cases. Conyers Dill will not serve as counsel to the Debtors with respect to matters pertaining to United States bankruptcy law, and while certain aspects of the representation will necessarily involve Conyers Dill and V&E, the Debtors believe that the services Conyers Dill will provide will be complementary rather than duplicative of the services to be performed by V&E. The Debtors are mindful of the need to avoid duplication of services, and appropriate procedures will be implemented to ensure that there is minimal duplication of effort as a result of Conyers Dill's role as special Bermuda counsel. Debtor Energy XXI Ltd is a Bermuda corporation. The filing of Chapter 11 cases in the U.S. required the commencement of parallel winding up proceedings in Bermuda pursuant to the Bermuda Companies Act 1981, and the appointment of a provisional liquidator. Energy XXI has commenced a parallel winding up proceeding in Bermuda and a provisional liquidator was appointed on April 15, 2016. Moreover, an important aspect of the restructuring term sheet accompanying the Debtors' restructuring support agreement is the treatment of the Energy XXI preferred and common stock, as well as the commencement of the parallel proceeding to implement the transaction steps. An ongoing review and analysis of various laws of Bermuda will be necessary. The Debtors will require counsel well versed in the local laws of Bermuda. Conyers Dill's current hourly rates for matters related to these Chapter 11 cases range from $600 to $800 per hour for attorneys and are $100 per hour for paraprofessionals and other time keepers. Robin Mayor is expected to have primary responsibility for providing services to the Debtors and will be paid an hourly rate of $800. A total of $75,000 in retainer was paid in advance by the Debtors prior to the Petition Date to Conyers Dill. As of the Petition Date, Conyers Dill has been paid for all professional services and expenses rendered to the Debtors prior to the Petition Date, and the remaining amount of the Retainer was $43,153.39. Robin J. Mayor, Director and Head of Insolvency & Restructuring in the Bermuda office of Conyers Dill, assures the Court that the firm has not and currently does not represent any interested party (other than Debtors) with respect to these Chapter 11 cases. Mr. Mayor says that Conyers Dill does not hold or represent an interest adverse to the Debtors' estates that would otherwise render Conyers Dill ineligible to serve as special Bermuda counsel for the Debtors pursuant to the provisions of Section 327(e) of the Bankruptcy Code. Conyers Dill can be reached at: Robin J. Mayor Conyers Dill & Pearman Limited Clarendon House, 2 Church Street P.O. Box HM 666 Hamilton HM CX, Bermuda Tel: (441) 295-1422 Fax: (441) 292-4720 E-mail: Robin.Mayor@conyersdill.com Website: conyersdill.com About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. ENERGY XXI: Employs KPMG LP as Accounting Advisor ------------------------------------------------- Energy XXI Ltd, et al., ask for authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ KPMG LP as accounting advisor, nunc pro tunc to the Petition Date, to provide other consulting, advice, research, planning, and analysis regarding accounting advisory services as may be necessary, desirable, or requested from time to time. KPMG will provide, among other things, these accounting advisory services: 1. Accounting Advisory Services i. provide technical accounting and financial reporting advisory services, including: a. meet with the Debtors' personnel to identify the accounting issues under consideration; b. understand the Debtors' proposed accounting position, the potential viewpoints and alternatives related to the various accounting issues and the positions taken; c. perform research of accounting literature, accounting practice, and the experience of selected KPMG personnel for similar transactions and summarize the results; and d. communicate results per the Debtors' requested format, which may consist of: 1. KPMG comments on white papers or other documentation drafted; 2. KPMG memorandums or presentations, accompanied by summaries based on the Debtors' accounting records; or 3. discussions with Debtors. The hourly rates for accounting advisory services to be rendered by KPMG are: Partners and Managing Directors $750 Senior Managers and Directors $650 Managers $550 Senior Associates $450 The Debtors believe that the services provided by KPMG will not duplicate the services that other professionals will be providing to the Debtors in these Chapter 11 cases. KPMG will carry out unique functions and will use reasonable efforts to coordinate with the Debtors and the other professionals retained in these Chapter 11 cases to avoid the unnecessary duplication of services. Erik Lange, Certified Public Accountant and a partner of KPMG, assures the Court that the firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code. KPMG can be reached at: Erik Lange KPMG LLP 345 Park Avenue New York, NY 10154 Tel: (212) 758-9700 Fax: (212) 758-9819 Website: www.us.kpmg.com About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. ENERGY XXI: Hires Gray Reed as Special Corporate Counsel -------------------------------------------------------- Energy XXI Ltd, et al., ask for permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Gray Reed & McGraw, P.C., as special corporate counsel, nunc pro tunc to the Petition Date. The Debtors seek the authority to employ and retain Gray Reed to represent the Debtors in legal, non-bankruptcy matters as the Debtors may request, including (a) general corporate matters and (b) financial matters, all pertaining to the Debtors' first lien credit agreement and other collateral matters relating to secured indebtedness. Current standard hourly rates of the individuals within Gray Reed are: Attorneys $250-$850 Other Professionals $150-$225 The Debtors believe that the services provided by Gray Reed will not duplicate the services that Vinson & Elkins LLP and the other professionals will be providing to the Debtors in these Chapter 11 cases. Gray Reed will carry out unique functions and will use appropriate efforts to coordinate with the Debtors, V&E and the other professionals retained in these Chapter 11 cases to avoid the unnecessary duplication of services.. Jeffrey D. Hopkins, Esq. -- jhopkins@grayreed.com -- a member at Gray Reed, says that as of the Petition Date, Gray Reed is owed $25,322.08 for professional services and expenses rendered to the Debtors prior to the Petition Date. During the 90-day period before the Petition Date, Gray Reed invoiced the Debtors for an aggregate total of $66,727.98, and the Debtors paid Gray Reed (through cash payment), $41,405.90 on March 11, 2016. Mr. Hopkins assures the Court that neither he, Gray Reed, nor any partner or associate of the firm have any connection with the Debtors, their creditors, or any other parties in interest, their respective attorneys and accountants, the Office of the U.S. Trustee, any person employed in the Office of the U.S. Trustee, or any bankruptcy judge currently serving on the U.S. Bankruptcy Court for the Southern District of Texas. Gray Reed, says Mr. Hopkins, does not hold or represent any interest adverse to the Debtor with respect to the matters for which the firm is to be retained and employed. About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. ENERGY XXI: Hires Opportune LLP as Financial, Tax Advisor --------------------------------------------------------- Energy XXI Ltd, et al., ask for authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Opportune LLP as financial advisor and tax advisor, nunc pro tunc to the Petition Date. Opportune will provide: 1. financial advisory services: a. assistance in the preparation of financial related disclosures required by the Court, including but not limited to Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Operating Reports; and b. assistance with information and analyses required pursuant to cash collateral documents; c. assistance with the identification and implementation of short-term cash management procedures; d. assistance with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; e. assistance to management and counsel focused on the coordination of resources related to the ongoing reorganization effort; f. assistance in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; g. attendance at meetings and assistance in discussion with potential investors, banks, and other secured lenders, any official committee(s) appointed in these Chapter 11 cases, the U.S. Trustee, other parties in interest and professionals hired by same, as requested; h. analysis of creditor claims by type, entity, and individual claim, including assistance with development of databases to track the claims; i. assistance in the preparation of information and analysis necessary for the confirmation of a plan of reorganization in these Chapter 11 cases, including information contained in the plan and disclosure statement; j. assistance in the analysis and preparation of information necessary to assess the tax attributes related to the confirmation of a plan of reorganization in these Chapter 11 cases, including the development of the related tax consequences contained in the disclosure statement; k. litigation advisory services with respect to accounting and tax matters, along with expert witness testimony on case related issues; and l. rendering other general business consulting or other assistance management or counsel may deem necessary and consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals; and 2. Tax Advisory Services a. quarterly assistance in reporting income tax consequences of company activities in the appropriate financial statements, including documentation of basis of presentation for examination by the company's employees, counsel, and external auditors; and b. other tax reporting and tax consulting services desired by the Debtors. For its financial advisory services, Opportune will be paid at these hourly rates: Partner $835 Managing Director $715 Director $605 Manager $540 Senior Consultant $420 Consultant $335 Opportune received an initial retainer of $250,000 on Feb. 24, 2016, from the Debtors related to its financial advisory work. Pursuant to the financial advisor engagement letter, the Retainer will be carried by Opportune and credited against any amounts due at the termination of the engagement, with any remaining amount of the Retainer returned to the Debtors. According to Opportune's books and records, during the 90-day period prior to the Petition Date, Opportune received approximately $1.1 million from the Debtors for professional services performed and expenses incurred. As of the Petition Date, no amounts were due or outstanding under the engagement letters. For its tax advisory services, Opportune will be paid at these hourly rates: Partner $475 Managing Director $425 Manager $315 Consultant $215 The Debtors believe that the services provided by Opportune will not duplicate the services that other professionals will be providing to the Debtors in these Chapter 11 cases. David Baggett, Managing Partner of Opportune, assures the Court that the firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, in that Opportune: (i) is not a creditor, equity security holder, or insider of the Debtors; (ii) was not, within two years before the Petition Date, a director, officer, or employee of the Debtors; and (iii) does not have an interest materially adverse to the interest of the Debtors' estate or of any class of creditors or equity security holders. Opportune can be reached at: David Baggett, Managing Partner OPPORTUNE LLP 711 Louisiana Street, Suite 3100 Houston, Texas 77002 Tel: (713) 490-5050 Fax: (713) 490-0355 Website: www.opportune.com About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. ENERGY XXI: Hires Vinson & Elkins as Bankruptcy Counsel ------------------------------------------------------- Energy XXI Ltd, et al., ask for authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Vinson & Elkins L.L.P. as bankruptcy counsel, nunc pro tunc to April 14, 2016, the Petition Date. V&E will, among other things, render these legal services: a. provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the operation of their businesses and the management of estate property; b. take all necessary steps to protect and preserve the Debtors' bankruptcy estates; c. serve as counsel of record for the Debtors in all aspects of these Chapter 11 cases, including, without limitation, the prosecution of actions on behalf of the Debtors, the defense of any actions commenced against the Debtors, and objections to claims filed against the Debtors' estates; d. prepare on behalf of the Debtors all necessary motions, answers, orders, reports, and other legal papers in connection with the administration of their bankruptcy estates; e. assist in the confirmation of the Debtors' Chapter 11 plan and disclosure statement; f. advise the Debtors regarding tax matters; g. represent the Debtors in connection with obtaining authority to continue using cash collateral; h. advise the Debtors with respect to corporate and litigation matters; i. consult with the U.S. Trustee for the Southern District of Texas, the Committee, any other committees appointed in these Chapter 11 cases, and all other creditors and parties in interest concerning the administration of these Chapter 11 cases; and j. provide representation and all other legal services required by the Debtors in discharging their duties as debtors in possession or otherwise in connection with these Chapter 11 cases. V&E's current hourly rates for matters related to these Chapter 11 cases range from $365 to $1,200 per hour for attorneys and from $125 to $355 per hour for paraprofessionals and other time keepers. Per the terms of the engagement letter, on Feb. 23, 2016, the Debtors paid $1 million to V&E. Those funds constituted an advance payment retainer under the terms of the engagement letter. After Feb. 23, 2016, the Debtors paid V&E additional advance payment retainers totaling $6,730,349.83. As of the Petition Date, the balance of V&E's advance payment retainer trust account is $2,933,174.24. The funds will be held in the advance payment retainer trust account during the pendency of these Chapter 11 cases, subject to further Order of this Court. David S. Meyer, Esq. -- dmeyer@velaw.com -- a partner at V&E, tells the Court that V&E previously has represented, currently represents, and might in the future represent entities that are claimants in these Chapter 11 cases; however, the firm's representation of those entities is in matters that are unrelated to the Debtors. V&E has not, does not, and will not represent any of the entities or individuals or any of their respective subsidiaries or affiliates, in matters related to these Chapter 11 cases. V&E has not represented the Debtors in connection with these Chapter 11 cases prior to February 2016. About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. FAIRWAY GROUP: Disclosure Statement Hearing Set for June 7 ---------------------------------------------------------- The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York will hold a hearing on June 7, 2016, at 10:00 a.m. (prevailing Eastern Time) to consider the adequacy of the disclosure statement dated May 2, 2016, explaining the Chapter 11 plan of reorganization filed by Fairway Group Holdings Corp. and its debtor-affiliates, and confirm the Debtors' plan. Objections, if any, are due May 31, 2016, at 5:00 p.m. (prevailing Eastern Time). Deadline for the submission to accept or reject the Debtors' plan is May 12, 2016, at 5:00 p.m. (prevailing Eastern Time). The Debtors' plan provides that holders of allowed prepetition general unsecured claims, including trade, landlord and employees claims against the Debtors, will be paid, or otherwise treated, in the ordinary course as if the Debtors had not commenced these Chapter 11 cases. The Debtors' senior secured lenders will receive their pro-rata share of: i) 90% of new common stock in reorganized holdings; ii) a $45 million last out exit term loan; and iii) a $39 million unsecured subordinated loan. All existing shares of class A common stock and class B common stock in Fairway Group Holdings Corp. will be cancelled under the plan and holders of these interests will not receive any distributions. The plan is a "prepackaged" plan of reorganization. Only holders of class 3 claims, the secured loan claims arising under the Debtors' prepetition credit agreement, are entitled to vote to accept or reject the plan. All other classes of claims are either deemed to accept or deemed to reject the plan. On May 2, 2016, the Debtors commenced solicitation of votes to accept the plan from holders of class 3 claims of record as of April 29, 2016. About Fairway Headquartered in New York, Fairway Group Holdings Corp. is a food retailer offering customers a differentiated one-stop shopping experience "Like No Other Market". Fairway claims to have established itself as a leading food retailing destination in the Greater New York City metropolitan area, with stores that emphasize an extensive selection of fresh, natural and organic products, prepared foods and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway operates 15 locations in the Greater New York City metropolitan area, including four Fairway Wines & Spirits locations. Seven Fairway stores are located in New York City and the remainder of Fairway's stores are located in New York (outside of New York City), New Jersey and Connecticut. Fairway Group, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016. The petitions were signed by Edward C. Arditte as co-president and chief financial officer. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel, Norton Rose Fulbright US LLP as special corporate counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez & Marsal as financial advisor and Prime Clerk LLC as claims and noticing agent. FAIRWAY GROUP: Moody's Assigns B1 Rating on $55MM DIP Term Loan --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the $55 million super priority senior secured term loan (DIP term loan) and the $31 million super priority senior secured revolving credit facility available for issuance of letters of credit (DIP revolver) of Fairway Group Acquisition Company (Fairway) as Debtor-in-Possession (DIP). Both DIP credit facilities mature the earliest of (i) July 29, 2016; (ii) the consummation of any sale of all or substantially all of the debtors' assets; (iii) the acceleration of the DIP Loans and the termination of the DIP commitments upon an event of default; and (iv) the effective date of a prepackaged plan. Fairway is a grocery store operator with 15 grocery stores and 4 wine stores in New York, New Jersey and Connecticut. Revenues totaled $764 million for the LTM period ending Dec. 27, 2015. Moody's withdrew all previous ratings for Fairway on May 3, 2016. The current ratings are being assigned on a point-in-time basis and will not be monitored going forward and therefore no outlook will be assigned. Ratings assigned to Fairway as Debtor-in-Possession are: -- $55 million super priority senior secured term loan, rated B1 -- $31 million super priority senior secured revolving credit facility, rated B1 RATINGS RATIONALE The ratings reflect the size of the DIP facilities versus an estimated recovery value under either a reorganization or liquidation scenario. Other key considerations include: the structural features of the DIP facility, the nature of the bankruptcy and reorganization and the DIP size as a percentage of pre-petition debt. Several factors that led to Fairway's financial problems and subsequent prepackaged chapter 11 filing include a very high debt burden relative to its profitability and cash flows, increasing promotional business environment, intense price competition with bigger and better capitalized competitors, very weak liquidity and aggressive new store growth which strained capital resources. Fairway's operations are highly concentrated geographically and the combination of small size and close proximity of its stores makes it vulnerable to competitive openings. "We remain concerned that the industry and business challenges previously outlined will remain over the intermediate term thereby creating a challenging task for management to improve same store sales and profitability in a highly competitive and promotional environment", Mickey Chadha Vice President at Moody's Investors Service said. "However, the company's stores are relatively new with low maintenance capital expenditure requirements and the company has a good local market presence with good brand awareness", Chadha further stated. As a result, the primary source of liquidity during the term of the DIP facilities will be cash provided by borrowings under the DIP credit facilities. Liquidity could be further strained if supply is disrupted or if vendors insist on tighter terms. However, according to the court order, if vendors accept payment post-petition, they agree to continue to provide goods and/or services to the debtors, on terms that are as good as or better than the terms and conditions (including credit terms) that existed 180 days prior to the filing date (May 2nd, 2016), or on other terms satisfactory to the debtors in the reasonable exercise of their business judgment. The company has reached an agreement with its senior secured lenders holding more than 70% of the company's senior secured debt on the terms of a reorganization that will eliminate approximately $140 million of senior secured debt and provide financing to restructure the Company's balance sheet. In accordance with the Prepackaged Plan, holders of general unsecured claims, including suppliers, employees, unions and all other trade creditors will receive full payment of existing obligations in the ordinary course of business with no impairment. The five collective bargaining agreements between Fairway and each of the unions will be assumed under the Prepackaged Plan and will remain in effect. As a part of the Prepackaged Plan, the company entered into an agreement with holders of the company's senior secured loans. The supporting lenders agreed to vote in favor of the company's Prepackaged Plan and exchange their loans for common equity and $84 million of new exit debt of the reorganized company. In addition, the DIP facilities will also be refinanced with new exit financing. The bankruptcy process will enable the company to reduce costs and improve liquidity by giving it the ability to reject unfavorable leases, renegotiate contracts and moving to a more manageable capital structure. Fairway Lake Grove LLC which operates the Lake Grove store in New York is not part of the bankruptcy filing as the company pursues other strategic alternatives for this store. Both the DIP credit facilities contain upstream guarantees from all operating subsidiaries. The credit facilities benefit from a security package that includes a first lien on all assets of the company and its subsidiaries including capital stock and first priority priming liens on all assets securing pre-petition debt and the reporting requirements to DIP lenders outlined in the DIP credit agreement are adequate. With regards to the collateral coverage available to the DIP lenders, Fairway's business model results in a relatively low level of tangible asset value overall. The use of operating leases limits real estate ownership while the value of inventories is limited by its perishable nature. On a going concern basis Moody's estimates coverage for the DIP facilities to be at least 1.0x. While this would be sufficient to cover the outstandings under the DIP facilities the coverage is weak. The DIP credit agreement does not contain any financial covenants. However, it does contain a number of negative covenants which include limitations on indebtedness, liens, guarantees, negative pledges, restricted payments, subsidiary distributions, investments, fundamental changes, disposition of assets, acquisitions, disposal of subsidiary interests, sale and lease-backs, transactions with affiliates, conduct of business and deposit accounts. The principal methodology used in these ratings was Debtor-In-Possession Lending published in March 2009. FAIRWAY GROUP: Substantial Stockholder Procedures Approved ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered an order establishing procedures that, in certain circumstances, restrict transactions involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such transaction, would become a substantial stockholder of common stock issued by Fairway Group Holdings Corp. ("holdings") and its debtor-affiliates. For the purpose of the procedures, a "substantial stockholder" is any person or entity that beneficially owns, directly or indirectly, at least 2,095,000 shares of any class of common stock or at least 675,00 shares of Class B common stock of holdings. About Fairway Headquartered in New York, Fairway Group Holdings Corp. is a food retailer offering customers a differentiated one-stop shopping experience "Like No Other Market". Fairway claims to have established itself as a leading food retailing destination in the Greater New York City metropolitan area, with stores that emphasize an extensive selection of fresh, natural and organic products, prepared foods and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway operates 15 locations in the Greater New York City metropolitan area, including four Fairway Wines & Spirits locations. Seven Fairway stores are located in New York City and the remainder of Fairway's stores are located in New York (outside of New York City), New Jersey and Connecticut. Fairway Group, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016. The petitions were signed by Edward C. Arditte as co-president and chief financial officer. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel, Norton Rose Fulbright US LLP as special corporate counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez & Marsal as financial advisor and Prime Clerk LLC as claims and noticing agent. FEDERATION EMPLOYMENT: Exclusive Plan Filing Extended to Sept. 19 ----------------------------------------------------------------- The Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Federation Employment and Guidance Service, Inc. dba FEGS, the exclusive periods within which only the Debtor may file a Chapter 11 plan through and including Sept. 19, 2016, and the exclusive period within which only the Debtor may solicit acceptances to such plan through and including Nov. 18, 2016. As reported by the Troubled Company Reporter on April 26, 2016, the Debtor sought the extensions, saying that it has prepared a draft plan of liquidation which has been shared with the Unsecured Creditors' Committee. While significant progress has been made in the plan process, the Debtor is not anticipating being able to conclude that process before the expiration of the current Exclusivity Periods. The Debtor stated that since entry of the third order extending the Exclusivity Periods on March 15, 2016, the Debtor has been actively working toward the complete wind-down of its remaining operations while simultaneously engaging in a process to monetize and otherwise dispose of its real estate portfolio. About FEGS Established in 1934 amidst the Great Depression, Federation Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit provider of various health and social services to more than 120,000 individuals annually in the areas of behavioral health, disabilities, housing, home care, employment/workforce, education, youth and family services. At its peak, FEGs' network of programs operated over 350 locations throughout metropolitan New York and Long Island and employed 2,217 highly skilled professionals. FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-71074) in Central Islip, New York on March 18, 2015. The Debtor disclosed $86,697,814 in assets and $45,572,524 in liabilities as of the Chapter 11 filing. The Debtor filed applications to hire Garfunkel, Wild, P.C., as general bankruptcy counsel; Togut, Segal & Segal, LLP, as co-counsel; JL Consulting LLC as Restructuring Advisor, as restructuring advisor; Crowe Horwath, LLP as accountants; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The U.S. Trustee for Region 2 appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel. FINJAN HOLDINGS: Secures $10.2M Series A Preferred Stock Financing ------------------------------------------------------------------ Finjan Holdings, Inc., announced it has secured a $10.2 million Series A Preferred Stock financing in a private placement transaction led by Halcyon Long Duration Recoveries Investments I LLC, an affiliate of both funds managed by Halcyon Long Duration Recoveries Management LP and its affiliates and Soryn IP Group, LLC. Finjan will issue 102,000 shares of Series A Preferred Stock at a price of $100 per share to Halcyon LDRII in this transaction, a non-dilutive financing for common shareholders of Finjan. No warrants were issued in connection with the transaction. The Series A Preferred Stock contains certain optional and mandatory redemptive provisions, does not accrue an annual cash dividend, and carries participation rights in certain of the Company's revenue streams until securities are retired . A more complete summary of the financing is available with the Securities and Exchange Commission at https://is.gd/LZ2Tre "Finjan has a rich 20-year history in developing cybersecurity technology which is captured in our valuable and durable portfolio of patents," said Phil Hartstein, president and CEO of Finjan Holdings. "As a result of this non-convertible Series A financing, the investment flows directly onto our balance sheet and ensures we continue to operate our business and pursue licensing and enforcement efforts at a vigorous pace. This equity partnership with Halcyon and Soryn represents the Company's first capital raise since going public and reflects more than just financing as it renews confidence in the foundation of Finjan's historical licensing and enforcement results and supports ongoing operations." "We are very pleased to announce this financing of Finjan, an historical innovator in the cybersecurity space," highlighted Michael Gulliford, the founder & managing principal of Soryn. "Finjan continues to transform by introducing new products, investing in start-ups and establishing industry wide best practices for patent licensing. We have been, and continue to be, extremely impressed with Finjan's management, technology and intellectual property." B. Riley & Company, LLC acted as placement agent for the transaction. Morgan, Lewis & Bockius, LLP acted as legal counsel to B. Riley. The Series A Preferred shares have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Analyst and Investor Call with Management A conference call to discuss the recent financing along with first quarter 2016 results is scheduled for 1:30 p.m. Pacific Daylight Time on May 16, 2016. Analysts, investors, and other interested parties may access the conference call by dialing 1-855-327-6837. International callers can access the call by dialing 1-631-891-4304. An archived audio replay of the conference call will be available for 2 weeks beginning at 4:30 pm Pacific Time on May 16, 2016 and can be accessed by dialing 1-877-870-5176 and providing access code 10001218. International callers can access the replay by dialing 1-858-384-5517. The call will also be archived on Finjan's investor relations website. 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. 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. FIRST CORNERSTONE: Closed, First-Citizens Bank Assumes Deposits --------------------------------------------------------------- First CornerStone Bank, King of Prussia, Pennsylvania, was closed May 6 by the Pennsylvania Department of Banking and Securities, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with First-Citizens Bank & Trust Company, Raleigh, North Carolina, to assume all of the deposits of First CornerStone Bank. The six branches of First CornerStone Bank will reopen as branches of First-Citizens Bank & Trust Company during normal business hours. Depositors of First CornerStone Bank will automatically become depositors of First-Citizens Bank & Trust Company. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of First CornerStone Bank should continue to use their current branch until they receive notice from First-Citizens Bank & Trust Company that systems conversions have been completed to allow full-service banking at all branches of First-Citizens Bank & Trust Company. Depositors of First CornerStone Bank can continue to access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of March 31, 2016, First CornerStone Bank had approximately $103.3 million in total assets and $101.0 million in total deposits. In addition to assuming all of the deposits of First CornerStone Bank, First-Citizens Bank & Trust Company agreed to purchase essentially all of the failed bank's assets. Customers with questions about Friday's transaction should call the FDIC toll-free at 1-800-889-4976. The phone number will be operational this evening until 9:00 p.m., Eastern Time (ET); on Saturday from 9:00 a.m. to 6:00 p.m., ET; on Sunday from noon to 6:00 p.m., ET; on Monday from 8:00 a.m. to 8:00 p.m., ET; and thereafter from 9:00 a.m. to 5:00 p.m., ET. Interested parties also can visit the FDIC's Web site at https://fdic.gov/bank/individual/failed/firstcornerstone.html. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $10.8 million. Compared to other alternatives, First-Citizens Bank & Trust Company's acquisition was the least costly resolution for the FDIC's DIF. First CornerStone Bank is the third FDIC-insured institution in the nation to fail this year, and the first in Pennsylvania. The last FDIC-insured institution closed in the state was Vantage Point Bank, Horsham, PA, on February 28, 2014. GASTAR EXPLORATION: Prices Upsized Offering of Common Stock ----------------------------------------------------------- Gastar Exploration Inc. announced that it has priced a public offering of 50,000,000 shares of its common stock at a price to the public of $0.95 per share pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. The offering was upsized from the previously announced offering of 40,000,000 shares of common stock. Gastar has also granted the underwriters a 30-day option to purchase up to an additional 7,500,000 shares of common stock. Gastar expects to receive net proceeds of approximately $44.6 million (or approximately $51.4 million if the underwriters exercise their option to purchase additional shares), after deducting estimated fees and expenses (including underwriter discounts and commissions). Gastar intends to use the net proceeds from the offering for general corporate purposes, including funding an expanded drilling program on its STACK Play acreage in Oklahoma. Gastar expects the offering to close on May 17, 2016, subject to customary closing conditions. Seaport Global Securities LLC and Johnson Rice & Company L.L.C. are acting as joint book-running managers for the offering. A copy of the prospectus supplement and accompanying base prospectus relating to these securities may be obtained, when available, from: Seaport Global Securities LLC 360 Madison Avenue, 21st Floor New York, NY 10117 E-mail: amcadams@seaportglobal.com Telephone: 646-264-5629 Johnson Rice & Company L.L.C. 639 Loyola Avenue, Suite 2775 New Orleans, Louisiana 70113 E-mail: ecm@jrco.com Telephone: (800) 443-5924 About Gastar Exploration Gastar Exploration Inc. is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. In Oklahoma, Gastar is developing the primarily oil-bearing reservoirs of the Hunton Limestone horizontal play and is testing other prospective formations on the same acreage, including the Meramec Shale and the Woodford Shale, which is referred to as the STACK Play and emerging prospective plays in the shallow Oswego formation and in the Osage formation, a deeper bench of the Mississippi Lime located below the Meramec Shale. In West Virginia, Gastar has developed liquids-rich natural gas in the Marcellus Shale and has drilled and completed two successful dry gas Utica Shale/Point Pleasant wells on its acreage. Gastar has entered into a definitive PSA to sell substantially all of its assets and proved reserves and a significant portion of its undeveloped acreage in the Appalachian Basin. For more information, visit Gastar's website at www.gastar.com. As of March 31, 2016, Gastar had $350 million in total assets, $542.90 million in total liabilities and a total stockholders' deficit of $193 million. Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Gastar Exploration Inc. to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. GASTAR EXPLORATION: Proposes Public Offering of 40M Common Shares ----------------------------------------------------------------- Gastar Exploration Inc. intends to offer, subject to market and other conditions, 40,000,000 shares of its common stock, par value $0.001 per share, in a public offering pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. In connection with the offering, Gastar intends to grant the underwriters a 30-day option to purchase up to an additional 6,000,000 shares of common stock. Gastar intends to use the net proceeds from the offering for general corporate purposes, including funding an expanded drilling program on its STACK Play acreage in Oklahoma. Seaport Global Securities LLC and Johnson Rice & Company L.L.C. are acting as joint book-running managers for the offering. A copy of the prospectus supplement and accompanying base prospectus relating to these securities may be obtained, when available, from: Seaport Global Securities LLC 360 Madison Avenue, 21st Floor New York, NY 10117 E-mail: amcadams@seaportglobal.com Tel: 646-264-5629 Johnson Rice & Company L.L.C. 639 Loyola Avenue, Suite 2775 New Orleans, Louisiana 70113 E-mail: ecm@jrco.com Tel: (800) 443-5924 About Gastar Exploration Gastar Exploration Inc. is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. In Oklahoma, Gastar is developing the primarily oil-bearing reservoirs of the Hunton Limestone horizontal play and is testing other prospective formations on the same acreage, including the Meramec Shale and the Woodford Shale, which is referred to as the STACK Play and emerging prospective plays in the shallow Oswego formation and in the Osage formation, a deeper bench of the Mississippi Lime located below the Meramec Shale. In West Virginia, Gastar has developed liquids-rich natural gas in the Marcellus Shale and has drilled and completed two successful dry gas Utica Shale/Point Pleasant wells on its acreage. Gastar has entered into a definitive PSA to sell substantially all of its assets and proved reserves and a significant portion of its undeveloped acreage in the Appalachian Basin. For more information, visit Gastar's Web site at http://www.gastar.com/ Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Gastar Exploration Inc. to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. GELTECH SOLUTIONS: Incurs $1.58 Million Net Loss in First Quarter ----------------------------------------------------------------- GelTech Solutions, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.58 million on $218,000 of sales for the three months ended March 31, 2016, compared to a net loss of $1.68 million on $100,000 of sales for the same period in 2015. As of March 31, 2016, GelTech had $1.74 million in total assets, $6.80 million in total liabilities and a total stockholders' deficit of $5.06 million. As of May 11, 2016, the Company had approximately $180,000 in available cash. In August 2015, GelTech signed a $10 million Purchase Agreement with Lincoln Park. The Company also entered into a Registration Rights Agreement with Lincoln Park whereby the Company agreed to file a registration statement related to the transaction with the SEC covering the shares that may be issued to Lincoln Park under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, GelTech has the right to sell, and Lincoln Park is obligated to purchase, up to $10 million in shares of the Company's common stock, subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC. The Company filed the registration statement with the SEC on Oct. 5, 2015, and it was declared effective by the SEC on Oct. 16, 2015. Failure of the Company's stock price to increase will impact its ability to meet its working capital needs through Lincoln Park. "Until we generate sufficient revenue to sustain the business, our operations will continue to rely on Mr. Michael Reger's investments and the Purchase Agreement with Lincoln Park. If Mr. Reger were to cease providing us with working capital, our stock price were to fall below the floor price in the Purchase Agreement with Lincoln Park or we are unable to generate substantial cash flows from sales of its products or complete financings, the Company may not be able to remain operational. Although we do not anticipate the need to purchase any additional material capital assets in order to carry out our business, it may be necessary for us to purchase additional support vehicles or mixing base equipment in the future, depending on demand." A full-text copy of the Form 10-Q is available for free at: https://is.gd/xXWFmU About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GOODYEAR TIRE: Moody's Assigns Ba3 Rating on Proposed $900MM Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to the proposed $900 million issuance of senior unsecured notes by The Goodyear Tire & Rubber Company. The net proceeds from the notes, together with current cash and cash equivalents, are expected to be used to redeem in full the 6.5% $900 million of senior unsecured Notes due 2021 at a redemption price equal to 104.875% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. Rating Assigned: The Goodyear Tire & Rubber Company New Senior unsecured guaranteed notes due 2026, at Ba3 (LGD4). Moody's maintains these ratings for Goodyear and its subsidiaries: The Goodyear Tire & Rubber Company Corporate Family Rating, at Ba2; Probability of Default Rating, at Ba2-PD; $600 million (remaining amount) second lien term loan due 2019, at Baa3 (LGD2); 8.75% senior unsecured guaranteed notes due 2020, at Ba3 (LGD4); 7.0% senior unsecured guaranteed notes due 2022, at Ba3 (LGD4); 7.0% senior unsecured unguaranteed notes due 2028, at B1 (LGD6); 5.125% senior unsecured guaranteed notes due 2023, at Ba3 (LGD4); 6.5% senior unsecured guaranteed notes due 2021, at Ba3 (LGD4), (This rating will be withdrawn upon its refinancing); Speculative Grade Liquidity Rating, at SGL-1. Goodyear Dunlop Tires Europe B.V. 3.75% senior unsecured Euro notes due 2023, at Ba1 (LGD2). RATINGS RATIONALE Moody's expects the current transaction will generate interest savings for the company and better position the company's credit metrics within the assigned rating. Goodyear continues to demonstrated strong operating performance with its first quarter 2016 segment operating income improving 8% over the prior year quarter (14% after adjusting for the deconsolidation of Venezuela). Moody's looks for Goodyear's operations to generate strong cash flow resulting in continued debt reduction supportive of previously established positive rating action drivers. A higher rating or outlook over the near term is unlikely as Goodyear's credit metrics gradually strengthen within the assigned rating range. Over the intermediate term, a higher rating or outlook could result from sustained industry conditions which support improvement in profit margins and debt reduction. A higher rating or outlook could result from EBITA/interest at or above 4.0x, and debt/EBITDA at or about 2.0x while maintaining at least a good liquidity profile. A lower rating outlook or rating could result if industry conditions deteriorate through weakening volume trends, competitive pressures, or increasing raw material costs which are not offset by improved product mix, pricing, or restructuring actions. A lower rating outlook or rating could result from deteriorating EBITA margins, the inability to generate positive free cash flow sufficient to maintain debt/EBITDA at 3x, or EBITA/Interest at 3x. Ratings pressure could also arise from a meaningful decline in the company's liquidity profile. The principal methodology used in this rating was Global Automotive Supplier Industry published in May 2013. The Goodyear Tire & Rubber Company, based in Akron, OH, is one of the world's largest tire companies with 49 manufacturing facilities in 22 countries around the world. Revenues for the LTM period ending March 31, 2016, were approximately $16.1 billion. GOODYEAR TIRE: S&P Assigns 'BB' Rating on Proposed $900MM Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '4' recovery rating to Akron, Ohio-based The Goodyear Tire & Rubber Co.'s proposed $900 million senior unsecured notes. The '4' recovery rating indicates S&P's expectation that lenders would receive average recovery (30%-50%; upper half of the range) in the event of a payment default. Goodyear will use the net proceeds from this offering, which it estimates will be about $887 million, to fully redeem its 6.5% senior notes due 2021 at a redemption price equal to 104.875% of the principal, plus accrued and unpaid interest up to the redemption date. The proposed notes are senior unsecured obligations of Goodyear and its guarantors, ranking equal in right of payment with the company's existing and future unsubordinated debt. The notes will also be effectively subordinated to all of the company and its subsidiary guarantors' existing and future secured debt to the extent of the collateral securing the debt. S&P's ratings on Goodyear reflect the company's high leverage and substantial competition in both the replacement and original equipment tire markets. RATINGS LIST The Goodyear Tire & Rubber Co. Corporate Credit Rating BB/Stable/-- New Ratings The Goodyear Tire & Rubber Co. Prpsd $900M Sr Unsecd Nts BB Recovery Rating 4H GREAT BASIN: Incurs $33.6 Million Net Loss in First Quarter ----------------------------------------------------------- Great Basin Scientific, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $33.7 million on $731,000 of revenues for the three months ended March 31, 2016, compared to a net loss of $71.2 million on $459,000 of revenues for the same period in 2015. As of March 31, 2016, Great Basin had $27.6 million in total assets, $70.99 million in total liabilities, and a total stockholders' deficit of $43.4 million. "We have funded our operations to date primarily with net proceeds from our IPO, our follow-on public offerings, cash exercises of warrants, sales of our preferred stock, convertible notes, and revenues from operations. As of December 31, 2015 and March 31, 2016, we had approximately $4.8 million and $2.3 million, respectively, in cash. In addition, we have $13.8 million in restricted cash that will be released in equal amounts throughout 2016 as certain equity conditions are met. The cash will be used to finance the continued growth in product sales, to invest in further product development and to meet ongoing corporate needs. "In February 2016, the Company completed a follow-on public offering, whereby the Company sold 39,200,000 units at a price of $0.16 per unit for net proceeds of $5.0 million after deducting underwriting commissions and offering costs. Each 35 units consists of one share of our common stock and 52.5 Series E Warrants. "We have limited liquidity and have not yet established a stabilized source of revenue sufficient to cover operating costs, based on our current estimated burn rate. Accordingly, as discussed herein, our continuation as a going concern is dependent upon our ability to generate greater revenue through increased sales and/or our ability to raise additional funds through the capital markets." A full-text copy of the Form 10-Q is available for free at: https://is.gd/qv17eA About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GREAT BASIN: Inks Third Amendment to Registration Rights Agreement ------------------------------------------------------------------ As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on Dec. 29, 2015, on Dec. 28, 2015, Great Basin Scientific, Inc. entered into a Securities Purchase Agreement in relation to the issuance and sale by the Company to certain buyers as set forth in the Schedule of Buyers attached to the SPA of $22.1 million aggregate principal amount of senior secured convertible notes and related Series D common stock purchase warrants exercisable to acquire 3,503,116 shares of common stock. In accordance with the terms of the SPA, the Company agreed to provide certain registration rights under the United States Securities Act of 1933, as amended and the rules and regulations thereunder pursuant to the Registration Rights Agreement by and between the Company the Buyers entered into Dec. 30, 2015. On May 11, 2016, the Company and certain of the Buyers holding enough of the Notes and Warrants to constitute the Required Holders under Section 10 of the Registration Rights Agreement entered into Amendment Agreement No.3 to the Registration Rights Agreement. In the Third Amendment Agreement, the Company and the Buyers agreed to extend the deadline for bringing the initial registration statement effective registering the Company's shares of common stock issuable upon conversion of the Notes and exercise of the Warrants to the date which is the earlier of May 31, 2016, and the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such initial registration statement will not be subject to further review. Under the Third Amendment Agreement, the Buyers also waived (i) any breach of the Registration Rights Agreement prior to May 11, 2016 under Section 2(a) of the Registration Rights Agreement for the Company's failure to have the initial registration statement brought effective by the initial effectiveness deadline, prior to the date of Third Amendment Agreement and (ii) the Holder's right to Registration Delay Payments (as defined under the Registration Rights Agreement) prior to the date of the Third Amendment Agreement for the Company's failure to have the initial registration statement brought effective by the initial effectiveness deadline. About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of March 31, 2016, Great Basin had $27.59 million in total assets, $70.99 million in total liabilities and a total stockholders' deficit of $43.40 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GTT COMMUNICATIONS: Moody's Retains B2 CFR on Term Loan Add-On -------------------------------------------------------------- Moody's Investors Service said GTT Communications, Inc.'s recent add-on to its term loan is credit neutral and does not immediately impact the company's B2 corporate family rating. On May 5, the company announced its plan to issue a $30 million add-on which will be subject to the same terms and conditions to its existing $400 million term loan. The proceeds of the transaction will be used mainly to pay down the $19 million currently drawn on the company's revolving credit facility. The impact of the transaction is neutral to the company's credit profile. Paying down the revolver enhances GTT's liquidity as the full $50 million is now available; however, leverage will remain elevated above our initial estimates, mainly due to the purchase of Telnes in February. Moody's expects leverage to decline over the next 12-18 months resulting from growth in EBITDA as the company realizes synergies from its recent acquisitions: MegaPath, One Source Networks, and Telnes. Based in McLean, VA., GTT Communications, Inc. is a multinational Tier 1 internet service provider which also offers global enterprise network services. The company operates a global IP backbone and offers networking and cloud based solutions to its enterprise and carrier clients. Pro forma for the acquisitions, GTT will generate approximately $450-500 million in annual revenues. GUIDED THERAPEUTICS: Two Directors Resign from Board ---------------------------------------------------- On May 5, 2016 and May 9, 2016 respectively, Jonathan Niloff, age 62, and Linda Rosenstock, age 65, formally announced their decisions not to stand for reelection to Guided Therapeutics, Inc.' board of directors at the Company's 2016 annual meeting of stockholders. Dr. Niloff was appointed to the board in 2010 and Dr. Rosenstock was appointed in 2012. Both of their decisions to resign were for personal reasons and were not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices, according to a regulatory filing with the Securities and Exchange Commission. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Guided Therapeutics had $2.56 million in total assets, $8.12 million in total liabilities and a $5.56 million total stockholders' deficit. GYMBOREE CORPORATION: Moody's Affirms Caa1 CFR; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service affirmed The Gymboree Corporation's Caa1 Corporate Family Rating to reflect improved operating performance and debt reduction. However, the company's Probability of Default Rating was changed to Caa1-PD/LD from Caa1-PD to reflect that recent open market repurchases of debt at a significant discount to par value resulted in a material economic loss to lenders, and therefore, constitutes a distressed exchange under Moody's definition of default. Concurrently, Moody's downgraded the company's Secured Term Loan rating to Caa1 from B3, and affirmed the Caa3 Unsecured Note rating. The Company's Speculative Grade Liquidity rating was downgraded to SGL-3 from SGL-2, and the ratings outlook was changed to negative from stable. These actions were taken: The Gymboree Corporation -- Corporate Family Rating affirmed at Caa1 -- Probability of Default Rating changed to Caa1-PD/LD from Caa1-PD -- Secured Term Loan due February 2018 downgraded to Caa1 (LGD3) from B3 (LGD 3) -- Senior Unsecured Notes due December 2018 affirmed at Caa3 (LGD 5) -- Speculative Grade Liquidity rating downgraded to SGL-3 from SGL-2 -- The ratings outlook was changed to negative from stable RATINGS RATIONALE The affirmation of the Caa1 CFR reflects Gymboree's improved performance and debt protection measures, which stem from both profitable growth and recent debt reduction through open market repurchases at a significant discount. Gymboree's revenue grew 4.5% in the fourth quarter of 2015, led by positive comparable sales in each brand -- Janey and Jack led the way with 11% growth, followed by Gymboree at 6% and Crazy 8 at 1%. Gymboree's EBITDA grew 47% in the quarter due to sales growth and margin improvement stemming from improved inventory management, markdown optimization, and cost reduction initiatives. Thus, lease-adjusted debt/EBITDA, while still high, improved to 7.3x from 7.9x in 2014. Moody's expects further improvement over the next twelve months due to additional open market and privately negotiated debt repurchases completed in Q1 and continued profitable growth. The PDR change to Caa1-PD/LD from Caa1-PD reflects the company's discounted debt repurchases completed in Q4 and Q1 and subsequent offer to purchase additional notes at a discount. In the fourth quarter of 2015 and first quarter of 2016, through open market and privately negotiated transactions, the company used $41.5 million of cash to retire $135.4 million of its 2018 notes. The repurchase at such a significant discount to par value constitutes a distressed exchange under Moody's definition of default. This policy is intended to capture events whereby issuers fail to meet debt service obligations outlined in their original debt agreements. Moody's will remove the "/LD" (limited default) designation from Gymboree's PDR after three days. These transactions do not constitute an event of default under any of the company's debt agreements. The downgrade of Gymboree's Secured Term Loan rating reflects the increase in senior debt ahead of it in the capital structure in the form of the additional $50 million ABL Term Loan entered into on April 22, 2016, and the reduction in more junior debt due to the note purchase and retirement. Proceeds from the new ABL Term Loan will be used for general corporate purposes, including additional note repurchases. The Speculative Grade Liquidity rating downgrade to SGL-3 reflects reduced availability under the company's ABL revolver, as borrowing has recently increased, to $48 million from $19 million at fiscal year-end, to fund debt repurchases. Nevertheless, Moody's expects liquidity to be adequate over the next twelve months, supported by modest balance sheet cash and with cash flow and revolver availability remaining sufficient to cover cash flow needs over this timeframe. The outlook change to negative reflects the company's need to accelerate improvement in operations and improve liquidity by addressing debt maturities that begin in December 2017. The ratings could be downgraded if the probability of a default increases over the very near term due to inability to refinance its maturing debt. Weakening operating performance and debt protection metrics could also lead to a ratings downgrade. The outlook could return to stable if the company addresses its near term refinancing risk while maintaining adequate liquidity. An upgrade would require successful refinancing of its full capital structure, as well as improved operating performance such that lease-adjusted debt/EBITDAR falls below 7 times and EBITA/interest expense is sustained above 1.25 times. Headquartered in San Francisco, California, The Gymboree Corporation is a leading retailer of infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores, which operate under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, and Canada, as well as through its on-line stores. Revenues exceed $1.2 billion. The company is owned by affiliates of Bain Capital Partners LLC. The principal methodology used in these ratings was Retail Industry published in October 2015. HCSB FINANCIAL: Incurs $3.68 Million Net Loss in First Quarter -------------------------------------------------------------- HCSB Financial Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $3.68 million on $2.98 million of total interest income for the three months ended March 31, 2016, compared to a net loss available to common shareholders of $95,000 on $3.34 million in total interest income for the same period in 2015. As of March 31, 2016, HCSB Financial had $363 million in total assets, $378 million in total liabilities and a total shareholders' deficit of $14.6 million. As of March 31, 2016, the Company had no available lines of credit; however, the Bank's greatest source of liquidity resides in its unpledged securities portfolio. The book and market values of unpledged securities available-for-sale totaled $43.6 million and $43.0 million, respectively, at March 31, 2016. This source of liquidity may be adversely impacted by changing market conditions, reduced access to borrowing lines, or increased collateral pledge requirements imposed by lenders. The Bank has implemented a plan to address these risks and strengthen its liquidity position. To accomplish the goals of this liquidity plan, the Bank will maintain cash liquidity at a minimum of 4% of total outstanding deposits and borrowings. In addition to cash liquidity, the Bank will also maintain a minimum of 15% off balance sheet liquidity. These objectives have been established by extensive contingency funding stress testing and analytics that indicate these target minimum levels of liquidity to be appropriate and prudent. A full-text copy of the Form 10-Q is available for free at: https://is.gd/gJFuKq About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HCSB Financial reported a net loss available to common shareholders of $1.75 million on $13.7 million of total interest income for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.40 million on $16.09 million of total interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, HCSB Financial had $362 million in total assets, $374 million in total liabilities and a total shareholders' deficit of $12.3 million. Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses that have eroded regulatory capital ratios and the Company's wholly owned subsidiary, Horry County State Bank, is under a regulatory Consent Order with the Federal Deposit Insurance Corporation (FDIC) that requires, among other provisions, capital ratios to be maintained at certain levels. As of December 31, 2015, the Company's subsidiary is considered significantly undercapitalized based on its regulatory capital levels. These considerations raise substantial doubt about the Company's ability to continue as a going concern. The Company also has deferred interest payments on its junior subordinated debentures for 20 consecutive quarters as of December 31, 2015. Under the terms of the debentures, the Company may defer payments for up to 20 consecutive quarters without creating a default. Payment for the 20th quarterly interest deferral period was due in March 2016. The Company failed to pay the deferred and compounded interest at the end of the deferral period, and the trustees of the corresponding trusts, have the right, after any applicable grace period, to exercise various remedies, including demanding immediate payment in full of the entire outstanding principal amount of the debentures. The balance of the debentures and accrued interest as of December 31, 2015 were $6,186,000 and $901,000, respectively. These events also raise substantial doubt about the Company's ability to continue as a going concern as of December 31, 2015. HCSB FINANCIAL: J. Patterson Joins as Bank EVP & COO ---------------------------------------------------- Horry County State Bank announced the addition of J. Rick Patterson as executive vice president and chief operating officer. In this role, Mr. Patterson will oversee all commercial and retail banking activities for the Bank, as well as loan and deposit operations. He will be based out of the Horry County State Bank office in Myrtle Beach. Patterson comes to Horry County State Bank with 36 years of banking experience, most recently as executive vice president and Chief Banking Officer at Yadkin Bank. In his previous role, he was responsible for oversight and management of the bank's commercial and retail activities, to include its expansive North and South Carolina branch network. Prior to that, he was the South Carolina Community Banking Director for Wachovia Bank, managing all community banking activities for the company throughout the state. Notably, Patterson also actively serves as an official in the National Football League, a position he has held for the past 20 years, and one of only two active NFL officials from South Carolina. Patterson has officiated in two Super Bowls, an honor reserved for those with the highest performance ratings. Patterson served as the chairman of the Cherokee County Community Foundation in 2015 and currently serves as a Trustee and chairman of the finance committee at Limestone College. "We are excited to have Rick on our executive team as Chief Operating Officer. With his banking experience and deep knowledge of our South Carolina markets, we will ensure that our customer experience is leading the way among community banks in our region," said Jan Hollar, chief executive officer at Horry County State Bank. A native of Gaffney, South Carolina, Patterson resides with his family in Surfside Beach, South Carolina. Under the terms of his employment agreement, Mr. Patterson will be entitled to an annual base salary of $200,000 per year, and the board of directors of the Company (or an appropriate committee thereof) will review Mr. Patterson's base salary at least annually for adjustment based on his performance. Mr. Patterson will be eligible to receive an annual cash bonus of up to 20% of his annual base salary if he achieves certain performance levels established from time to time by the board of directors, and he will be eligible to participate in the Company's long-term equity incentive program and for the grant of stock options, restricted stock, and other awards thereunder or under any similar plan adopted by the Company. The board of directors anticipates adopting an appropriate equity incentive plan in which the Company's and the Bank's employees will be eligible to participate and granting to Mr. Patterson significant to-be-determined equity awards under such plan. Additionally, Mr. Patterson will participate in the Company's retirement, welfare, and other benefit programs and be entitled to reimbursement for travel and business expenses, as well as a monthly automobile allowance. On May 11, 2016, the Bank received the necessary nonobjection from the FDIC for Mr. Patterson to serve as the executive vice president and chief operating officer of the Bank. Terminates Relationship with CFO On May 13, 2016, HCSB Financial Corporation announced that the employment relationship between the Company, Horry County State Bank, a South Carolina state bank and wholly owned subsidiary of the Company, and Edward L. Loehr, Jr., the Company's and the Bank's chief financial officer, will terminate on July 31, 2016. In the interim, Mr. Loehr will assist the Company and the Bank with transition matters as an non-executive employee, and Jan H. Hollar, the Company's and the Bank's chief executive officer, will serve as the Company's principal accounting officer. About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HCSB Financial reported a net loss available to common shareholders of $1.75 million on $13.7 million of total interest income for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.40 million on $16.09 million of total interest income for the year ended Dec. 31, 2014. As of Dec. 31, 2015, HCSB Financial had $362 million in total assets, $374 million in total liabilities and a total shareholders' deficit of $12.3 million. Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses that have eroded regulatory capital ratios and the Company's wholly owned subsidiary, Horry County State Bank, is under a regulatory Consent Order with the Federal Deposit Insurance Corporation (FDIC) that requires, among other provisions, capital ratios to be maintained at certain levels. As of December 31, 2015, the Company's subsidiary is considered significantly undercapitalized based on its regulatory capital levels. These considerations raise substantial doubt about the Company's ability to continue as a going concern. The Company also has deferred interest payments on its junior subordinated debentures for 20 consecutive quarters as of Dec. 31, 2015. Under the terms of the debentures, the Company may defer payments for up to 20 consecutive quarters without creating a default. Payment for the 20th quarterly interest deferral period was due in March 2016. The Company failed to pay the deferred and compounded interest at the end of the deferral period, and the trustees of the corresponding trusts, have the right, after any applicable grace period, to exercise various remedies, including demanding immediate payment in full of the entire outstanding principal amount of the debentures. The balance of the debentures and accrued interest as of December 31, 2015 were $6,186,000 and $901,000, respectively. These events also raise substantial doubt about the Company's ability to continue as a going concern as of December 31, 2015. HECK INDUSTRIES: Cajun Ready Mix Buying Gonzales Batch Plant ------------------------------------------------------------ Concrete supplier Heck Industries, Inc., on May 11, 2016, filed with the U.S. Bankruptcy Court for the Middle District of Louisiana an amended motion to sell a cement batch plant and certain assets related thereto to allow some reprieve from its current cash flow problems and enable it to sustain operations until collections of its accounts receivable stabilizes. The Debtor owns various equipment used in connection with its cement supply operations, including a cement batch plant and related assets located on property bearing municipal address 38429 LA-30, Gonzales, Louisiana 70737 ("Gonzales Batch Plant"). The Debtor desires to proceed forward with the sale of its Gonzales Batch Plant to Cajun Ready Mix Concrete, LLC ("Cajun"). Prior to the Petition Date, on April 7, 2016, the Debtor and Cajun entered into an Agreement to Purchase Assets, in which the Debtor agreed, through arm's-length negotiations, to sell the Gonzales Batch Plant to Cajun for a lump sum cash payment of $300,000. The Debtor maintains that the indebtedness to Investar Bank is approximately $3,000,000 on account of prepetition loans. The sale of the property will generate immediate cash for the Debtor to allow it to fund its immediate obligations and maintain operations until its accounts receivable collections stabilizes. The Debtor is required to make payments to the bank in excess of $46,000 within approximately 10 days; and, will also be required to pay its monthly loan obligations of approximately $16,000 shortly thereafter. In addition, due to the strain on the Debtor's cash flow and thus slow payment to vendors, a number of the Debtor's vendors now require COD payments to be made. Although Investar may assert that it holds a lien which would attach to the sale proceeds, the Debtor intends to work with Investar to reach an agreement through which the sale proceeds can be used to sustain its operations for benefit of all parties; or, in the alternative to seek relief from this Court allowing the Debtor to utilize the proceeds for this purpose. About Heck Industries Heck Industries, Inc., sought Chapter 11 protection (Bankr. M.D. La. Case No. 16-10516) on April 29, 2016, in Baton Rouge, Louisiana. Hon. Douglas D. Dodd is the case judge. The Debtor is the owner of a concrete supply business which has operated throughout Louisiana since 1957. The Debtor's chapter 11 case was precipitated by a severe strain on collection of its accounts receivable due to, among other things, unfortunate weather conditions hampering the Debtor's ability to complete numerous jobs awarded to it. The Debtor estimated $1 million to $10 million in assets and debt. The Debtor's attorneys: STEFFES, VINGIELLO & McKENZIE, L.L.C. William E. Steffes Noel Steffes Melancon Barbara B. Parsons 13702 Coursey Blvd.Building 3 Baton Rouge, Louisiana 70817 Telephone: 225-751-1751 Fax: 225-751-1998 E-mail: nmelancon@steffeslaw.com HECK INDUSTRIES: Selling 10 Cement Trucks for $237,000 ------------------------------------------------------ Concrete supplier Heck Industries, Inc., on May 11, 2016, filed with the U.S. Bankruptcy Court for the Middle District of Louisiana an amended motion to sell 10 cement trucks to reduce indebtedness to its senior lender, Investar Bank. The Debtor desires to sell the Cement Trucks to Randy Weeks, a resident of the State of Georgia. Prior to the Petition Date, through arms-length negotiations, the Debtor agreed to sell the Cement Trucks to Weeks for a lump sum payment of $237,000. Collectively, the sale price is consistent with appraised values given to the 9 trucks in which Investar claims an interest. Mr. Weeks has advised the Debtor that he is prepared to close by May 13, 2016. About Heck Industries Heck Industries, Inc., sought Chapter 11 protection (Bankr. M.D. La. Case No. 16-10516) on April 29, 2016, in Baton Rouge, Louisiana. Hon. Douglas D. Dodd is the case judge. The Debtor is the owner of a concrete supply business which has operated throughout Louisiana since 1957. The Debtor's chapter 11 case was precipitated by a severe strain on collection of its accounts receivable due to, among other things, unfortunate weather conditions hampering the Debtor's ability to complete numerous jobs awarded to it. The Debtor estimated $1 million to $10 million in assets and debt. The Debtor's attorneys: STEFFES, VINGIELLO & McKENZIE, L.L.C. William E. Steffes Noel Steffes Melancon Barbara B. Parsons 13702 Coursey Blvd.Building 3 Baton Rouge, Louisiana 70817 Telephone: 225-751-1751 Fax: 225-751-1998 E-mail: nmelancon@steffeslaw.com HEXION INC: Incurs $44 Million Net Loss in First Quarter -------------------------------------------------------- Hexion Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $44 million on $909 million of net sales for the three months ended March 31, 2016, compared to a net loss of $34 million on $1.07 billion of net sales for the same period in 2015. As of March 31, 2016, Hexion had $2.37 billion in total assets, $4.86 billion in total liabilities, and a total deficit of $2.49 billion. "We continued to implement our strategic growth initiatives and structural cost savings in the first quarter of 2016," said Craig O. Morrison, Chairman, president and CEO. "During the quarter, we posted gains in our specialty epoxy resins and Versatic Acids and Derivatives businesses, which were partially offset by weaker oilfield proppant results, as well as the negative impact of foreign currency translation. We also continued to post higher volumes in our North American forest products resins business, which were offset by the impact of an extended turnaround from a key formaldehyde customer and economic volatility in Latin America during the first quarter of 2016." Mr. Morrison added: "On a constant currency basis, our first quarter 2016 EBITDA was up two percent compared to the prior year reflecting our cost savings initiatives and the benefit of our diversified end markets. Going forward, we expect to benefit from the recent investments we have made in our formaldehyde business and the continued growth of our specialty product portfolio." In late 2015, Hexion identified approximately $35 million in additional productivity and cost reduction programs, which the Company will begin executing in 2016. As of March 31, 2016, Hexion had approximately $38 million in total in process cost savings, the majority of which we expect to be achieved over the next 12 to 24 months. At March 31, 2016, Hexion had total debt of approximately $3.8 billion, which is unchanged compared to Dec. 31, 2015. In addition, at March 31, 2016, the Company had $418 million in liquidity comprised of $109 million of unrestricted cash and cash equivalents, $262 million of borrowings available under the Company's asset-backed loan facility and $47 million of time drafts and availability under credit facilities at certain international subsidiaries. On March 18, 2016, Hexion entered into a definitive agreement for the sale of its Performance Adhesives, Powder Coatings, Additives & Acrylic Coatings and Monomers businesses to Synthomer plc for a purchase price of approximately $226 million. The sale is subject to customary closing conditions, including works council consultation. The transaction is expected to close in the second quarter of 2016. Hexion expects to have adequate liquidity to fund its ongoing operations for the next twelve months from cash on its balance sheet, cash flows provided by operating activities and amounts available for borrowings under its credit facilities. A full-text copy of the Form 10-Q is available for free at: https://is.gd/vxaPnj About Hexion Inc. Hexion Inc., formerly known as Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Hexion reported a net loss attributable to the Company of $40 million on $4.14 billion of net sales for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $223 million on $5.13 billion of net sales for the year ended Dec. 31, 2014. * * * The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings Services lowered its corporate credit rating on Momentive Specialty by one notch to 'CCC+' from 'B-'. "The downgrade follows MSC's significant use of cash in the first half of 2014 and our expectation that lackluster cash flow from operations and elevated capital spending will cause free operating cash flow to be significantly negative in 2014 and 2015," said Standard & Poor's credit analyst Cynthia Werneth. As reported by the TCR on Dec. 15, 2014, Moody's Investors Service lowered the Corporate Family Rating of Momentive to 'Caa1' from 'B3'. "Due to elevated leverage, heavy capital spending on new capacity in 2014 and 2015, and the lack of meaningful improvement in financial performance, Moody's have lowered Momentive Specialty's rating," stated John Rogers, senior vice president at Moody's. HIGH RIDGE MANAGEMENT: Compromises Controversy with Relator ----------------------------------------------------------- High Ridge Management Corp. and Hollywood Pavilion, LLC, asks the Bankruptcy Court to approve the settlement entered into with Jeffrey Byrd on behalf of the United States, to settle the claims filed by Relator against the Debtors' estates. According to the Debtors, prior to the Petition Date, Relator filed Case No. 07-61424-CIV-MORENO in the United States District Court for the Southern District of Florida under the qui tam provisions of the False Claims Act, seeking, among other things, to recover up to treble damages and civil penalties for violations of the Federal False Claims Act, where Relator asserts a claim in the amount of $126,033,264 against the Debtor Pavilion, and a claim in the amount of $9,818,100 against the Debtor High Ridge. The Debtors tell the Court that in order to avoid litigation of the Relator's Qui Tam Action, which would be costly, time consuming, and would delay the Debtors' ability to confirm a plan, and would certainly delay the Debtors' ability to make distributions on a confirmed plan -- the distribution to creditors would also be reduced by the amount of administrative expenses that are increased as a result of continuing the litigation -- the parties have agreed to resolve the matter in accordance with the Settlement Agreement. More specifically, the parties have agreed as follows: a. The Debtors' Claim will be satisfied in the Debtors' bankruptcy cases by the payment of $500,000 from the Hollywood Pavilion bankruptcy estate, with $450,000 being paid directly to the United States, and $50,000 being paid directly to Relator's qui tam counsel, Nolan Auerbach & White. b. Within 10 business days of receipt of the full Settlement Payment from the Hollywood Pavilion bankruptcy estate, Relator will file a voluntary dismissal with prejudice in the Relator's Qui Tam Action with respect to High Ridge and Hollywood Pavilion. c. The Parties agree to take all actions reasonably necessary to facilitate the Settlement. Further, Relator shall support, and vote in favor of, any plan(s) of reorganization filed by the Debtors that is consistent with the Settlement. d. The United States has agreed that after receiving the Settlement Payment, it will file a consent to the dismissal of Relator's Qui Tam Action as to both High Ridge and Pavilion, with prejudice, as to both Relator and the United States. e. Relator will also release High Ridge, Hollywood Pavilion, HHRC, Leonore Kallen, Karen Kallen-Zury4, Tamir Zury, Philip S. Kallen, Kenneth J. Kallen, and the Leonore Kallen 2007 Dynasty Trust, any and all of the trusts created thereunder, including, but not limited to, the Trust f/b/o Karen Kallen-Zury and the trustees and beneficiaries of such trusts and all of their respective attorneys, successors, and assigns. The Debtor’s Motion has been scheduled for a hearing on May 17, 2016. High Ridge Management Corp. and Hollywood Pavilion, LLC are represented by: Jerry M. Markowitz, Esq. Grace E. Robson, Esq. MARKOWITZ RINGEL TRUSTY & HARTOG, P.A. 101 NE Third Avenue, Suite 1210 Fort Lauderdale, FL 33301 Telephone: (954) 767-0030 Facsimile: (954) 767-0035 Email: jmarkowitz@mrthlaw.com -- and -- 9130 So. Dadeland Boulevard, Suite 1800 Miami, FL 33156 Telephone: (305) 670-5000 Facsimile: (305) 670-5011 Email: jmarkowitz@mrthlaw.com grobson@mrthlaw.com About High Ridge High Ridge Management Corp., Hollywood Pavilion and Hollywood Hills Rehabilitation Center LLC, sought Chapter 11 protection (Banrk. S.D. Fla. Lead Case No. 15-16388) in Fort Lauderdale, Florida, on April 8, 2015. Judge John K Olson presides over the jointly administered cases. High Ridge estimated $10 million to $50 million in assets and debt. High Ridge owns real property located at 1200 North 35th Avenue and 1201 North 37th Avenue, Hollywood, Florida, and is the landlord of Pavilion and Hollywood Hills. Before executing a management agreement with Larkin Community Hospital, Pavilion was operating a 50-bed Florida-licensed mental health hospital on the real property. Before the appointment of a receiver, Hollywood Hills operated a 152-bed Florida-licensed nursing home on the real property. High Ridge is the 100 percent owner of the membership interests in Hollywood Hills and Pavilion. Prior to Jan. 14, 2014, when a receiver was appointed, High Ridge managed the operations for Pavilion and Hollywood Hills. Timothy R Bow, Esq., and Grace E. Robson, Esq., at Markowitz Ringel Trusty + Hartog, P.A., in Fort Lauderdale, Florida, serve as the Debtors' counsel. HORSEHEAD HOLDING: U.S. Trustee Forms 7-Member Equity Committee --------------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on May 13 appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. The committee members are: (1) Aquamarine Capital Attn: Guy Spier 1345 6th Ave., 2nd Fl. New York, NY 10105 Phone: 212-716-1350 Fax: 212-716-1351 (2) Legoix Sil/Rolnik Capital Sil Attn: Francisco Rodriguez Prada c/ Alsasua 76 Bajo. 28023, Madrid, Spain Phone: +34 669997786 Fax: +34 973728555 (3) Rule One Capital Attn: Phil Town 811 Bear Creek Rd. Moreland, GA 30259, Phone: 646-884-2434 (4) Cinco Ventures Attn: Andrew Wilkinson & Chris Sparling 101-524 Yates St., Victoria, BC V8W 1K8, Canada Phone: 250-884-5375 (5) Paul L. Lavergne 805 Ponce de Leon Ave. Excelsior Tower, Apt. 1202 San Juan, PR 00907 Phone: 787-934-8997 (6) Samuel J. Burrow III 2711 Rundolph Rd., Ste. 600 Charlotte, NC 28207, Phone: 704-334-7202 Fax: 704-372-6974 (7) Gense (George) Hu 2116 Bridle Ridge Ct. San Jose, CA 95138 Phone: 408-858-8555 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 Horsehead Holding Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HYPNOTIC TAXI: Citibank Asks Court to Dismiss Cases of 15 Debtors ----------------------------------------------------------------- Citibank, N.A. filed a motion requesting the Bankruptcy Court for an order lifting the stay, or alternatively, dismissing the cases of Bourbon Taxi LLC, Butterfly Taxi LLC, Candy Apple Taxi LLC, Chianti Taxi LLC, Dorit Transit LLC, France Taxi LLC, Hennessey Taxi Inc., Iceberg Taxi Inc., Merlot Taxi LLC, Milkyway Cab Inc., Pinot Noir Taxi LLC, Pointer Taxi LLC, Pudding Taxi Inc., Stoli Taxi LLC and VSOP Taxi Inc. Citibank’s Motion provides that: "In each of the fifteen cases at issue, Citibank holds the only secured claim and represents approximately 97% of the total claims, and thus, each of these bankruptcy cases arises out of a two-party dispute. Specifically, other than Citibank's claim and Evgeny Freidman's contingent claim -- based on his guaranty of the Debtors' obligations to Citibank, the claims in these cases consist of a de minimis claim by Windels Marx Lane & Mittendorf and claims that are required to be paid by the Management Companies... The Debtors' only assets are the Medallions. . . the subject of a seizure order in Adversary Proceeding No. 15-01185 (CEC) as a result of defaults under, inter alia, the Medallion Loans. The Debtors' current financial situation primarily involves only their dispute with Citibank, which can be resolved in the Adversary proceeding. . . The Debtors have no cash flow and they have no employees to protect." The Official Committee of Unsecured Creditors complains that Citibank ignores the potential impact that foreclosing on dozens of Medallions could have on the ability to pay claims of general unsecured creditors, including personal injury claimants, as well as the fact that the Debtors filed a plan of reorganization, albeit patently preliminary and in need of negotiation and modification, but nevertheless, a comprehensive plan is dependent upon all the Debtors keeping their Medallions available as one of the funding sources for the reorganization and the payment of claims. The Debtors complain why Citibank waited to file the Motion until eight months after the commencement of the Debtors' cases, and just after the Debtors proposed a joint plan of reorganization, however, regardless of Citibank's motive in filing the Motion eight months after the cases were filed, the belated Motion should be denied for myriad reasons, including the following: (a) Under the equitable doctrine of laches, Citibank is barred from prosecuting the Motion based upon the underlying facts because Citibank actively participated in these cases for eight months, at the expense of the Debtors, their creditors and all other parties in interest. (b) Citibank has failed to show cause for dismissal or lifting the stay because the Debtors in the Fifteen Cases not only have prepetition creditors, but also share equal responsibility in paying the accumulated administrative cost of prosecuting all of the Debtors' cases, much of which was incurred in dealing with Citibank's litigiousness, hence, these cases do not fall under a two party dispute. (c) Dismissal would not be in the best interests of the Debtors or their creditors and would derail the Debtors' attempted reorganization because the Debtors in the Fifteen Cases are essential to this Plan, which is to be funded by the excess fees generated by the lease of the medallions of those fifteen Debtors, so that if the Fifteen Cases are dismissed or if Citibank is permitted to seize those Debtors' medallions, the creditors of the remaining seven Debtors will undoubtedly be adversely affected. Citibank refutes the Debtors' assertions arguing that it has assembled and analyzed information regarding claims in all 22 cases prior to its filing of the motion to dismiss, albeit the Debtors failure to provide for information concerning the unsecured claims of certain insurance companies. Likewise, Citibank argues that Citibank's loans has been made to separate debtor that have not been cross collateralized, therefore, the purported "prejudice" to entities that are not creditors in the Fifteen Cases is not a legally cognizable basis for staying Citibank's loan enforcement rights. In addition, the fact that the Debtors have now filed documents entitled "Plan" and "Disclosure Statement" does not justify continuing a stay of Citibank's rights since the Proposed Plan is patently unconfirmable as set forth in the Objections filed by, inter alia, Citibank, the Committee and the U.S. Trustee. Hypnotic Taxi LLC and its affiliated debtors are represented by: Fred Stevens, Esq. Stephanie R. Sweeney, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, New York 10036-7203 Telephone: (212) 972-3000 Facsimile: (212) 972-2245 Email: fstevens@klestadt.com ssweeney@klestadt.com Citibank, N.A. is represented by: Nathan Schwed, Esq. Jantra Van Roy, Esq. Robert Guttmann, Esq. ZEICHNER ELLMAN & KRAUSE LLP 1211 Avenue of Americas New York, New York 10036 Telephone: (212) 223-0400 Email: nschwed@zeklaw.com jvanroy@zeklaw.com rguttmann@zeklaw.com The Official Committee of Unsecured Creditors is represented by: Allen G. Kadish, Esq. Jeffrey Traurig, Esq. DICONZA TRAURIG KADISH LLP 630 Third Avenue New York, New York 10017 Telephone: (212) 682-4940 Facsimile: (212) 682-4942 Email: akadish@dtklawgroup.com jtraurig@dtklawgroup.com About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. The Debtors are either limited liability companies or corporations organized under the laws of the State of New York. The Debtors maintain an office at 330 Butler Street, Brooklyn, New York 11217. The Debtors each own either two or three New York City Medallions issued by the New York City Taxi and Limousine Commission ("TLC") and related Taxi Vehicles. The Debtors collectively own 46 Medallions and Taxi Vehicles. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. The Committee tapped White & Williams LLP as counsel and EisnerAmper as its accountants and financial advisors. IMH FINANCIAL: Reports $5.85 Million Net Loss for First Quarter --------------------------------------------------------------- IMH Financial Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $5.85 million on $6.88 million of total revenue for the three months ended March 31, 2016, compared to a net loss attributable to common shareholders of $3.50 million on $9.53 million of total revenue for the same period in 2015. As of March 31, 2016, IMH Financial had $178 million in total assets, $106 million in total liabilities, $30.2 million in redeemable convertible preferred stock and $42.5 million in total stockholders' equity. At March 31, 2016, the Company had cash and cash equivalents of $5.7 million and restricted cash and cash equivalents of $2.5 million, as well as loans held for sale totaling $3.5 million and REO held for sale of $7.9 million. The proceeds from these items, coupled with revenues generated from the Company's operating properties, and proceeds from the issuance of debt, comprise its primary sources of liquidity and it believes they are sufficient to cover its liquidity needs over the next twelve months. However, there is no assurance that the Company will be successful in selling existing real estate assets in a timely manner or in obtaining additional financing, if needed, to sufficiently fund future operations or to implement its investment strategy. A full-text copy of the Form 10-Q is available for free at: https://is.gd/IshLIL About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss attributable to common shareholders of $18.90 million on $32.49 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.46 million on $31.42 million of total revenue for the year ended Dec. 31, 2014. INTERLEUKIN GENETICS: Incurs $1.51 Million Net Loss in 1st Quarter ------------------------------------------------------------------ Interleukin Genetics, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.51 million on $960,918 of total revenue for the three months ended March 31, 2016, compared with a net loss of $1.84 million on $403,212 of total revenue for the same period in 2015. As of March 31, 2016, Interleukin had $4.61 million in total assets, $8.37 million in total liabilities, and a total stockholders' deficit of $3.75 million. "The Company has experienced net operating losses since its inception through March 31, 2016. The Company had net losses of $7.9 million and $6.3 million for the years ended Dec. 31, 2015, and 2014, respectively, and $1.5 million for the three months ended March 31, 2016, contributing to an accumulated deficit of $130.5 million as of March 31, 2016. "The Company continues to take steps to reduce genetic test processing costs. Cost savings are primarily achieved through test process improvements. Management believes that the current laboratory space is adequate to process high volumes of genetic tests." A full-text copy of the Form 10-Q is available for free at: https://is.gd/6DEzxZ About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin reported a net loss of $7.89 million on $1.44 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $6.33 million on $1.81 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $6.49 million in total assets, $8.95 million in total liabilities and a $2.46 million total stockholders' deficit. Grant Thornton LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and has an accumulated deficit that raise substantial doubt about the Company's ability to continue as a going concern. INVENTIV HEALTH: Incurs $19.1 Million Net Loss in First Quarter --------------------------------------------------------------- Inventiv Health, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $19.1 million on $541 million of net revenues for the three months ended March 31, 2016, compared to a net loss attributable to the Company of $45.1 million on $451 million of net revenues for the same period in 2015. As of March 31, 2016, inVentiv had $2.12 billion in total assets, $2.91 billion in total liabilities, and a total stockholders' deficit of $783 million. inVentiv will discuss the Company's financial results for the first quarter of 2016 during a conference call at 2:00 p.m. Eastern Time on May 16, 2016. During this conference call, the Company intends to use and reference presentation, a copy of which is available for free at https://is.gd/AxGWMq About inVentiv Health inVentiv Health, Inc., is privately owned by inVentiv Group Holdings, Inc., an organization sponsored by affiliates of Thomas H. Lee Partners, L.P., Liberty Lane Partners and members of the inVentiv Health management team. inVentiv Health is a top-tier professional services organization that accelerates the clinical and commercial success of biopharmaceutical companies worldwide. The Company's combined Clinical Research Organization and Contract Commercial Organization helps clients improve their performance to deliver much-needed therapies to market. With 13,000 employees providing services to clients in 70 countries, inVentiv Health designs best practices, processes and systems to enable clients to successfully navigate an increasingly complex environment. - See more at: http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf Inventiv Health reported a net loss attributable to the Company of $151 million on $1.99 billion of net revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $190 million on $1.80 billion of net revenues for the year ended Dec. 31, 2014. * * * As reported by the TCR on May 22, 2015, Moody's Investors Service affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating of inVentiv Health, Inc. as well as all of the instrument ratings. The Caa1 rating reflects inVentiv's very high leverage, history of negative free cash flow and significant interest burden which will make a default event likely if the company does not significantly improve its EBITDA performance well ahead of 2018, when all of the company's debt matures. The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Burlington, Mass.-based contract research organization (CRO) inVentiv Health Inc. J & N ACQUISITIONS: Wants Exclusive Plan Filing Extended to June 13 ------------------------------------------------------------------- J & N Acquisitions, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida to extend by 30 days to June 13, 2016, the exclusivity period within which the Debtor is required to file its plan and disclosure statement. The exclusivity period within which the Debtor is required to file its plan and disclosure statement is slated to expire on May 13, 2016. The Debtor is currently in negotiations with secured creditors. The Debtor has otherwise complied with all Chapter 11 reporting requirements and no other creditor or interested party would be prejudiced by the delay. Headquartered in Port St. Lucie, Florida, J & N Acquisitions, Inc., dba Kids Place filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-30152) on Nov. 16, 2015, listing $1.14 million in total assets and $2.15 million in total liabilities. The petition was signed by Janice Williams, CEO. Judge Paul G. Hyman, Jr., presides over the case. Malinda L Hayes, Esq., at Markarian Frank White-Boyd & Hayes serves as the Debtor's bankruptcy counsel. JAMES YATES: Seeks to Sell Property for $1.79 Million ----------------------------------------------------- Reorganized debtor James L. Yates on May 11, 2016, filed a motion asking the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for approval to sell residential real property located at 4100 Cassia Lane, Yorba Linda, California On or about April 27, 2016, the Debtor and Sherry Yates (the "Sellers") entered into a Residential Purchase Agreement and Joint Escrow Instructions with Stephanie Hui Quing Shao ("the Buyer"), which provides for sale of the Property for the sum of $1,788,888. Sellers have the option of remaining in Property for up to 90 days after the close of escrow at a cost of $1,700 per month plus utilities. A real estate broker's commission of 5 percent of the Purchase Price will be paid to Berkshire Hathaway Homeservices, California Properties (the "Broker"). The following lien, assessments and other amounts due will be paid through escrow: a. First priority lien in favor of Marquee Funding Group, Inc., estimated at $390,000; b. Real property taxes estimated at $0 (taxes have been paid through July 1, 2016; thus, the Sellers will be entitled to a small credit); c. Escrow and title charges estimated at $9,000; d. Legal fees and cost of the Law Offices of Michael G. Spector estimated at $115,000 (final amount due as of the close of this sale shall be provided via a demand to escrow); e. Legal fees and cost of the Law Offices of Ryan Patrick Murphy estimated at $20,100 (final amount due as of the close of this sale shall be provided via a demand to escrow); and f. Quarterly fees due to the Office of the U.S. Trustee in the estimated amount of $1,625. About James Yates James L. Yates and his wife Sherry Yates were married for 43 years before she filed a marital dissolution proceeding in the Orange County Superior Court on Sept. 8, 2008 (O.C.S.C Case No. 08D008120). Among the assets they acquired during their marriage was the property at 4100 Cassia Lane, Yorba Linda, California. The Property was purchased in November of 1992 for a purchase price of $865,000. On May 16, 2011, James Yates filed a Voluntary Petition under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 11-16953). No creditors' committee, trustee or examiner has been appointed in the case. The Chapter 11 Plan of Reorganization Filed Jointly by the Debtor and Creditor, Sherry Yates was confirmed by Order entered on Nov. 15, 2013. The Effective Date of the Plan was Dec. 30, 2013. By Order entered on Sept. 2, 2015, the Court approved a loan from Marquee Funding Group, Inc., in the amount of $390,000, which was secured by a first trust deed against the Property. The Debtor's attorneys: Michael G. Spector Vicki L. Schennum LAW OFFICES OF MICHAEL G. SPECTOR 2677 North Main Street, Suite 910 Santa Ana, California 92705 Telephone: (714)835-3130 - Michael G. Spector (714)536-1983 - Vicki L. Schennum Facsimile: (714)558-7435 E-mail: mgspector@aol.com schennumlaw@gmail.com JEFFERIES LOANCORE: Moody's Affirms B1 Corp. Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed the corporate family ratings and upgraded the senior debt ratings of three US-based commercial real estate lending companies, following a re-assessment of the notching of the companies' debt under Moody's Finance Companies Rating Methodology. The affected ratings include: -- Jefferies LoanCore LLC (JLC): Corporate family rating affirmed at B1, backed senior unsecured rating upgraded to B1 from B2, with a stable outlook. -- Rialto Holdings, LLC (Rialto): Corporate family rating affirmed at B1, senior unsecured rating upgraded to B1 from B2, with a stable outlook. -- Starwood Property Trust, Inc. (SPT): Corporate family rating affirmed at Ba3, senior secured bank credit facility rating upgraded to Ba2 from Ba3, with a stable outlook. RATINGS RATIONALE Moody's upgraded the JLC, Rialto and SPT senior debt ratings to reflect each debt's size relative to other components in the respective company's debt capital structure that are included in the notching analysis, as well as each debt's priority of claim and strength of asset coverage. Moody's finance company instrument ratings use a notching framework that is based on expected differences in loss-given-default. Moody's reassessed the notching of the affected debts after electing to exclude repurchase facilities from total debt funding for purposes of the notching analysis for commercial real estate lenders. Because repurchase facilities are exempt from bankruptcy stay under the US Bankruptcy Code, they would most likely be repaid with limited loss in the event of default; Moody's expects that they would therefore have little effect on the losses incurred by other recourse debt. Moody's affirmed the corporate family ratings of JLC, Rialto and SPT based on their respective credit attributes, summarized below: JLC's B1 ratings are based on the sponsorship and funding support by the Jefferies Group and the real estate investment arm of the Government of Singapore Investment Corporation (GIC). The firm has modest positioning in the commercial real estate lending arena, having only a brief operating history dating to 2011. The firm's earnings performance is potentially volatile, relying upon securitization gains. The firm's leverage, while low, has increased and it is highly reliant on wholesale funding, which encumbers earning assets. JLC's ratings could be upgraded if the company continues to demonstrate consistent and strong profitability without substantially increasing its leverage, diversifies its business mix so as to reduce reliance on securitization gains, and maintains high asset quality over a sustained period of time. The ratings could be downgraded if JLC experiences deterioration in profitability as a result of continued competitive pressures and/or weakening of its asset quality, which would lead to erosion of its permanent equity. Negative pressure could also emerge if the company experiences difficulty distributing its collateral, its liquidity cushion gets reduced, its exposure to market-based margin calls increases due to a change in terms of its credit facility agreements, or if it loses its affiliation with Jefferies or GIC. Rialto's B1 ratings reflects the firm's investment strategy focused on distressed assets, which represent inherently riskier types of investments, as well as the company's continued diversification of its franchise from balance-sheet intensive direct investments towards the asset and investment management and the mortgage originations businesses. The rating also reflects "key man" risk in the CEO position, as well as the lack of an independent board. Rialto's ratings could be upgraded if it improves profitability while continuing to expand the investment management and mortgage origination businesses and maintains moderate leverage. A reduction in the firm's profitability, substantial rise in leverage, or any liquidity challenges could result in a ratings downgrade. Departures of key personnel could also result in a downgrade. SPT's Ba3 corporate family rating reflects its strong franchise in commercial mortgage lending, investment management, CMBS special servicing, and property investment, as well as the firm's disciplined approach to credit risk management. Starwood's strong capital adequacy and profitability, adjusting for consolidated variable interest entities (VIE), strengthen the firm's credit profile. The firm's reliance on capital markets access to fund new business is a credit weakness. Starwood is externally managed by SPT Management, LLC, and is an affiliate of the privately owned Starwood Capital Group (SCG). This arrangement provides the REIT with an experienced management team; however, the external manager has related business interests. SPT's ratings could be upgraded if the company continues to strengthen its liquidity by extending its debt maturity profile and diversifying its funding sources away from wholesale secured debt, while maintaining strong, stable profitability and low leverage. Ratings could be downgraded if SPT encounters material liquidity challenges, its leverage materially increases, or its profitability significantly weakens. Jefferies LoanCore LLC is a commercial real estate finance company headquartered in Greenwich, CT. Rialto Holdings, LLC, a wholly-owned subsidiary of Lennar Corporation, is a commercial real estate lender and investor based in Miami, FL. Starwood Property Trust, Inc. [NYSE: STWD] is a REIT engaged in commercial real estate lending and investing headquartered in Greenwich, Connecticut, The principal methodology used in these ratings was Finance Companies published in October 2015. JUMIO INC: Equity Committee Hires EisnerAmper as Financial Advisor ------------------------------------------------------------------ The Official Committee of Equity Security Holders of Jumio, Inc., asks for permission from the U.S. Bankruptcy Court for the District of Delaware to employ EisnerAmper LLP as financial advisor, nunc pro tunc to April 16, 2016. Objections to the motion must be filed by May 25, 2016, at 4:00 p.m. A hearing on the motion is set for June 20, 2016, at 10:00 a.m. EisnerAmper will: a) review and analyze the businesses, management, operations, properties, financial condition and prospects of the Debtor; b) review and analyze historical financial performance, and transactions between and among the Debtor, its creditors, affiliates and other entities; c) review the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; d) determine the reasonableness of the projected performance of the Debtor, both historically and future; e) monitor, evaluate and report to the Equity Committee with respect to the Debtor's near-term liquidity needs, material operational changes and related financial and operational issues; f) review and analyze all material contracts and agreements; g) assist, procure and assemble any necessary validations of asset values; h) provide ongoing assistance to the Equity Committee and the Equity Committee's legal counsel; i) evaluate the Debtor's capital structure and making recommendations to the Equity Committee with respect to the Debtor's efforts to reorganize its business operations and confirm a restructuring or liquidating plan; j) assist the Equity Committee in preparing documentation required in connection with creating, supporting or opposing a plan and participating in negotiations on behalf of the Equity Committee with the Debtor or any groups affected by a plan; k) assist the Equity Committee in marketing the Debtor's assets with the intent of maximizing the value received for any assets from any sale; l) provide ongoing analysis of the Debtor's financial condition, business plans, capital spending budgets, operating forecasts, management and the prospects for their future performance; and m) Other tasks as the Equity Committee or its counsel may reasonably request in the course of exercise of the Equity Committee's duties in this case. EisnerAmper engagement team for the Equity Committee will be paid these hourly rates: Wayne P. Weitz $600 Dion Oglesby $520 Adeola Akinrinade $395 From time to time, other EisnerAmper professionals may be involved in this case as needed. Hourly rates for these professionals range from $250 to $650 per hour. To the best of the Equity Committee's knowledge, information and belief, EisnerAmper has no connection with, and holds no interest adverse to, the Debtor, its estate, its creditors, holders of its equity securities or any party in interest in this case, nor to the best of the Equity Committee's knowledge does EisnerAmper hold any interest adverse to the interests of the Equity Committee or Debtor's equity security holders. Wayne P. Weitz, managing director at EisnerAmper, assures the Court that there are no other instances where EisnerAmper has, has had, or might be deemed to have or have had connections with the Debtor, creditors or other parties in interest. About Jumio Headquartered in Palo Alto, California, Jumio is an online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. In April 2016, Andrew Vara, acting U.S. trustee for Region 3, appointed Buttonwood Alpha QP Fund LLC and four others to serve on the committee of equity security holders in the Debtor's Chapter 11 case. The U.S. Trustee, however, indicated in a court filing that no official committee of unsecured creditors has been appointed in the case. JUMIO INC: Equity Committee Hires K&L Gates as Gen. Bankr. Counsel ------------------------------------------------------------------ The Official Committee of Equity Security Holders of Jumio, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to retain K&L Gates LLP as general bankruptcy counsel, nunc pro tunc to the Date of the Committee's appointment, which is April 15, 2016. Objections to the motion must be filed by May 25, 2016, at 4:00 p.m. A hearing on the motion is set for June 20, 2016, at 10:00 a.m. K&L Gates will: a. assist, advise, and represent the Committee in its consultations with the Debtor regarding the administration of this case; b. assist, advise, and represent the Committee with respect to the Debtor's retention of professionals and advisors with respect to the Debtor's business and this case; c. assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, investigating potential causes of action held by the estate, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; d. assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; e. assist, advise, and represent the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor, the Debtor's operations, and the desirability of the continuance of any portion of those operations; f. assist, advise and represent the Committee in connection with the sale of the Debtor's assets; g. assist, advise, and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; h. assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; i. assist, advise, and represent the Committee in the evaluation of claims, and on any litigation matters, including avoidance actions; and j. provide other services to the Committee as may be necessary in this case. K&L Gates will be paid these hourly rates: Michael B. Lubic, Esq., Partner $825 Steven L. Caponi, Esq., Partner $615 Sven T. Nylen, Esq., Partner $560 Brian T. Peterson, Esq., Associate $335 Michael B. Lubic, Esq., a partner at K&L Gates, assures the Court that the firm does not hold or represent an interest adverse to the Committee or the Debtor's estate. Furthermore, K&L Gates has no connection to the Debtor, its creditors, or related parties in interest, and is therefore disinterested within the meaning of section 101(14) of the Bankruptcy Code. K&L Gates can be reached at: Michael B. Lubic, Esq. John H. Culver III, Esq. Sven T. Nylen, Esq. K&L GATES LLP 10100 Santa Monica Boulevard, 8th Floor Los Angeles, CA 90067 Tel: (310) 552-5000 Fax: (310) 552-5001 E-mail: michael.lubic@klgates.com john.culver@klgates.com sven.nylen@klgates.com About Jumio Headquartered in Palo Alto, California, Jumio is an online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. In April 2016, Andrew Vara, acting U.S. trustee for Region 3, appointed Buttonwood Alpha QP Fund LLC and four others to serve on the committee of equity security holders in the Debtor's Chapter 11 case. The U.S. Trustee, however, indicated in a court filing that no official committee of unsecured creditors has been appointed in the case. JUMIO INC: Equity Committee Taps Pachulski Stang as Co-Counsel -------------------------------------------------------------- The Official Committee of Equity Security Holders of Jumio, Inc., asks for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Pachulski Stang Ziehl & Jones LLP as co-counsel to the Committee in connection with the Debtor's Chapter 11 case, nunc pro tunc to April 15, 2016. Objections to the motion must be filed by May 25, 2016, at 4:00 p.m. A hearing on the motion will be held on June 20, 2016, at 10:00 a.m. The Firm is expected to render, among other services, these services to the Committee as co-counsel with K&L Gates: a. assist, advise and represent the Committee in its consultations with the Debtor regarding the administration of this case; b. assist, advise and represent the Committee with respect to the Debtor's retention of professionals and advisors with respect to the Debtor's business and this case; c. assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; d. assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; e. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to this case or to the formulation of a plan; f. assist, advise and represent the Committee in connection with any sale of the Debtor's assets; g. assist, advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; h. assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; i. assist, advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and j. providing other services to the Committee as may be necessary in this case. The current standard hourly rates for professionals and paralegals at Pachulski Stang presently designated to represent the Committee are: Partners/Counsel $550-$1,195 Associates $425-$550 Paralegals $295-$325 Pachulski Stang can be reached at: PACHULSKI STANG ZIEHL & JONES LLP Peter J. Keane, Esq. Laura Davis Jones, Esq. Jeffrey N. Pomerantz, Esq. Peter J. Keane, Esq. 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com jpomerantz@pszjlaw.com pkeane@pszjlaw.com Laura Davis Jones, Esq., a partner at Pachulski Stang, assures the Court that the firm is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code in that the firm, its partners, of counsel and associates: (a) are not creditors, equity security holders or insiders of the Debtor; (b) are not and were not, within two years before the Petition Date, a director, officer, or employee of the Debtor; and (c) do not have an interest materially adverse to the interests of the Debtor's estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason, except as disclosed herein. About Jumio Headquartered in Palo Alto, California, Jumio is an online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. In April 2016, Andrew Vara, acting U.S. trustee for Region 3, appointed Buttonwood Alpha QP Fund LLC and four others to serve on the committee of equity security holders in the Debtor's Chapter 11 case. The U.S. Trustee, however, indicated in a court filing that no official committee of unsecured creditors has been appointed in the case. KALOBIOS PHARMACEUTICALS: Court OKs PIPE Litigation Settlement -------------------------------------------------------------- The Bankruptcy Court entered an order approving the settlement entered into between (i) Gregory Rea, RTAT LLC, Nancy Retzlaff, Armistice Capital Master Fund, Ltd. Andrew Pizzo and Sabine Gritti and (ii) KaloBios Pharmaceuticals, Inc. The Settlement Stipulation provides for the resolution among the parties of a lawsuit filed on Jan. 7, 2016 (the "PIPE Litigation") in connection with the purchase and sale of the Company's common stock in a private placement in public equity transaction in December 2015 , certain objections related to the Company's bankruptcy proceedings and all related matters. The effectiveness of the Settlement Stipulation is contingent upon the satisfaction of certain conditions set forth therein, including, among others, the Company's Second Amended Plan of Reorganization, dated May 9, 2016, becoming effective by its terms, provided that the Plan is consistent with the Settlement Stipulation. Pursuant to the terms of the Settlement Stipulation, the plaintiffs in the PIPE Litigation will receive 327,608 shares of the common stock of the Company as reorganized pursuant to the Plan, in addition to certain other consideration. The Company's agreement to the terms of the Settlement Stipulation is not in any way an admission of wrongdoing or liability by the Company. About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court for the District of Delaware (Case No. 15-12628). The Company is represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. No trustee, examiner or committee has been appointed in this Chapter 11 case. KALOBIOS PHARMACEUTICALS: Hires Horne LLP as Accountants -------------------------------------------------------- KaloBios Pharmaceuticals, Inc., disclosed in a Form 8-K report filed with the Securities and Exchange Commission that it engaged Horne LLP as the Company's independent registered public accounting firm on May 9, 2016. The engagement was approved by the Company's Board of Directors. The Company's engagement of Horne is subject to the approval of the United States Bankruptcy Court for the District of Delaware overseeing the Company's Chapter 11 bankruptcy proceedings. During the Company's two fiscal years ended Dec. 31, 2015, and 2014 and through May 9, 2016, neither the Company nor anyone acting on its behalf consulted with Horne regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Horne concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court for the District of Delaware (Case No. 15-12628). The Company is represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. No trustee, examiner or committee has been appointed in this Chapter 11 case. LADDER CAPITAL: Moody's Assigns Ba2 CFR then Withdraws Rating ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 corporate family rating to Ladder Capital Corp, concurrently withdrew the Ba2 corporate family rating of Ladder Capital Finance Holdings LLLP (LCFH), a Ladder subsidiary, and affirmed LCFH's Ba3 backed senior unsecured rating. The outlook for the ratings is stable. RATINGS RATIONALE Moody's assigned Ladder's Ba2 corporate family rating and withdrew LCFH's Ba2 corporate family rating to align ratings with Ladder's legal organizational and financial reporting structure. Ladder was established in 2013 as the holding company for LCFH to facilitate the consolidated entity's initial public offering. In December 2014, Ladder announced its conversion to a real estate investment trust (REIT), began reporting consolidated financial results and ceased reporting consolidated financial results of LCFH. Moody's practice is to assign the corporate family rating to the entity highest in the group organizational hierarchy for which consolidated financial reporting is available. Ladder's Ba2 rating reflects its moderate leverage, high-quality assets, and strong record of profitability since its inception. Ladder's lending and securities investment businesses tend to be countercyclical, which mitigates earnings volatility through economic and credit cycles. Ladder has a strong risk management culture as well as a highly-experienced and well-regarded management team. The company also has multiple funding sources to support its operations. Ratings also reflect Ladder's business concentration in the commercial real estate sector and its reliance on confidence-sensitive, wholesale funding. Moody's expects that Ladder will continue to effectively manage liquidity over the next few years as it prepares to transition from use of Federal Home Loan Bank (FHLB) advances obtained through its captive insurance subsidiary as a key funding source. Under a February 2016 rule change, the Federal Housing Finance Authority (FHFA, regulator of the FHLBs), now excludes captive insurance companies from FHLB membership. Ladder has until February 2021 to transition to other sources of funding, but in the meantime it can continue to borrow from the FHLB under certain conditions. Moody's believes that the diversity and reliability of Ladder's funding sources will continue to adequately support its business activities over the transition timeframe. Moody's could upgrade Ladder's ratings if the company improves its liquidity runway by further lengthening its debt maturities, further expands its funding diversification, demonstrates greater predictability of earnings and asset quality over a sustained period of time, and solidifies its franchise positioning. Moody's could downgrade Ladder's ratings if the company shrinks its liquidity runway, sustains an increase in leverage (debt/total equity) above a range of 2.0-3.0X, experiences a material deterioration in asset quality, or generates a decrease in profitability resulting in fixed charge coverage closer to 1.5X. Ladder Capital Corp (NYSE: LADR) is a New York based real estate investment trust (REIT); the company had total assets of $5.7 billion at March 31, 2016. The principal methodology used in these ratings was Finance Companies published in October 2015. LAWRENCE SCHIFF: Ch 11 Trustee Taps William G. Schwab as Counsel ---------------------------------------------------------------- William G. Schwab, Chapter 11 trustee for the estate of Lawrence Schiff Silk Mills, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to retain William G. Schwab & Associates as general counsel for administrative matters and specific matters not assigned to Klehr Harrison Harvey Branzburg LLP, nunc pro tunc to May 2, 2016. The Chapter 11 Trustee says Schwab & Associates has become familiar with the Debtor's business affairs and various legal issues that may arise during the bankruptcy case. Since being retained, Schwab & Associates has provided advice and assisted the Trustee in all aspects of the restructuring efforts not otherwise assigned to Klehr Harrison. Schwab & Associates has indicated a willingness to act on behalf of the Chapter 11 Trustee and render the necessary professional services as attorneys for the Trustee. Schwab & Associates will bill at its normal hourly rates: Partners $375 Associates $290 Paralegals $90 William G. Schwab, Esq., a partner at Schwab & Associates, assures the Court that the firm doesn't have any connections as contemplated by Bankruptcy Rule 2014(a). Neither Schwab & Associates nor any attorney at the firm holds or represents an interest adverse to the Trustee or the Debtor's estate, and neither the firm nor any of its attorneys is a creditor, an equity security holder, or an insider of the Debtor. About Lawrence Schiff Silk Mills Founded in 1918 and headquartered in Quakertown, PA, Lawrence Schiff Silk Mills, Inc.'s primary business was the manufacturing of ribbons, bows, ties, straps, webbing and over 500 additional woven, fabricated materials for more than 1,000 customers worldwide. LSSM served the global industrial, apparel, military, medical, packaging and hospitality markets. On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant Industries, Inc. filed an involuntary petition under Chapter 11 of Title 11 of the United States Code pursuant to Sec. 303 of the Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D. Pa. Case No. 16-12396). Pyramid is owned by Richard J. Schiff, who holds a minority equity stake in Debtor, owns RJLS Enterprises, Inc. and owns or owned the Debtor's predecessor entities. On April 22, 2016, upon agreement between the Debtor and the Petitioning Creditors, the Court entered a Consent Order for Relief in Involuntary Chapter 11 Case. The Consent Order granted relief to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief Date. The Petitioning Creditors are represented by Jeffrey Kurtzman, Esq., at Kurtzman Steady LLC. LEAFPROOF PRODUCTS: Hires Investors Reality as Broker ----------------------------------------------------- Leafproof Products, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Nebraska to hire Ryan Zabrowski and Investors Reality, Inc., as professional broker to assist Debtor in its reorganization. The Debtor engaged IRI to assist Debtor in the sale of Debtor's real property assets. IRI will receive a commission equal to a fixed percentage based upon the gross sale price received by the Debtor for the Debtor's real estate assets from a buyer procured by IRI. As a result of IRI's efforts, Debtor conducted an auction and sold its real estate assets to a third party. Notwithstanding the terms of the listing contract, Debtor and IRI have agreed that, subject to final approval of the Court, IRI is entitled to claim a 5.5% commission on a gross real estate price of $2,164,217.08. Ryan Zabrowski, a licensed salesperson employed with IRI, assures the Court that IRI has no connection with the Debtor, its creditors, any other parties-in-interest, or their respective attorneys or accountants. To the best of Mr. Zabrowski's knowledge, IRI represents no interest adverse to the Debtor or its estate in the matters upon which IRI is to be engaged. Headquartered in Omaha, Nebraska, LeafProof Products, LLC, aka Eran industries, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 15-80074) on Jan. 20, 2014, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Adella Bachman, member. Anna M. Bednar, Esq., and Robert F. Craig, Esq., at Craig/Bednar Law serves as the Debtor's bankruptcy counsel. LEARNING CARE: S&P Revises Outlook to Pos. & Affirms 'B' CCR ------------------------------------------------------------ S&P Global Ratings said that it revised its rating outlook on Novi, Michigan-based childcare service provider Learning Care Group (US) No. 2 Inc. to positive from stable and affirmed its 'B' corporate credit rating on the company. S&P's 'B' issue-level rating and '3' recovery rating on the company's senior secured credit facility remain unchanged. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; lower half of the range) of principal and interest in the event of a payment default. "The positive rating outlook reflects our expectation that Learning Care Group's leverage will continue to moderate over the next 12 months as a result of EBITDA growth related to improved capacity utilization and acquisitions, as well as our expectation that the company will not undertake any shareholder rewarding initiatives that would increase leverage," said S&P Global Ratings credit analyst Scott Zari. "The company's financial policy focuses on using excess cash flow to invest in growth initiatives, and it hasn't returned any cash to its financial sponsor since it was purchased in May 2014." However, given the limited track record with the company's financial sponsor and S&P's view that financial sponsors typically use aggressive financial strategies to maximize investment returns, S&P believes there is a risk of future returns to shareholders that could result in weaker credit ratios. "The positive rating outlook on Learning Care Group reflects our expectation that leverage will continue to moderate over the next 12 months as a result of EBITDA growth related to improved center utilization and acquisitions," said Mr. Zari. "The outlook also reflects our expectation that the company will not undertake any shareholder rewarding initiatives that would increase leverage." S&P could raise the corporate credit rating if it believes that the company's adjusted leverage will continue to decline due to EBITDA growth and its financial policy will remain consistent with an aggressive financial policy that focuses on growth. This scenario would likely include continued gains in same-center capacity utilization and S&P's expectation that management will continue to use excess cash flow for growth. S&P would also consider the track record that management establishes with respect to debt repayment and cash distributions to shareholders. S&P could revise the outlook to stable if it expects debt leverage to increase, either due to a shift in unemployment trends or a change in the company's financial policy. Any shareholder-rewarding initiatives that increase leverage, including a debt-financed dividend, would lead S&P to revise the outlook to stable. LEHMAN BROTHERS: Order Sustaining Workers' Claims Objection Upheld ------------------------------------------------------------------ Judge Richard J. Sullivan of the United States District Court for the Southern District of New York affirmed the bankruptcy court's November 7, 2014 order sustaining the omnibus objections of the debtor Lehman Brothers Holdings Inc. to the claims filed by certain of its former employees and reclassifying those claims as "equity interests" for distribution purposes. A full-text copy of Judge Sullivan's March 30, 2016 opinion and order is available at http://is.gd/HBi7VZfrom Leagle.com. The seven related appeals are In re LEHMAN BROTHERS HOLDINGS INC. MARVIN C. SCHWARTZ, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee. JENNIFER ADLER, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee. MADELYN ANTONCIC, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee. DONALD BOUGHRUM, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee. ROCCO F. ANDRIOLA, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee. VIRGILIO CASUPLE, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee. FABIO LIOTTI, et al., Claimants-Appellants, v. LEHMAN BROTHERS HOLDINGS INC., Debtor-Appellee, Nos. 15-cv-1302 (RJS), 15-cv-1326 (RJS), 15-cv-1368 (RJS), 15-cv-1376 (RJS), 15-cv-1407 (RJS), 15-cv-1431 (RJS), 15-cv-1700 (RJS) (S.D.N.Y.). Fabio Liotti is represented by: Richard J. Schager, Jr., Esq. STAMELL & SCHAGER, L.L.P. 1 Liberty Plaza # 2300 New York, NY 10006 Tel: (212)566-4047 Lehman Brothers Holdings Inc. is represented by: Ralph Irad Miller, Esq. WEIL, GOTSHAL & MANGES LLP 1300 Eye Street, NW, Suite 900 Washington, DC 20005 Tel: (202)682-7000 Email: ralph.miller@weil.com -- and -- Robert Justin Lemons, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153-0119 Tel: (212)310-8000 Email: robert.lemons@weil.com About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LEIDOS HOLDINGS: Moody's Affirms Ba1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has affirmed Leidos Holdings, Inc. corporate family and the senior notes ratings at Ba1, and downgraded the senior notes of Leidos, Inc. to Ba2 from Ba1. Moody's also assigned a Ba1 rating to the planned senior secured credit facilities to be issued by Abacus Innovations Corporation and Leidos, Inc. that will help fund the pending combination with Lockheed Martin Corporation's Information Systems & Global Solutions ("IS&GS") business. The rating outlook is changed to stable from negative. Rating Rationale: The CFR of Ba1 has been affirmed because Leidos has built financial capacity to enter into this substantial transaction, the defense contracting outlook is improving, and Moody's expects rapid deleveraging from an initially high financial leverage level. Moody's expects about $800 million of debt reduction by late 2018, substantially all of that reduction from free cash flow. Initial EBITDA leverage of 3.8x, high for the Ba1 rating, should descend to around 3x by end of 2018, at which time funds from operation to debt should have returned to the present mid-20% level. Pro-forma, the new organization will be the largest independent defense services contractor with annual revenues approaching $10 billion. With enhanced scale should come a variety of credit profile benefits. Services will become broader as IS&GS provides complementary capabilities to make Leidos a more formidable competitor for large prime contracts, with bidding opportunities broadly across the US federal and foreign government markets. IS&GS should also help strengthen Leidos' credentials within the commercial end market, a revenue stream less correlated to government spending. The fuller commercial market portfolio should help Leidos improve the return characteristics of its less profitable Health & Infrastructure segment. Leidos' capacity to recruit/retain top talent, independently pursue large single award contracts and minimize performance risk from individual projects should notably improve. The rating outlook change to Stable from Negative considers the improved business position, defense budget visibility, and expectation that Leidos will focus on achieving planned cost synergies, integrating the two organizations through mid-2018 and putting its free cash flow toward term loan reduction. In anticipation of the combination's mostly secured debt structure, the rating on Leidos Inc.'s 7.125% of 2032 and 5.50% of 2033 unsecured bonds have been downgraded to Ba2 from Ba1. These bonds did not include protection to the debt holders with negative pledge provisions. These bonds will be unsecured post the new financing. Leidos Holdings, Inc.'s 4.45% of 2020 and 5.95% of 2040 bonds have been affirmed. Unlike the 2032 and 2033 obligations, those instruments will become secured through the operation of the negative pledge provisions. All of the Leidos debt will be cross guaranteed, whether issued by Leidos Holdings Inc., Leidos Inc., or Abacus Innovations Corporation. The Speculative Grade Liquidity rating has been lowered to SGL-3 from SGL-2, denoting an adequate liquidity profile. An expectation of lower total liquidity, particularly the cash level, post the close of the transaction -- despite the integration challenge and expanded organization -- drives this liquidity assessment. Upward rating momentum would depend on expectation of debt/EBITDA below 3x and FFO/debt of 25% in 2018, realization of cost synergies into EBITDA margin approaching 12%, realization of revenue synergies into a solid backlog trend, and a more robust backstop liquidity with cash sustained at $400 - $500 million. Downward rating pressure would probably develop with low free cash flow (less than $300 million annually), leverage remaining at mid 3x rather than declining as expected, backlog weakness or erosion of the already just adequate liquidity profile. Downgrades: Issuer: Leidos Holdings, Inc. -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Issuer: Leidos, Inc -- Backed Senior Unsecured Regular Bond/Debentures, Downgraded to Ba2 (LGD6) from Ba1 (LGD4) Assignments: Issuer: Abacus Innovations Corporation -- Senior Secured Bank Credit Facility, Assigned Ba1 (LGD3) Issuer: Leidos, Inc -- Senior Secured Bank Credit Facility, Assigned Ba1 (LGD3) Affirmations: Issuer: Leidos Holdings, Inc. -- Probability of Default Rating, Affirmed Ba1-PD -- Corporate Family Rating, Affirmed Ba1 -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba1 (LGD3 from LGD4) Outlook Actions: Issuer: Abacus Innovations Corporation -- Outlook, Assigned Stable -- Issuer: Leidos Holdings, Inc. -- Outlook, Changed To Stable From Negative -- Issuer: Leidos, Inc -- Outlook, Changed To Stable From Negative Leidos Holdings, Inc. is a defense/intelligence engineering, and health services provider. The Information Systems & Global Solutions business of Lockheed Martin Corporation provides information technology, management and engineering services to the federal, state, local and foreign governments and commercial customers. Pro forma for the business combination, revenues would have been $10.3 billion in 2015. LIFEPOINT HEALTH: Moody's Rates Proposed Sr. Notes Ba2 ------------------------------------------------------ Moody's Investors Service assigned a Ba2 (LGD 4) rating to LifePoint Health, Inc.'s proposed senior unsecured bonds due 2024. Moody's understands that the proceeds of the new notes will be used to redeem the company's existing $400 million 6.625% senior notes due 2020. There are no changes to LifePoint's existing ratings, including the Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating. The rating outlook is stable. The refinancing transaction will not meaningfully impact LifePoint's credit metrics. Moody's will withdraw the ratings on the 2020 notes when those notes are redeemed. The following ratings have been assigned. $400 million senior unsecured notes due 2024, at Ba2 (LGD 4) RATINGS RATIONALE LifePoint's Ba2 Corporate Family Rating reflects Moody's expectation that the company's financial leverage will remain moderately high. Moody's also expects the company to continue with its active pursuit of acquisitions. The rating also incorporates Moody's expectation that the company will continue to successfully integrate and realize benefits from recent acquisitions despite a considerable amount of capital spending at those facilities. The rating is supported by LifePoint's solid presence in the non-urban markets in which it operates, as well as Moody's expectation that operating performance will result in strong interest coverage and cash flow coverage of debt. The stable rating outlook reflects Moody's expectation that the company will realize earnings growth but will not meaningfully reduce leverage due to continued acquisitions and higher capital spending. The ratings could be upgraded if LifePoint realizes earnings growth at existing facilities and acquisition activity does not significantly disrupt operations or require a material use of incremental debt. More specifically, the ratings could be upgraded if debt to EBITDA is sustained at or below 3.0 times. Alternatively, the ratings could be downgraded if the company pursues material debt financed acquisitions or share repurchases. The ratings could also be downgraded if operating challenges or integration issues negatively impact credit metrics such that debt to EBITDA is sustained above 4.0 times. Finally, a deterioration of the company's liquidity could also result in a ratings downgrade. Headquartered in Brentwood, Tennessee, LifePoint, through its subsidiaries, owns and operates community hospitals, regional health systems, physician practices, outpatient centers and post-acute care facilities predominantly in non-urban communities. As of March 31, 2016, on a consolidated basis, the company operated 72 hospital campuses in 22 states throughout the United States. LifePoint generated about $5.5 billion in revenues in the twelve months ended March 31, 2016. LINN ENERGY: Bankruptcy Court Approves First Day Motions -------------------------------------------------------- LINN Energy, LLC ("LinnCo"), and Berry Petroleum Company, LLC ("Berry," and with LINN and LinnCo, the "Company") on May 13 disclosed that the United States Bankruptcy Court for the Southern District of Texas has granted the relief requested by the Company in key first day motions related to ordinary course business activities. The approved motions give the Company the authority to, among other things, continue to pay employee wages and benefits without interruption, to utilize its current cash management system, and to make royalty payments. Mark E. Ellis, Chairman, President and Chief Executive Officer, said, "With these approvals, the Company will continue normal operations as we implement a comprehensive financial restructuring. Importantly, I would like to thank all of our employees for their continued dedication to our Company as we continue working constructively with our vendors, suppliers, and partners." The Company received Court approval of a motion that will allow it to use its cash to fund its Chapter 11 cases, pursuant to the agreement with the first lien lenders. The approval will be reflected in a Court Order entered Monday, May 16, 2016. The Company anticipates that the cash available to it during its Chapter 11 Cases will likely provide sufficient liquidity to support the business during the financial restructuring process. For goods and services provided post-Chapter 11 filing, the Company intends to pay vendors in full under normal terms. The Company intends to meet its obligations in the ordinary course and expects its operations to continue uninterrupted throughout the reorganization process. As previously announced, on May 11, the Company entered into a Restructuring Support Agreement with holders of at least 66.67% by aggregate outstanding principal amounts of LINN's Amended and Restated Credit Agreement, dated as of April 24, 2013, as amended, and Berry's Second Amended and Restated Credit Agreement, dated as of November 15, 2010, as amended. To implement the terms of the agreement, the Company filed voluntary petitions for a court-supervised restructuring under Chapter 11 of the United States Bankruptcy Code. Advisors Kirkland & Ellis LLP is serving as legal advisor to LINN, Lazard is serving as its financial advisor and AlixPartners is its restructuring advisor. Exchange Offer As previously announced, on April 26, 2016, LinnCo commenced a subsequent offering period to exchange each outstanding unit of LINN for one LinnCo share (the "Exchange Offer"). The subsequent offering period will expire at 12:00 midnight (New York City time) on May 23, 2016, unless extended. The Bankruptcy Court has approved keeping the Exchange Offer open uninterrupted. Procedures for tendering LINN units during the subsequent offering period are the same as during the initial offering period, except that pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as amended, LINN units validly tendered during the subsequent offering period will be accepted on a daily, "as tendered" basis and, accordingly, may not be withdrawn. The purpose of the Exchange Offer is to permit holders of LINN units to maintain their economic interest in LINN through LinnCo, an entity that is taxed as a corporation rather than a partnership, which may allow LINN unitholders to avoid future allocations of taxable income and loss, including cancellation of debt income ("CODI"), that could result from the court-supervised reorganization process. In general, CODI will be allocated to persons who are deemed to hold the units when the events giving rise to such CODI occur. The filing of a petition under Chapter 11 of the United States Bankruptcy Code does not itself cause LINN to recognize CODI; however, it is likely that the final resolution of a bankruptcy plan would cause LINN to recognize an amount of CODI, which may be substantial. About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC and its affiliates are independent oil and natural gas companies. The LINN Debtors and Berry are operationally integrated. The Debtors' workforce, which is not unionized, includes approximately 1,650 employees. Collectively, as of year-end 2015, the Debtors have approximately 27,000 gross productive wells in the United States, including in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas, Utah, and Wyoming. As of year-end 2015, the Debtors had approximately 4.5 trillion cubic feet equivalent of proved reserves, of which approximately 26 percent were oil, 59 percent were natural gas, and 15 percent were natural gas liquids. The Debtors also own and operate pipelines, processing facilities, and steam generators to support their production activities. Michael C. Linn, a director on the Linn Energy and LinnCo boards, founded LINN Energy in 2003. Since then, the Debtors have grown from a small operator of natural gas wells into one of the largest independent oil and gas companies in the United States. Over the ensuing period, the Debtors carried out over 60 acquisitions and other transactions with a total value of approximately $17 billion. In December 2013, the Debtors acquired Berry in a stock-for-stock transaction valued at approximately $4.6 billion, inclusive of Berry's net funded debt. To effectuate the transaction, LinnCo acquired all of Berry's outstanding shares in exchange for the issuance of LinnCo shares, and Berry's pre-acquisition funded debt remained outstanding. Each of Linn Energy, LLC and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors listed total assets of $11.61 billion and total debts of $8.27 billion as of March 31, 2016. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. The cases are pending joint administration before Judge David R. Jones. LINN ENERGY: Incurs $1.34 Billion Net Loss in First Quarter ----------------------------------------------------------- Linn Energy, LLC, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.34 billion on $415 million of revenues for the three months ended March 31, 2016, compared to a net loss of $339 million on $917 million of revenues for the same period in 2015. As of March 31, 2016, Linn Energy had $9.43 billion in total assets, $11.04 billion in total liabilities and a unitholders' deficit of $1.60 billion. As of March 31, 2016, the Company was in default under certain of its debt instruments, which have subsequently been cured or a forbearance has been received. The Company's filing of the bankruptcy petitions constitutes an event of default that accelerated the Company's obligations under its Credit Facilities, its Second Lien Notes and its senior notes. Additionally, other events of default, including cross-defaults, are present, including the failure to make interest payments on certain of its senior notes and the receipt of a going concern explanatory paragraph from the Company's independent registered public accounting firm on the Company's consolidated financial statements for the year ended December 31, 2015. Under the Bankruptcy Code, the creditors under these debt agreements are stayed from taking any action against the Company as a result of an event of default. A full-text copy of the Form 10-Q is available for free at: https://is.gd/QmHmoD About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC and its affiliates are independent oil and natural gas companies. The LINN Debtors and Berry are operationally integrated. The Debtors’ workforce, which is not unionized, includes approximately 1,650 employees. Collectively, as of year-end 2015, the Debtors have approximately 27,000 gross productive wells in the United States, including in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas, Utah, and Wyoming. As of year-end 2015, the Debtors had approximately 4.5 trillion cubic feet equivalent of proved reserves, of which approximately 26 percent were oil, 59 percent were natural gas, and 15 percent were natural gas liquids. The Debtors also own and operate pipelines, processing facilities, and steam generators to support their production activities. Michael C. Linn, a director on the Linn Energy and LinnCo boards, founded LINN Energy in 2003. Since then, the Debtors have grown from a small operator of natural gas wells into one of the largest independent oil and gas companies in the United States. Over the ensuing period, the Debtors carried out over 60 acquisitions and other transactions with a total value of approximately $17 billion. In December 2013, the Debtors acquired Berry in a stock-for-stock transaction valued at approximately $4.6 billion, inclusive of Berry’s net funded debt. To effectuate the transaction, LinnCo acquired all of Berry’s outstanding shares in exchange for the issuance of LinnCo shares, and Berry’s pre-acquisition funded debt remained outstanding. Each of Linn Energy, LLC and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. The cases are pending joint administration before Judge David R. Jones. LINN ENERGY: Moody's Cuts PDR to D-PD on Bankruptcy Filing ---------------------------------------------------------- Moody's Investors Service downgraded Linn Energy, LLC's (LINE) Probability of Default Rating (PDR) to D-PD from Ca-PD and affirmed all other ratings of both LINE and Berry Petroleum Company (Berry) following the company's announcement that both LINE and Berry have each filed a voluntary petition for relief under Chapter 11 of the United State Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas on May 11, 2016. The rating outlooks at LINE and Berry are negative. Issuer: Linn Energy, LLC -- Probability of Default Rating (PDR), downgraded to D-PD from Ca-PD -- Corporate Family Rating (CFR), affirmed at Ca -- Second Lien Secured notes, affirmed at C (LGD 5) -- Senior Unsecured Notes, affirmed at C (LGD 5) -- Speculative Grade Liquidity Rating (SGL), unchanged at SGL-4 -- Outlook negative Issuer: Berry Petroleum Company -- Senior Unsecured Notes, affirmed at Ca (LGD 5) -- Outlook negative RATINGS RATIONALE A bankruptcy filing by both LINE and Berry has resulted in LINE's PDR being downgraded to D-PD. LINE and Berry's other ratings have been affirmed, which reflects Moody's view on the potential overall family recovery. Shortly following this rating action, Moody's will withdraw all of LINE and Berry's ratings. Linn Energy, LLC is an exploration and production company based in Houston, Texas. LINNCO LLC: Incurs $14.4 Million Net Loss in First Quarter ---------------------------------------------------------- Linnco, LLC, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $14.4 million for the three months ended March 31, 2016, compared to a net loss of $33.0 million for the same period in 2015. As of March 31, 2016, Linnco had $18.3 million in total assets, $23.95 million in total liabilities, all current, and a shareholders' deficit of $5.67 million. LINN Energy has agreed to provide to LinnCo, or to pay on LinnCo's behalf, any financial, legal, accounting, tax advisory, financial advisory and engineering fees, and other administrative and out-of-pocket expenses incurred by LinnCo, along with any other expenses incurred in connection with any public offering of LinnCo shares or incurred as a result of being a publicly traded entity. These expenses include costs associated with annual, quarterly and other reports to holders of LinnCo shares, tax return and Form 1099 preparation and distribution, NASDAQ listing fees, printing costs, independent auditor fees and expenses, legal counsel fees and expenses, limited liability company governance and compliance expenses, and registrar and transfer agent fees. The Company expects neither to generate nor to require significant cash in its ongoing business. Any cash received from the sale of additional shares will be immediately used to purchase LINN Energy units. Accordingly, the Company does not anticipate any other sources or needs for additional liquidity, other than if the Company had a tax obligation. Such tax obligation would require some form of liquidity to satisfy it, including a cash contribution from LINN Energy, which LINN Energy is not required to provide. The Company's only significant asset is its interest in LINN Energy units and the Company's cash flow, which was historically used to pay dividends to the Company's shareholders, is completely dependent upon the ability of LINN Energy to make distributions to its unitholders. In October 2015, LINN Energy suspended the payment of its distribution. As of March 31, 2016, the Company had income taxes payable of approximately $23 million and cash of approximately $11 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/8cIQwr About LinnCo LLC Houston-based LinnCo, LLC is a Delaware limited liability company whose initial sole purpose was to own units representing limited liability company interests in its affiliate, Linn Energy LLC (LINN Energy). LINN Energy is an independent oil and natural gas company that trades on the NASDAQ Global Select Market (NASDAQ) under the symbol "LINE." KPMG LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company had income taxes payable of approximately $30 million and cash of approximately $11 million. The Company's only significant asset is its interest in LINN Energy units and the Company's cash flow, which was historically used to pay dividends to the Company's shareholders, is completely dependent upon the ability of LINN Energy to make distributions to its unitholders. In October 2015, LINN Energy suspended the payment of its distribution. Accordingly, the uncertainty associated with the Company's ability to meet its obligations as they become due raises substantial doubt about its ability to continue as a going concern, the auditors noted. MAGNOLIA BREWING: Committee Taps Arch & Beam as Financial Advisor ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Magnolia Brewing Company, LLC, seeks permission from the U.S. Bankruptcy Court for the Northern District of California to employ Arch & Beam Global, LLC, as financial advisors to the Committee, effective as of May 11, 2016, with compensation at the expense of the Debtor's estate and in amounts as the Court may allow. The duties to be performed by Arch + Beam with respect to the Committee include: a. analyzing the Debtor's operations, financial statements, and condition; b. analyzing and challenging the budgets and projects developed by the Debtor's management in the bankruptcy case; c. advising the Committee on any proposals regarding a plan of reorganization, or other pertinent matters raised in the case; d. developing appropriate financial strategies in conjunction with the Committee and its legal counsel; and e. any other tasks as requested by the Committee or Committee legal counsel. Arch + Beam will be paid these hourly rates: Howard Bailey, Managing Director $395 Matthew English, Managing Director $395 Brendan Cronin, Associate $250 Administrative $75-$125 To the best of Arch + Beam's knowledge, information and belief, and other than as set forth in the English Declaration and below, Arch + Beam has no interest materially adverse to (a) the interest of the Debtor's estate, (b) the Committee, or (c) of any class of the Debtor's creditors, either by reason of any direct or indirect relationship to, or connection with, the Debtor or for any other reason. Arch + Beam says that none of the professionals comprising or employed by Arch + Beam are related to any judge of the U.S. Bankruptcy Court for the Northern District of California, the U.S. Trustee or any person employed in the Office of the U.S. Trustee. The firm may be reached at: Howard Bailey, Managing Director Matthew English, Managing Director Arch & Beam Global LLC 2500 Camino Diablo, Suite 110 Walnut Creek, CA 94597 Tel: 415-252-2900 About Magnolia Brewing Magnolia Brewing Company LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California (San Francisco) (Case No. 15-31480) on Nov. 30, 2015. The petition was signed by Dave McLean, managing member. The Debtor owns and operates a 30-barrel production brewery located at 3rd and 22nd in San Francisco, California, which was first opened in 2014, as well as an adjacent restaurant, Smokestack. The Debtor also owns the Magnolia Pub and Brewery located at Haight and Masonic in San Francisco as a result of the Debtor's acquisition of those assets from McLean Breweries, Inc. pursuant to a merger between the Debtor and McLean, which occurred in January 2015. Before the merger, the Debtor and McLean had common management and a number of common employees and substantially similar ownership. The Debtor's beer is sold at both of its restaurants and to over 250 draft beer accounts in the San Francisco Bay Area. The Debtor is represented by Ron Bender, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. The case is assigned to Judge Dennis Montali. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Office of the United States Trustee formed the Official Committee of Unsecured Creditors on Dec. 7, 2015. MCD SPORTS: Wants to Hire LeClairRyan as Attorney ------------------------------------------------- MCD Sports, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey for authority to employ LeClairRyan as attorney, nunc pro tunc to May 2, 2016. LeClairRyan will: a. advise the Debtor with respect to the powers and duties in the continued management and operation of the business as debtor-in-possession, including the Debtor's rights and remedies with respect to the Debtor's assets and claims and with respect to the claims of creditors; b. advise the Debtor with respect to preparing and obtaining approval of the Disclosure Statement and Plan; c. prepare all necessary applications, motions, complaints, answers, orders, reports and other pleadings and documents; d. appear before the Court and other officials and tribunals, if necessary, and protect the Debtor's interests in federal, state and foreign jurisdictions and administrative proceedings; e. negotiating and preparing documents relating to the liquidation and disposition of the Debtor's assets; f. advise the Debtor of day-to-day operations of in conjunction with the administration of the Debtor's estate as debtor-in-possession; g. perform other legal services for the Debtor as debtor-in- possession, as may be necessary and appropriate; and h. provide general guidance in connection with the Chapter 11 proceeding. Michael J. Connolly, Esq., an officer of LeClairRyan, tells the Court that the firm will bill at its normal hourly rates for the attorneys that may or will be rendering services for the Debtor: Daniel M. Eliades, Esq. $495 Michael Connolly, Esq. $495 William Waldman, Esq. $495 Kim Lynch, Esq. $495 Paralegal & Legal Assistants $150-$200 Mr. Connolly assures the Court that the firm, its members, shareholders, partners, associates, officers and employees do not hold an adverse interest to the estate, do not represent an adverse interest to the estate, and are disinterested under 11 U.S.C. Section 101(14). Elmwood Park, New Jersey-based MCD Sports, LLC, dba Parkway Lanes filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 15-22986) on July 10, 2015, listing $1.6 million in total assets and $540,827 in total liabilities. The petition was signed by Cecile Cassirer, managing member. Judge Rosemary Gambardella presides over the case. Michael J. Connolly, Esq., at Forman Holt Eliades & Youngman LLC serves as the Debtor's bankruptcy counsel. MID-STATES SUPPLY: Hires Continental Real Estate as Realtor ----------------------------------------------------------- Mid-States Supply Company Inc. asks for authorization from the U.S. Bankruptcy Court for the Western District of Missouri to employ Continental Real Estate as realtor, for the limited purpose of marketing and selling certain real property in Killdeer, North Dakota. Prior to the Petition Date, the Debtor owned the Real Property. Prior to the Petition Date, Debtor engaged CRE to sell the Real Property -- the listing agreement expired by its terms on Aug. 9, 2015. The Real Property was not included in the sale of substantially all of Debtor's assets, so it remains with the estate. The seller will pay the broker a commission that is 6% of the $49,000 gross sales price. Because CRE's commission is contingent on the sale of the Real Property, which sale Debtor understands will require this Court's approval, Debtor submits that no further approval of CRE's compensation should be required. Deb Harsche at CRE assures the Court that CRE has no connection with, and neither holds nor represents any interest adverse to Debtor, its estate, creditors, or any other parties in interest or their respective attorneys or accountants, in the matters for which CRE is proposed to be retained. CRE does not hold or represent any material adverse interest in connection with this case and is disinterested within the meaning of Code Sections 101(14) and 327. About Mid-States Supply Company Founded and headquartered in Kansas City, Missouri, Mid-States Supply Company, Inc., supplier of pipes, valves and fittings to ethanol, pipeline and power industries in the United States, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No. 16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes as chief restructuring officer. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor LLC as financial advisor, SSG Advisors, LLC and Frontier Investment Banc Corporation as investment bankers, Tarsus CFO Services, LLC as chief financial officer services provider and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. An official committee of unsecured creditors has been appointed in the case and is represented by Marcus A. Helt, Esq., and Michael S. Haynes, Esq., at Gardere Wynne Sewell LLP. MIDSTATES PETROLEUM: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------------- The Office of the U.S. Trustee on May 12 appointed three creditors of Midstates Petroleum Company, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Wells Fargo Bank, National Association, as Indenture Trustee Attn: Thomas Korsman and Andrea Scott 625 Marquette Avenue, MAC N9311-161 Minneapolis, MN 55402 Tel. 612-466-5890 Fax 866-680-1777 E-mail: thomas.m.korsman@wellsfargo.com andrea.r.scott@wellsfargo.com Counsel: Foley & Lardner LLP Attn: Mark Hebbeln, Esq. Lars Peterson, Esq. 321 North Clark St., Suite 2800 Chicago, IL 60654 Tel. 312-832-4500 Fax 312-832-4700 E-mail: mhebbeln@foley.com lapeterson@foley.com (2) FTS International Services, LLC Attn: Jennifer Keefe 777 Main St., Suite 2900 Fort Worth, TX 76102 Tel. 817-339-3599 E-mail: jennifer.keefe@ftsi.com Counsel: Calhoun, Bhella & Sechrest, LLP Brenda Cubbage, Esq. 325 N. St. Paul, Suite 2300 Dallas, TX 75201 Tel. 214-722-5194 Fax 214-981-9203 E-mail: bcubbage@cbsattorneys.com (3) Smith Energy Services, Inc. Attn: Shirley Andrews 944 S. Shelby St. Carthage, TX 75633 Tel. 903-291-3711 Fax 903-291-3794 E-mail: sandrews@sersi.net Graves Dougherty Hearon & Moody Brian T. Cumings, Esq. 401 Congress Ave., Suite 2200 Austin, TX 78701 Tel. 512-480-5626 Fax 512-536-9926 E-mail: bcumings@gdhm.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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. MIRARCHI BROTHERS: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on May 12 appointed three creditors of Mirarchi Brothers, Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Hadco Metal Trading 555 State Road Bensalem, PA 19020 Attn: Tony Cistone; Phone: (215) 695-2705 Fax: (215) 695-2706 E-mail TonyC@Hadco-Metal.com (2) IBEW Local 126 Benefit Funds 3455 Germantown Pike Collegeville, PA 19426 Attn: Chris Wentzel Phone: (610) 489-1185 Fax: (610) 489-6988 E-mail: CWentzel@IBEWLO126.com (3) U.S. Electrical Services, Inc. 30 Plymouth Street Fairfield, NJ 07004 Attn: Jeffrey Greene Phone: (973) 287-0591 Fax: (866) 964-3899 E-mail: j.greene@monarchelectric.com; Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Mirarchi Brothers Mirarchi Brothers, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Pennsylvania (Philadelphia) (Case No. 16-12534) on April 8, 2016. The petition was signed by Ralph Minarchi, Jr., president. The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. The case is assigned to Judge Jean K. FitzSimon. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. MONTREIGN OPERATING: Moody's Assigns B3 CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned first time ratings to Montreign Operating Co., LLC, including a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. Concurrently, Moody's assigned a B2 rating to the company's proposed $400 million senior secured first lien term loan due 2022. The rating outlook is stable. All ratings are subject to final review of documentation. Proceeds from the $400 million first lien term loan along with a $75 million second lien PIK term loan (unrated), $70 million of vendor financing (unrated) and $308 million of cash equity will be used to finish the construction of the Montreign Resort Casino -- a full scale casino located in the Town of Thompson, in Sullivan County, New York. The casino will be a part of Adelaar -- a $1.3 billion development (including the casino) that will also include lodging, a golf course, an entertainment village (50,000 square feet of entertainment, dining, and retail) and an indoor water park. The casino -- which is expected to have about 100 table games and 2,150 slot machines -- is set to open in March 2018, along with 60% of the hotel rooms and the golf course. The remainder of the hotel rooms, the indoor water park and the entertainment village is expected to open six months later. New ratings assigned: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $400 million 6-year senior secured first lien term loan at B2 (LGD3) RATINGS RATIONALE Montreign's B3 Corporate Family Rating -- a rating typically assigned to ground up development projects -- reflects the debt-financed nature of this casino development project, the single asset profile of Montreign, and the project's high pro forma leverage. Moody's expects that Montreign's adjusted debt/EBITDA will be between 5.5x and 6.0x in its first full year of operations. The Montreign project is subject to ramp-up risk, which is associated with most new casino projects, however the Montreign Resort Casino is one part of a larger development and any delay in the opening of the other amenities could impact overall visitation to the casino. The B3 rating also takes into consideration that Montreign will be competing for customers with other large, established competitors in New York, Pennsylvania and Connecticut. The success of Montreign's casino relies on not only growing the gaming market in New York, but attracting players from the existing competitors. Longer-term concerns include the potential for additional competition in New York City and northern New Jersey. Positive rating considerations include the high level of sponsor equity, which at about 40% of development costs is higher than recently rated projects, and a favorable tax rate compared to nearby competitors. Montreign will be required to pay a 39% tax rate on slot revenue compared to 55% for Pennsylvania casinos and 60%-75% for the New York casinos. The stable rating outlook is based on Moody's expectation that Montreign will have sufficient funds to complete construction, including an additional interest reserve that extends six months beyond the construction period and the appropriate level of contingency reserves typically provided for this type of development project. A ratings upgrade is not expected during the construction period. However, once construction is complete, Montreign's ratings could be upgraded shortly after it opens if early results suggest that it can achieve and maintain debt/EBITDA at around 5.0x. Ratings could be downgraded if the project experiences significant cost over-runs or construction delays. Beyond the construction period, ratings could be downgraded if the ramp-up performance of Montreign is slower than expected and results in debt/EBITDA above 6.0 times. Montreign Operating Company, LLC -- an unrestricted subsidiary of Empire Resorts Incorporated (NASDAQ: NYNY) -- is developing a $660 million casino -- Montreign Resort Casino -- in the Town of Thompson, in Sullivan County, New York. The casino is expected to have about 100 table games, 2,150 slot machines, a hotel, convention space and multiple restaurants. The casino will be part of a larger development -- Adelaar -- which will have various attractions, such as an indoor water park, golf course, lodging and an entertainment village. The project's opening is planned for March 2018 and we estimate the casino will generate about $375 - $425 million of annual net revenue. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. MONTREIGN OPERATING: S&P Rates Proposed $400MM Facility 'B-' ------------------------------------------------------------ S&P Global Ratings said that it assigned its 'B-' corporate credit rating to Thompson, N.Y.-based Montreign Operating Co. LLC. The rating outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to Montreign's proposed $400 million first-lien term loan facility due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal for lenders in the event of a payment default. Montreign plans to use proceeds from the proposed transaction, along with about $308 million in equity contributions from the parent company, N.Y.-based Empire Resorts Inc. (unrated), a $75 million second-lien pay-in-kind (PIK) term loan due 2023 (unrated; which S&P expects the owners will hold), and a $70 million vendor financing facility to: -- Fund the development and construction of the Montreign Resort Casino, Establish an interest reserve to fund debt service through the construction period and the first six months after the casino opens, and -- Fund transaction fees and expenses. "Our 'B-' corporate credit rating on Montreign reflects the vulnerability of new gaming projects to uncertain demand and the difficulties the company could face in managing initial costs," said S&P Global Ratings credit analyst Stephen Pagano. "These factors could lead to poor profitability during the first several months of operations and difficulties ramping up cash flow quickly enough to satisfy fixed charges." The stable rating outlook reflects S&P's view that Montreign has adequate funding in place to complete the casino's construction and a funded interest reserve account, which will cover interest expense for six months after the casino opens, and the second-lien debt's PIK feature will provide the company with some flexibility if it ramps up cash flow slower than S&P expects. S&P forecasts that adjusted leverage will be in the low- to mid-5x area and EBITDA coverage of total interest will be in the mid- to high-1x area in the first year of operations--in line with S&P's highly leveraged financial risk assessment. S&P could lower its corporate credit rating on Montreign if S&P believes construction delays or cost overruns would lead to a potential liquidity shortfall. Additionally, S&P' could lower the rating if the casino's operating results upon opening are weaker than we expect, since this could lead to a potential liquidity shortfall. "We are unlikely to consider an upgrade until the casino opens and we can observe its operating performance. We could raise the rating one notch if the casino opens successfully in 2018 and generates enough cash flow to service the proposed capital structure and facilitate deleveraging such that debt to EBITDA tracks below 5x and EBITDA coverage of interest expense remains above 2x. Before raising the rating, we would need to assess the potential timeline for future competition to open in Northern New Jersey (if gaming is approved), the impact on Montreign, and the company's ability to reduce leverage before a casino in Northern New Jersey becomes operational," S&P said. MOUNTAIN PROVINCE: Posts C$18.8-Mil. Net Income for First Quarter ----------------------------------------------------------------- Mountain Province Diamonds Inc. reported net income of C$18.8 million for the three months ended March 31, 2016, compared to a net loss of C$571,000 for the same period in 2015. Interest income for the three months ended March 31, 2016, were C$269,783 compared to C$133,936 for the same period in 2015. The increase in 2016 is as a result of a higher interest rate being obtained on a higher balance (cost overrun account of approximately C$88 million) than in 2015. As of March 31, 2016, Mountain Province had C$694 million in total assets, C$366 million in total liabilities and C$328 million in total shareholders' equity. The Company is in the process of developing the Gahcho Kue Diamond Mine in conjunction with De Beers. The underlying value and recoverability of the amounts shown as "Property and Equipment" are dependent upon the successful development and commissioning, and upon future profitable production and proceeds from disposition of the Company's mineral properties. Failure to meet the obligations for the Company's share in the Gahcho Kue Diamond Mine may lead to dilution of the interest in the Gahcho Kue Diamond Mine and may require the Company to write off costs capitalized to date. The Company has arranged the necessary equity and Loan Facility to fund its remaining share of the construction costs of the Gahcho Kue Diamond Mine and does not believe that it will require additional funding. The Company currently has no source of revenue. Cash flow used in operating activities, including change in non-cash working capital for the three months ended March 31, 2016, were C$1,654,857 compared to C$695,435 for the same period in 2015. Investing activities for the three months ended March 31, 2016 were (C$89,198,557) compared to C$12,127,757 for the same period in 2015. For the three months ended March 31, 2016, the outflow for the purchase of equipment and the expenditures directly related to the development of the Gahcho Kué Diamond Mine were C$58,428,540 compared to C$59,777,657 for the same period in 2015. Capitalized interest paid was $4,695,925 compared to $nil for the same period in 2015. Development activity has been increasing steadily since December 2013 when the Mackenzie Valley Land and Water Board approved a pioneer Land Use Permit for the Gahcho Kué Diamond Mine, which allowed land-based site works to commence. Cash flows used in investing activities for March 31, 2016 include C$26,040,416 in restricted cash, C$58,428,540 in property and equipment, C$4,695,925 of capitalized interest paid, and offset by C$269,783 of interest income. For the period ended March 31, 2015, C$59,777,657 was used for property and equipment offset by the redemption of C$73,572,865 in short-term investments and C$133,936 of interest income. Financing activities for the three months ended March 31, 2016 were C$92,869,953 compared to C$92,076,884 for the same period in 2015. Cash flows from financing activities for the period ended March 31, 2016, related to cash draws of US$73 million or approximately C$94 million Canadian dollar equivalent (foreign exchange contract rates and spot rates) from January 1, 2016 to March 31, 2016, from the Loan Facility, net of financing costs, approximately C$1.2 million. For the period ended March 31, 2015, approximately C$2.6 million was used in financing costs and approximately C$95 million of proceeds from share issuance, net of costs, was received. A full-text copy of the Form 6-K report is available for free at: https://is.gd/5qNoLj 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. 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. MUNISH SAWHNEY: Exclusive Plan Filing Period Extended to Aug. 8 --------------------------------------------------------------- The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has extended, at the behest of Munish Sawhney, et al., Debtors' exclusive period for filing a plan of reorganization through and including Aug. 8, 2016. The Debtors' exclusive period for soliciting acceptances of a plan is also extended through and including Oct. 7, 2016. As reported by the Troubled Company Reporter on April 22, 2016, the Debtors asked the Court to extend the Exclusive Periods, saying that although they have made progress in connection with the reorganization efforts, additional time is required to settle additional claims against the estate to prepare and finalize a plan. Munish Sawhney, et al., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 15-29250) on Oct. 13, 2015, and is represented by Richard D. Trenk, Esq., and Robert S. Roglieri, Esq., at Trenk, DiPasquale, Della Fera & Sodono, P.C. Judge John K. Sherwood presides over the case. NCL CORP: Moody's Affirms Ba3 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service revised the rating outlook of NCL Corporation Limited to stable from negative. At the same time, Moody's affirmed NCL's Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. Moody's also assigned a Ba2 rating to NCL's proposed $750 million senior secured revolving credit facility due 2021 and a Ba2 rating to NCL's $1,161 million senior secured Term Loan A due 2021. The change in outlook to stable from negative reflects Moody's expectations that NCL's will generate strong earnings growth in 2016 which will result in a strengthening in credit metrics. Moody's estimates that 2016 EBIT growth will be nearly 30% from a combination of a modest increase in yield due to strong demand in the Caribbean, capacity expansion and low fuel prices which will more than offset the weak demand for European based cruise itineraries in the aftermath of geopolitical events. Moody's estimates that NCL's earnings growth in 2016 will result in debt to EBITDA falling to 4.6x by the end of 2016. The assignment of ratings to the proposed $750 million senior secured revolving credit facility and $1,161 million senior secured term loan A is a result of NCL's launch of an amendment and extension of its existing $625 million senior secured revolving credit facility, which will result in a $125 million increase in its size to $750 million and an extension of its maturity date to June 2021 from May 2018. At the same time, NCL is seeking to extend the maturity of its $1,161 million term loan to June 2021 from May 2018. Moody's views the proposed amendment and extension positively as it extends NCL debt maturity profile and bolsters its liquidity. The following ratings are assigned: $750 million senior secured revolving credit facility due 2021 at Ba2, LGD 3 $1,161 million senior secured term loan A due 2021 at Ba2, LGD 3 The following ratings are affirmed: Corporate Family Rating at Ba3 Probability of Default Rating at Ba3-PD Speculative Grade Liquidity rating at SGL-2 $350 million senior secured term loan B due 2021 at Ba2, LGD 3 $600 million senior unsecured notes due 2020 at B2, LGD 6 $680 million senior unsecured notes due 2019 at B2, LGD 6 The following ratings are affirmed to be withdrawn upon closing of the transaction: $625 million senior secured revolving credit facility due 2018 at Ba2, LGD 3 $1,375 million senior secured term loan A due 2018 at Ba2, LGD 3 NCL's Ba3 Corporate Family Rating reflects its market position as the third largest ocean cruise line worldwide. Its rating also acknowledges its' well-known brand names -- Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises -- and the young age of its fleet which enables the company to compete against larger rivals across all its price points. The rating considers that NCL's leverage remains high but is set to improve by the end of 2016. For the twelve month period ended March 31, 2016, NCL's debt to EBITDA was 5.3x. Moody's forecasts that it will fall to 4.6x by the end of fiscal 2016 as a result of robust earnings growth. EBITA to interest expense is also set to improve to over 3.0x. The rating also acknowledges that Moody's believes the cruise industry will continue to benefit from favorable demographics and the value proposition of a cruise vacation which supports the continued penetration of the vacation market by cruise operators. The rating also acknowledges that while industry wide capacity will increase, capacity expansion will remain rational as a result of supply constraints. Lastly the rating considers NCL's aggressive financial policy which includes financing the acquisition of Prestige in 2014 largely with debt and borrowing an incremental $300 million in 2015, of which $150 million has gone to share repurchases. Moody's notes that the ownership levels of affiliates of Apollo Global Management(16%), Genting HK (11%), and TPG (2%) have reached a point where NCL has the ability to dictate its own financial policy going forward. The stable outlook reflects that NCL's credit metrics are set to improve to levels that are in line with its Ba3 rating as a result of strong forecasted earnings growth. Ratings could be upgraded should NCL sustain debt to EBITDA below 4.5x and EBITA to interest expense above 3.0x. A ratings upgrade would also require a financial policy that supports credit metrics remaining at these levels. Ratings could be downgraded should it become unlikely that debt to EBITDA will be reduced to below 5.25x by the end of 2016 or should EBITA to interest fall below 2.0x. NCL Corporation Ltd., headquartered in Miami, FL, is a wholly owned subsidiary of Norwegian Cruise Line Holdings, Ltd. NCL operates 23 cruise ships with about 45,800 berths, under three brand names; Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. Net revenues are about $3.5 billion. NEPHROS INC: Incurs $836,000 Net Loss in First Quarter ------------------------------------------------------ Nephros, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $836,000 on $590,000 of total net revenues for the three months ended March 31, 2016, compared to net income of $243,000 on $544,000 of total net revenues for the same period in 2015. As of March 31, 2016, Nephros had $3.42 million in total assets, $1.43 million in total liabilities and $1.99 million in total stockholders' equity. "At March 31, 2016, we had an accumulated deficit of approximately $118,089,000 and we expect to incur additional operating losses in the foreseeable future at least until such time, if ever, that we are able to increase product sales or license revenue. We have financed our operations since inception primarily through the private placements of equity and debt securities, our initial public offering, license revenue, and rights offerings." A full-text copy of the Form 10-Q is available for free at: https://is.gd/PhUsYr About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.08 million on $1.94 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014. Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Perian Salviola Reports 6.3% Stake ---------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Perian Salviola disclosed that as of May 12, 2016, she beneficially owns 3,950,000 shares of common stock of NewLead Holdings, Ltd. representing 6.3 percent calculated on the basis of 62,522,491 shares of the Issuer's Common Stock issued and outstanding as disclosed by to the Reporting Person on May 12, 2016. The Reporting Person may be deemed to have beneficially owned 3,950,000 shares of Common Stock through her ownership of Pallas Holdings, LLC. The Reporting Person is a member and the sole manager of Pallas Holdings, LLC. The shares owned by the Reporting Person were issued in connection with the sale to a subsidiary of the Issuer by Pallas Highwall Mining LLC of Viking Prep Plant, LLC. In the Viking Prep Plant transaction, as part of the consideration, the Issuer issued a convertible note in the original principal amount of $24,000,000. In May 2015, the Company issued the Reporting Person 3,450,000 shares toward payment of such note. From Jan. 5, 2016, through May 6, 2016, the Reporting Person sold 2,665,213 shares previously held. The Company has the option to pay the principal and interest in cash or shares of common stock. The acquisition agreement also includes a true-up of the proceeds from such shares, but the amount cannot be calculated until such time as all shares issued as consideration of the purchase price have been sold. A full-text copy of the regulatory filing is available at: https://is.gd/cE53pR About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NORANDA ALUMINUM: Minority Lenders Seeks Adequate Protection ------------------------------------------------------------ The Ad Hoc Consortium of Minority Pre-Petition Term Lenders asks the Bankruptcy Court to direct Noranda Aluminum, Inc., et al., to provide adequate protection of their interests in property, as secured creditors, in the form of reimbursement of the reasonable and documented fees and expenses of its counsel and affirming the Minority Lenders’ right to access information regarding the Debtors and these cases on the same terms as the Term DIP Lenders, as provided for in the Final DIP Order. The Consortium's members complain that they are given no meaningful opportunity to protect their interests and participate in these cases through the provision of postpetition financing despite the substantial prepetition loans they have extended to the Debtors, but instead they have been relegated to mere onlookers in these cases, with their sole supposed voice a fiduciary occupying two seemingly conflicting roles, as Pre-Petition Term Agent, answerable to all Pre-Petition Term Lenders and as Term DIP Agent, answerable only to the Majority Lenders. Moreover, the Consortium's members narrates that they have been provided no information that would permit them to participate meaningfully in the Debtors' sale process, including with respect to a potential credit bid by the Majority Lenders, which is in derogation of the Final DIP Order's requirement that the Minority Lenders receive the same access to information as the Term DIP Lenders to protect their rights in these cases. According to the Consortium, they have never been given the opportunity to participate in the distribution of the Term DIP Loans, or rather it is a take-it-or-leave-it basis where the $35 million Term DIP Loans to the Debtors are provided exclusively to the Majority Lenders, notwithstanding the Consortium's significant exposure under the Pre-Petition Term Loans, as well as the Final DIP Order's provision that provides for the payment of "the fees and expenses of the Pre-Petition Term Agent including the reasonable and documented professional fees and expenses of one primary counsel for the Pre-Petition Term Agent as a form of adequate protection." Counsel to the Consortium: Spencer P. Desai, Esq. DESAI EGGMANN MASON LLC 7733 Forsyth Boulevard, Suite 800 Clayton, Missouri 63105 Telephone: (314) 881-0800 Facsimile: (314) 881-0820 Email: sdesai@demlawllc.com -- and -- Jeffrey L. Jonas, Esq. James W. Stoll, Esq. Brian T. Rice, Esq. BROWN RUDNICK LLP One Financial Center Boston, Massachusetts 02111 Telephone: (617) 856-8200 Email: jjonas@brownrudnick.com jstoll@brownrudnick.com brice@brownrudnick.com About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NOVABAY PHARMACEUTICALS: Incurs $5.07 Million Net Loss in Q1 ------------------------------------------------------------ Novabay Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss and comprehensive loss of $5.07 million on $1.71 million of net sales for the three months ended March 31, 2016, compared to a net loss and comprehensive loss of $4.64 million on $538,000 of net sales for the same period in 2015. As of March 31, 2016, Novabay had $4.93 million in total assets, $12.2 million in total liabilities, and a total stockholders' deficit of $7.29 million. As of March 31, 2016, the Company's cash and cash equivalents were $1.4 million, compared to $2.4 million as of Dec. 31, 2015. The Company has incurred cumulative net losses of $95.6 million since inception through March 31, 2016. Since inception, the Company has funded its operations primarily through the sales of its stock and warrants and funds received under its collaboration agreements. In February 2015, the Company closed a financing in which it raised a total of $2.8 fmillion, or approximately $2.6 million in net cash proceeds after deducting underwriting commissions and other offering costs of $0.2 million. Additionally, the Company increased its borrowings by $1.4 million as part of the Bridge Loan during the three months ended March 31, 2016. "Although we recently raised capital, our cash and our cash equivalents are not sufficient to fund our planned operations. To achieve this, we will continue with our historical financing strategy to raise additional capital in order to fund our operations and meet our ongoing obligations, with the goal of being cash flow positive by December 2016. There is no assurance that we will be able to raise capital, or if we are able to raise capital, that it will be on favorable terms. "Until we can generate sufficient product revenue, we expect to finance future cash flow needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. In addition, we are seeking to monetize non-core assets such as our UCBE program. In two Phase 2 clinical studies, our AIS demonstrated clinically meaningful and statistically significant results in preventing encrustation and incidence of clinical blockage in the in-dwelling catheters of chronically catheterized patients. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience dilution. In addition, debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or product candidates, or grant licenses on terms that are not favorable to us. We are currently seeking partners/purchasers who would pay an up-front fee for some of our "non-core assets," such as our urology and aesthetic dermatology programs." A full-text copy of the Form 10-Q is available for free at: https://is.gd/VM4USG 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. 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. NUALA BARTON: Flower Design Has $7.25MM Backup Bid for Property --------------------------------------------------------------- Nuala Barton is asking the U.S. Bankruptcy Court for the Central District of California for approval of a backup offer from Flower Design to Purchase the real property located at 2670 Bowmont Drive, Beverly Hills, California. According to a supplement to the sale motion, Ms. Barton and co-owner Mischa Barton have accepted a backup offer by Flower Design to buy the property for $7,250,000 on an "as is, where is" basis with no warranties or representations of any kind. The Debtor believes that approval of the backup offer is in the best interest of the estate as it will ensure the Bowmont Property is sold promptly at a reasonable price, in the case that there is a cancellation of the originally accepted offer. Attorneys for the Debtor: Eliza Ghanooni, Esq. Donna R. Dishbak, Esq. Carolyn M. Afari, Esq. GHANOONI LAW FIRM 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067 Tel: (213) 444-3328 Fax: (800) 584-1977 E-mail: eliza@ghanoonilaw.com Nuala Barton sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11380) on Feb. 3, 2016. OAKFABCO INC: Exclusivity Plan Filing Deadline Moved to Aug. 9 -------------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Oakfabco, Inc., the Debtor's exclusivity period to file a plan of reorganization through and including Aug. 9, 2016, and the exclusivity period to solicit acceptances of that plan through and including Oct. 4, 2016. The status conference currently scheduled on May 27, 2015, at 11:00 a.m., for a report on the status of the plan and disclosure statement is rescheduled for Aug. 18, 2016, at 11:00 a.m. As reported by the Troubled Company Reporter on May 13, 2016, approval of the insurance settlement agreements is a necessary prerequisite to filing the Debtor's plan of liquidation because the plan will be funded by the insurance settlement proceeds. On Dec. 1, 2015, the Court entered an Order which extended the Filing Exclusivity Period through May 20, 2016, and the Debtor's Solicitation Period through July 19, 2016. This Order also extended the Plan Deadline to May 20, 2016. According to the Debtor, those exclusivity periods and plan deadline did not allow it sufficient time to first obtain approval of the Insurance Settlement Agreements in light of the adjourned hearing date of June 28, 2016, and then formulate, negotiate, and file its plan of liquidation and disclosure statement. The Debtor anticipates requiring an additional six weeks following the approval of the Insurance Settlement Agreements to file its plan of liquidation. Assuming the Insurance Settlement Motions are granted in late June, the Debtor would need until August to file a plan and disclosure statement. About Oakfabco, Inc. Oakfabco, Inc, formerly known as Kewanee Boiler Corporation, has not manufactured boilers since 1988 when it sold its Kewanee boiler business in an 11 U.S.C. Section 363 sale to Coppus Engineering Corporation. In early 2009, it sold all of its remaining assets. The Debtor has no employees, and, Frederick W. Stein is the Debtor's sole officer and director. The Debtor's sole remaining asset is its insurance, and it has no known liabilities other than asbestos claims. In January 1970, Kewanee Boiler Corp, then a newly-formed Illinois Corporation, acquired the assets and debt of American Standard, Inc.'s commercial boiler manufacturing division known as "Kewanee Boiler." The boilers manufactured and sold by Kewanee Boiler were insulated with asbestos. Oakfabco sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-27062) on Aug. 7, 2015, to resolve its remaining asbestos claims. Reed Smith LLP serves as counsel to the Debtor. The Debtor estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 11, appointed four members to the Asbestos Claimants' Committee in the Chapter 11 bankruptcy case of Oakfabco Inc. The Asbestos Claimants' Committee is represented by Frances Gecker, Esq., Joseph D. Frank, Esq., and Micah R. Krohn, Esq., at Frankgecker LLP. OAKS OF PRAIRIE: Wants Aug. 4 Exclusive Plan Filing Deadline ------------------------------------------------------------ The Oaks of Prairie Point Condominium Association asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusivity periods to file a plan and solicit acceptances of that plan to and including Aug. 4, 2016, and Oct. 4, 2016, respectively. The Debtor holds the exclusive right to file a Plan through and including June 2, 2016, and holds the exclusive right to obtain acceptances of their Plan through and including Aug. 1, 2016. The Debtor says it has diligently pursued the administration of this Chapter 11 case with a view toward formulating a prompt exit strategy. However, given the pending sale of the recreation center, it is impossible for the Debtor to propose a Plan and implement a Chapter 11 exit strategy by the Exclusivity Period Deadlines. The Debtor's problems are principally due to amounts due to a loan relating to the fitness center as well as capital improvements that need to be made to The Oaks of Prairie Point Condominium, which is comprised of a numerous buildings, a recreation/fitness center and common areas and landscaping and is located at 1300 Cunat Court, Lake in the Hills, Illinois. The Debtor's lender asserts a senior position mortgage lien and claim against the Property which purportedly secures a senior mortgage indebtedness of approximately $1.575,000.00. In addition to its mortgage lien on the Property, the Lender asserts a security interest in and lien upon the assessments being generated at the Property. A key component of Debtor's Plan to reorganize is the sale of the recreation center building and grounds On April 13, 2016, the Court authorized the retention of Jack Minero of Berkshire Hathaway to serve as it's broker in regards to the sale of the recreation Center. As of May 5, 2016, the Broker advised the Debtor that he had received an e-mail from Laura Barron the Director of Parks and Recreation for the Village of Lake in the Hills stating that the Park District was still interested in making an offer to purchase the recreation center and was working on the finances. The Debtor believes it will receive an offer within the next 45-60 days which will assist Debtor in finalizing it's Plan. The Debtor has had preliminary discussions with the Lender regarding its thoughts concerning a plan but Debtor and Lender need to see the offer before any final terms or conditions concerning a Plan or Disclosure Statement can be made. The Oaks of Prairie Point Condominium Association is an Illinois corporation that owns and operates condominium buildings located in Lake in the Hills, Illinois, known as "The Oaks of Prairie Point Condominium". The Oaks of Prairie Point Condominium sought protection under Chapter 11 of the Bankruptcy Code on February 3, 2016 (Bankr. N.D. Ill., Case No. 16-80238). The Debtor is represented by Thomas W. Goedert, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, Illinois. The petition was signed by Donna Smith, property manager. OPTIMUMBANK HOLDINGS: Incurs $276,000 Net Loss in First Quarter --------------------------------------------------------------- OptimumBank Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $276,000 on $1.16 million of total interest income for the three months ended March 31, 2016, compared to a net loss of $182,000 on $1.06 million of total interest income for the same period in 2015. As of March 31, 2016, Optimumbank had $127 million in total assets, $124 million in total liabilities and $3.06 million in total stockholders' equity. The Company is in default with respect to its $5,155,000 Junior Subordinated Debenture due to its failure to make certain required interest payments under the Debenture. The Trustee of the Debenture or the holders of the Debenture are entitled to accelerate the payment of the $5,155,000 principal balance plus accrued and unpaid interest totaling $1,001,000 at March 31, 2016. No adjustments to the accompanying consolidated financial statements have been made as a result of this uncertainty. Management's plans with regard to this matter are as follows: A Director of the Company has offered to purchase the Debenture and this offer has been approved by certain equity owners of the Trust that holds the Debenture. The Director has also agreed to enter into a forbearance agreement with the Company with respect to payments due under the Debenture upon consummation of the Director's purchase of the Debenture. Although the Director tendered the purchase price for the Debenture in 2014, the Trustee has received conflicting direction and therefore on December 11, 2014, the Trustee commenced an Action for Interpleader in the United States District Court for the Southern District of New York. On August 31, 2015, the court held that the Trustee could not sell the Debenture to the Director because certain conditions and requirements set forth in the indenture for the Trust had not been fulfilled. The Director has continued his efforts to acquire the Debenture. Based upon the underlying Debenture documents, to date the Trustee has not accelerated the outstanding balance of the Debenture. The Company continues to pursue mechanisms for paying the accrued interest, such as raising additional capital." A full-text copy of the Form 10-Q is available for free at: https://is.gd/tQtG0I About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100 percent of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Effective April 16, 2010, the Bank consented to the issuance of a consent order by the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation. OptimumBank reported a net loss of $163,000 on $4.53 million of total interest income for the year ended Dec. 31, 2015, compared to net earnings of $1.60 million on $5.39 million of total interest income for the year ended Dec. 31, 2014. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company is in technical default with respect to its Junior Subordinated Debenture. The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises substantial doubt about the Company's ability to continue as a going concern. PACIFIC SUNWEAR: Auction of Assets Set for June 22 -------------------------------------------------- Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware approved the bidding procedures governing the sale of Pacific Sunwear of California, Inc., Miraloma Borrower Corporation and Pacific Sunwear Stores Corp.'s assets. Under the Bidding Procedures, any entity wanting to participate in the Auction must submit Bid on or before June 15, 2016, and if more than one Qualified Bids are received by the Bid Deadline, the Debtors will conduct an auction on the 22nd of June at 10:00 a.m. to determine the Winning Bidder. However, if there are no Qualified Bids, other than the Stalking Horse Bid, are received by the Bid Deadline, the Auction shall be cancelled while the Term Loan Lenders shall be deemed the Winning Bidders and the Debtors shall proceed to the Confirmation Hearing with respect to the Plan. It also provides that the Debtors are directed to send written notice of any changes to the date, time and place of the Auction no later than June 20 to the Qualified Bidders as well as to those creditors who had provided notice of their intention to attend the Auction. The U.S. Trustee objected to two sections at the end of the Bid Procedures that allow "the Debtors, with the consent of, or in consultation with, the DIP Agent, the Term Loan Agent and the Committee," to make wholesale changes to the bidding and auction procedures after such procedures are approved by this Court, without further Court order and without notice to any other parties in interest. The U.S. Trustee argued that there is no point in the Debtors serving notice of a motion specifying bid and auction procedures, setting a deadline for parties to object to those specified procedures, and asking the Court to approve those procedures, if, after such approval, the Debtors in consultation with certain other parties, can simply change any or all of those procedures, without Court approval, and without further notice to other parties in interests -- this could chill bidding -- specifically because Parties who submit bids based on the procedures approved by the Court presumably would want some certainty that such procedures could not be changed in ways that could disadvantage them, or favor one bidder over another. Comenity Bank (fka World Financial Network National Bank) reports to the Court that Comenity is a party to a private label credit card program agreement with Pacific Sunwear Stores Corp, one of the Debtors, which contains Comenity's confidential and proprietary information and/or other private information, including confidential pricing information, as well as confidentiality provisions restricting disclosure of such information to third parties. Although Comenity is not objecting to the substance of the Bidding Procedures Motion, however, Comenity requests that any bidding procedures approved by the Court incorporate following the protections to prevent a harmful disclosure of the Comenity Agreement: (a) The Debtors confirm that the Comenity Agreement has not yet been provided to any of the potential bidders. (b) The Debtors agree to notify Comenity of any request to review the Comenity Agreement so that Comenity can determine whether the requesting party is a competitor or is otherwise objectionable to Comenity. (c) If Comenity consents to the disclosure, then the requesting party shall execute a separate confidentiality agreement in favor of Comenity prior to the disclosure of the Comenity Agreement. Andrew R. Vara, the Acting U.S. Trustee for Region 3 is represented by: Juliet Sarkessian, Esq. Trial Attorney OFFICE OF THE UNITED STATES TRUSTEE J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Telephone: (302) 573-6491 Facsimile: (302) 573-6497 Email: Juliet.M.Sarkessian@usdoj.gov Comenity Bank is represented by: Frederick B. Rosner, Esq. THE ROSNER LAW GROUP LLC 824 N. Market Street, Suite 810 Wilmington, Delaware 19801 Telephone: (302) 777-1111 Email: rosner@teamrosner.com -- and -- Robert B. Berner, Esq. BAILEY CAVALIERI LLC 1250 Kettering Tower Dayton, OH 45423 Telephone: (937) 223-4701 Facsimile: (937) 223-0170 Email: Robert.Berner@baileycavalieri.com -- and -- Matthew T. Schaeffer, Esq. BAILEY CAVALIERI LLC 10 West Broad Street, Suite 2100 Columbus, OH 43215 Telephone: (614) 229-3252 Facsimile: (614) 221-0479 Email: Matthew.Schaeffer@baileycavalieri.com About Pacific Sunwear Founded in 1982 in Newport Beach, California as a surf shop, Pacific Sunwear of California, Inc. operates in the teen and young adult retail sector, selling men's and womens apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. At present, the Company has approximately 593 retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations. The Company has 2,000 full-time workers. Through its ecommerce business, the Company operates an e-commerce site at http://www.pacsun.com/ On April 7, 2016, Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The cases are jointly administered under Case No. 16-10882 and are pending before the Honorable Laurie Selber Silverstein. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; and Prime Clerk LLC as claims and noticing agent. PENINSULA HOSPITAL: Trustee Hires PKF O'Connor as Tax Accountants ----------------------------------------------------------------- Lori Lapin Jones, the Chapter 11 Trustee of Peninsula Hospital Hospital Center and Peninsula General Nursing Home Corp., dba Peninsula Center for Extended Care & Rehabilitation, asks for permission from the U.S. Bankruptcy Court for the Eastern District of New York to employ PFK O'Connor Davies, LLP as tax accountants to the Trustee. The Trustee requires the tax accountants to prepare tax returns for the Debtors' estates for the year ending December 31, 2015 and December 31, 2016. Specifically, the Firm will be preparing, reviewing and filing Form 990's and NYS Char 500's for each of the Debtor's estates. PFK O'Connor has agreed to a fixed fee of $4,500 per year, per the Debtor, plus reimbursement of its out-of-pocket or project-related direct expenses not to exceed $200. For clarity, the Firm will be paid $4,500 to prepare the Federal and State returns for PHC for 2015 and $4,500 to prepare the Federal and State returns for PNH for 2015. The same fees will apply for 2016. PFK O'Connor will also be reimbursed for reasonable out-of-pocket expenses incurred. Garrett M. Higgins, partner of PFK O'Connor, 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. PFK O'Connor can be reached at: Garrett M. Higgins PFK O'CONNOR DAVIES, LLP 500 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 421-5655 About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. On Sept. 19, 2011, PHC consented to entry of the order for relief under Chapter 11 of the Bankruptcy Code and, on that same day, Peninsula General Nursing Home, Inc. (d/b/a Peninsula Center for Extended Care and Rehabilitation), filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. On Sept. 21, 2011, the Court entered an order for relief under Chapter 11 of the Bankruptcy Code. The Debtors' cases are being jointly administered in accordance with an order of the Court. The Debtor disclosed $22.8 million in assets and $34.5 million in liabilities as of the Chapter 11 filing. Judge Elizabeth S. Stong presides over the cases. The Debtors employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. In April 2013, the bankruptcy court discharged Daniel T. McMurray from his duties and responsibilities as patient care ombudsman. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Mr. McCord's own firm, Certilman Balin, & Hyman, LLP, served as the Examiner's counsel. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was named Chapter 11 Trustee in March 2012, replacing Todd Miller, the Debtors' Chief Executive Officer. The Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP as her counsel. Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's special counsel in connection with her investigation of the Debtors. She obtained approval to employ Garfunkel Wild, P.C., as her special health care, regulatory, corporate, finance and litigation counsel; and Foy Advisors LLC as consultant. PENN VIRGINIA: Files for Bankruptcy to Cut $1.3 Billion in Debt --------------------------------------------------------------- Citing the precipitous decline in oil and natural gas prices, Penn Virginia Corporation and its subsidiaries filed Chapter 11 cases in the U.S. Bankruptcy Court for the Eastern District of Virginia with the goal of eliminating approximately $1.3 billion in funded-debt obligations and preferred equity interests. "This is an important step forward for Penn Virginia," said Edward B. Cloues, II, chairman and interim chief executive officer of Penn Virginia, in a press statement. "Once the restructuring is implemented, the Company will have substantially less debt and a much stronger balance sheet. We will be in a better position to navigate the current industry environment and leverage the value of our underlying assets and operational expertise. Importantly, the announcement today provides Penn Virginia with an expedited plan to emerge from this process with committed financing, a new money investment, and a clear path to future production and success." In a declaration filed with the Court, Seth Bullock, chief restructuring officer of Penn Virginia, said the Debtors' businesses have been under significant pressure from macroeconomic forces beyond their control. He noted that in line with the general market decline, the trading prices of Penn Virginia's common shares and the Notes have fallen to a fraction of their historical value. As disclosed in Court documents, the Debtors had approximately $1.2 billion in aggregate funded-debt obligations as of the Petition Date, which amount included (a) approximately $113 million outstanding under a senior secured reserve-based revolving credit facility and (b) $1,075 million in principal and approximately $47 million in unpaid interest outstanding under certain senior unsecured notes. The Debtors also have two series of preferred stock outstanding, with an aggregate stated liquidation preference of approximately $211 million. For the 12 months ended Dec. 31, 2015, the Debtors reported approximately $305 million of total revenue, down from approximately $637 million for the twelve months ended Dec. 31, 2014. According to Mr. Bullock, the Debtors commenced various cost-saving initiatives and other strategic restructuring efforts in late 2015 in response to deteriorating market conditions. The Debtors sold non-core assets, including (a) assets in East Texas for net proceeds of approximately $73 million in August 2015 and (b) non-core properties in the southwestern portion of the Eagle Ford for net proceeds of approximately $13 million in October 2015. The Debtors have also reduced employee headcount by approximately 40 percent from year-end 2014 levels -- to 96 employees -- through administrative and operations restructuring initiatives taken in May and October 2015, and February 2016. In addition, the Debtors have reduced drilling and suspended dividend payments with respect to the Class A Preferred Stock and Class B Preferred Stock beginning the quarter ended Sept. 30, 2015. Subject to Court approval, the Debtors have received a commitment for $25 million in debtor-in-possession financing from its reserve-based revolving credit facility lenders, which combined with the Debtors' cash reserves and cash from operations, is expected to provide liquidity throughout the Chapter 11 process. Additionally, the Debtors have obtained a commitment for up to $128 million in exit financing from its RBL lenders, led by Wells Fargo as agent, as well as a $50 million rights offering that is backstopped and supported by certain of the Debtors' senior unsecured noteholders. Restructuring Support Agreement On May 10, 2016, Penn Virginia Corporation and certain of its subsidiaries entered into a restructuring support agreement, by and among: (i) the Debtors; (ii) lenders holding approximately 100% of the principal amount of the approximately $112.6 million in loans outstanding under the Debtors' senior secured reserve-based revolving credit facility; and (iii) holders of approximately 86% of the principal amount of the Debtors' $1,075 million in outstanding senior unsecured notes. The Restructuring Support Agreement contains certain covenants on the part of the Debtors and the Restructuring Support Parties, including that the Restructuring Support Parties vote in favor of the Chapter 11 plan of reorganization contemplated by the Restructuring Support Agreement and otherwise use commercially reasonable efforts to support. The Restructuring Support Agreement further provides that the Restructuring Support Parties will have the right to terminate the Restructuring Support Agreement upon the occurrence of certain events, including the failure of the Debtors to achieve certain milestones. The Restructuring Support Agreement contemplates that, on the effective date of the Plan, the Debtors will (i) consummate a $50 million equity rights offering backstopped by the Consenting Noteholders in accordance with the terms of the Backstop Commitment Agreement, the material terms of which are described below, and (ii) enter into a new reserve-based revolving exit facility with an initial availability of up to $128 million funded by certain of the lenders under the RBL Facility. The RSA further contemplates that the Plan will provide for the following recoveries: * holders of claims arising under the DIP Facility will be paid in full, in cash on the Effective Date funded from cash on hand and proceeds from the Exit Facility and the Rights Offering; * holders of claims arising under the RBL Facility will be paid in full, in cash on the Effective Date funded from cash on hand and proceeds from the Exit Facility and the Rights Offering; * holders of claims arising under the Notes and holders of general unsecured claims, collectively, will each receive their pro rata share of an aggregate of 100% of the new common stock to be issued by the reorganized Company on the Effective Date, subject to dilution on account of the Debtors' management incentive plan, any fees payable in New Common Stock under the terms of the Backstop Commitment Agreement, and the New Common Stock issued in the Rights Offering; * holders of claims arising under the Notes will also be entitled to participate in the Rights Offering in accordance with the Backstop Commitment Agreement and Restructuring Support Agreement; and * all existing equity interests in the Company will be canceled, extinguished, and discharged. Backstop Commitment Agreement Also on May 10, the Debtors entered into a backstop commitment agreement pursuant to which the Backstop Parties, which are holders of Notes, will provide a $50 million commitment to backstop the proposed Rights Offering to be conducted in connection with the Plan. In accordance with the Plan, the Backstop Commitment Agreement, and the Company's proposed procedures for the conduct of the Rights Offering, the Company will offer eligible creditors, including the Backstop Parties, shares of New Common Stock of the reorganized Company upon emergence from Chapter 11 for an aggregate purchase price of $50 million. Pursuant to the Backstop Commitment Agreement, the Backstop Parties have agreed to purchase all shares of New Common Stock that are not duly subscribed for pursuant to the Rights Offering at a per share purchase price equal to $45,100,000 divided by the total number of shares of common stock of the Company outstanding as of emergence (without giving effect to the common stock issued or issuable under the rights offering or in respect of the Commitment Premium). Under the Backstop Commitment Agreement, the Debtors have agreed to pay the Backstop Parties, on the closing date of the transactions contemplated by the Backstop Commitment Agreement, a commitment premium equal to 6.0% of the Rights Offering Amount. If the transactions contemplated by the Backstop Commitment Agreement are consummated, the Commitment Premium will be payable in shares of common stock of the Company. The Company will also be required to pay, in cash, a termination fee equal to 4.0% of the Rights Offering Amount upon the occurrence of certain termination events as set forth in the Backstop Commitment Agreement. Pursuant to the Backstop Commitment Agreement, the Company will also be required to (A) reimburse the Backstop Parties (i) for reasonable and documented fees and expenses of counsel, consultants and a financial advisor, and any other advisors or consultants as may be reasonably determined by the Consenting Noteholders and the Backstop Parties, and (ii) for filing fees, if any, required by antitrust laws and reasonable and documented expenses in connection with the transactions contemplated by the Backstop Commitment Agreement and (B) indemnify the Backstop Parties under certain circumstances for losses arising out of the Backstop Commitment Agreement, the Plan and the transactions contemplated thereby. The Backstop Commitment Agreement and Rights Offering Procedures have been filed with, and are subject to the approval of, the Bankruptcy Court. The Backstop Parties' commitments to backstop the Rights Offering, and the other transactions contemplated by the Backstop Commitment Agreement, are conditioned upon the satisfaction of all conditions to the effectiveness of the Plan, and other applicable conditions precedent set forth in the Backstop Commitment Agreement. The issuances of common stock pursuant to the Rights Offering and the Backstop Commitment Agreement are conditioned upon, among other things, confirmation of the Plan by the Bankruptcy Court, and will be effective upon the Company's emergence from Chapter 11. Debtor-In-Possession Credit Agreement The transactions contemplated by the Restructuring Support Agreement also include a Debtor-In-Possession Credit Agreement entered into on May 11, 2016, among the Company, Penn Virginia Holding Corp. and its subsidiaries, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative and collateral agent. Pursuant to the terms of the Debtor-In-Possession Credit Agreement, the DIP Lenders will make available a credit facility consisting of term loans in an aggregate principal amount not to exceed $25 million, to mature on or about Oct. 11, 2016, as such maturity date may be extended pursuant to the terms of the Debtor-In-Possession Credit Agreement. Interest under the DIP Credit Facility will bear interest at the Company's election at rate of interest per annum equal to (a) a rate derived from the London Interbank Offered Rate, as adjusted for statutory reserve requirements for Eurocurrency liabilities ("Adjusted LIBOR") plus an applicable margin of 6.00% or (b) the greater of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% or (iii) the one-month Adjusted LIBOR rate plus 1.00% plus an applicable margin of 5.00%. Parent and the Filing Subsidiaries will guarantee the obligations under the DIP Credit Facility. The proceeds of the DIP Credit Facility will be used: (i) to pay certain costs, fees and expenses related to the Chapter 11 proceedings, (ii) to pay adequate protection payments and (iii) to fund the working capital needs, capital improvements and expenditures of the Debtors during the Chapter 11 proceedings. First Day Motions As part of their "first day" motions, the Debtors have asked the Court for authorization to generally continue its ongoing employee compensation and benefit programs without change or interruption. Additionally, the Debtors have filed a Plan of Reorganization and Disclosure Statement, which incorporate the terms of the restructuring agreement and other commitments made by the RBL Lenders and the supporting noteholders. The Company anticipates emerging from Chapter 11 by the end of the summer. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/4_PENN_Declaration.pdf About Penn Virginia Corporation Based in Radnor, Pennsylvania, Penn Virginia Corporation is an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in the Eagle Ford Shale in South Texas. Each of Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary peititon under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The petitions were signed by Seth R. Bullock as chief restructuring officer. The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak Rock LLP as local counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as restructuring advisor, KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice, claims and balloting agent. PJT Partners is acting as financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to the ad hoc committee of noteholders. Opportune LLP is acting as financial advisor and Bracewell LLP is acting as legal advisor to Wells Fargo (as agent) and the RBL lenders. Judge Keith L. Phillips has been assigned the cases. PICO HOLDINGS: Activist Bloggers Highlight Lavish Residence of CEO ------------------------------------------------------------------ By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $664 million in assets and $434 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. Referencing PICO's Q1 earnings release, the activist bloggers mock CEO John "The Juicer" Hart's claims of cost-cutting. The earnings release states: “Recent adjustments to our overhead should result in approximately $2.3 million in savings per annum.” According to the bloggers, "Mr. Hart fails to mention that half of the $2.3 million in 'savings' comes from the reduction of his ludicrously high compensation. During 2015, while PICO shares went from $19 to $9, Mr. Hart received a base salary of around $2.2 million. For 2016, Mr. Hart will be paid a still-exorbitant $1 million base salary. And therein lies over half of Mr. Hart's 'savings.'” Next, the irreverent bloggers take to publication of certain of Mr. Hart's personal information. "From publicly-available documents, we have learned that Mr. Hart lives in the most exclusive and prestigious enclave of San Diego: the Bird Rock area of La Jolla. Specifically, Mr. Hart lives at: 6101 Camino De La Costa La Jolla, California, 92037 Mr. Hart's personal phone number is: (619) 405-1400 (Hey, if Donald Trump can do it to Lindsey Graham, why can't we do it?). Send him a Christmas card. Don't mention the half a billion dollars in shareholder value he has destroyed – it might hurt his feelings during the Holidays." Playing civic vigilante, the activist bloggers suspect that Mr. Hart is under-paying his property taxes. They note that property taxes in California are 1% of appraised value, and that Mr. Hart's residence has been informally appraised at over $5 million, while his property taxes amount to less than $18,000. Carrying the parody a step farther, the activist bloggers audaciously suggest that PICO should hold its 2016 Annual Meeting at Mr. Hart's house. "Over the last 5 years, Mr. Hart has destroyed over half a billion dollars in shareholder value for PICO investors. We know he feels bad about this. Lately, Mr. Hart has advocated for open communication, reduced corporate expenses and greater shareholder transparency. In furtherance of these noble objectives, RPN proposes that we hold the PICO 2016 Annual Meeting at the Hart Taj Mahal. It would be perfect! PICO shareholders could see and enjoy what their funds have purchased. We could fraternize with Mr. Hart, as he shares with us what he has so freely taken. It would save PICO a lot of money – which is Mr. Hart's stated goal. And Mr. Hart could give back a little to those whom have suffered so greatly by his hand. We can see it now! San Diego summer sunshine! Costco steaks! Coronas by the pool! Julian apple pie for dessert! Limbo with PICO declining stock price as the bar! Quorum and proxy voting at sunset on Mr. Hart's roof deck! For the first time, we lament the departure of Kristina Leslie – we bet she has it goin' on in a two-piece! PICO Annual Meeting at John Hart's! Bring your swim trunks!" PINZIMINIO TRATTORIA: Taps Cowan DiGiacomo as Accountant -------------------------------------------------------- Pinziminio Trattoria of LBI, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey for authorization to employ Cowan DiGiacomo & Associates to serve as the Debtor's accountant to prepare tax returns for the Debtor, prepare monthly operating reports, and prepare balance sheets and related financial statements. Cowan DiGiacomo will: a. prepare tax returns for the Debtor; b. prepare operating reports; c. prepare cash flow projections, balance sheets and profit/loss statements; d. provide other accounting services requested by the Debtor during the pendency of the case; and e. other related services. Cowan DiGiacomo will be paid these hourly rates: Paraprofessionals $60 Christopher DiGiamcomo -- tax evaluation and analysis $180 -- preparation of tax returns $250 and financial statements Christopher GiGiacomo, a member of Cowan DiGiacomo, assures the Court that the firm, its members, shareholders, partners, associates, officers and employees do not hold nor represent an adverse interest to the estate, are disinterested. Headquartered in Brighton Beach, New Jersey, Pinziminio Trattoria of LBI, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 16-15701) on March 25, 2016. Judge Kathryn C. Ferguson presides over the case. The Debtor's bankruptcy counsel can be reached at: Carol Ann Slocum, Esq., Christopher J. Leavell, Esq., KLEHR HARRISON HARVEY BRANZBURG, LLP (A Pennsylvania Limited Liability Partnership) 457 Haddonfield Road, Suite 510 Cherry Hill, NJ 08002 Tel: (856) 486-7900 Fax: (856) 486-4875 PLAY AND LEARN OF MALTA: To Gives Up Day Care Center for $15,000 ---------------------------------------------------------------- Mechanicville, New York-based day care center Play and Learn of Malta, LLC, on May 11, 2016, filed a motion asking the U.S. Bankruptcy Court for the Northern District of New York for approval to sell its physical assets to North Country Academy of Malta, subject to higher and better offers. The Debtor's principal has been recently diagnosed with a cancerous condition and is currently undergoing medical treatment for that condition. The Debtor's lease expires on May 31, 2016. The Debtor's principal is neither in a physical nor mental condition to continue to operate Debtor's business on a day to day basis beyond the end of the lease. The Debtor's principal desires at this time to facilitate a smooth transition of its day care customers to another seasoned operator so that the families in need of day care that have placed their children with Debtor will continue to have day care coverage beyond May 31, 2016. Some of the assets of this estate consist of various items of furniture, equipment and furnishings ("Physical Assets"), which are located at the Debtor's business premises at 2381 Route 7, Mechanicville, New York 12118. The Debtor believes it is in the best interest of the estate to sell the Physical Assets to an entity that will operate the day care facility at the Debtor's current location. Early Childhood Business Associates, LLC d/b/a North Country Academy of Malta ("North Country Academy") is applying for a license to operate a day care center at Debtor's location and is also negotiating a lease of the Debtor's premises with the owner of the building. North Country Academy has made the attached purchase offer of $15,000 which is $5,000 higher than the scheduled value of $10,000 for the Physical Assets. The sale of the Physical Assets should be free and clear of any liens, claims and encumbrances including but not limited to any liens, claims and encumbrances held by Pioneer Savings Bank and/or the owner of the building where the Physical Assets are located. The lien and security interest of Pioneer Savings Bank will attach to the sale proceeds. The Debtor believes that it is in the best interest of this estate and the Debtor's customers that the Physical Assets should be sold to North Country Academy subject to higher and better offers. In the event the estate should receive a higher and better offer for the Physical Assets acceptable to the Court, the Debtor requests that as a condition to such sale that the buyer thereof remove such Physical Assets on the May 28, 2016 so as not to interfere with ongoing day care coverage that will be undertaken by North Country Academy. Because of the physical condition of the Debtor's principal and her inability to continue to operate the Debtor's business, the Debtor consents to the termination of the Chapter 11 proceeding effective as of 12:01 a.m. on June 1, 2016. The Debtor's attorney: Stephen J. Waite, Esq. WAITE & ASSOCIATES, P.C. 199 New Scotland Avenue Albany, New York, 12208 Tel: 518.463.4257 About Play and Learn On Sept. 16, 2015, Play and Learn of Malta, LLC, filed a petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D.N.Y. Case No. 15-11886) on Sept. 16, 2015. The Debtor is represented by Stephen J. Waite, Esq., at Waite & Associates PC. * * * By order to show cause dated April 5, 2016, the Court ordered the Debtor to appear and show cause why this case should not be converted or dismissed for failure to file a plan of reorganization. The order to show cause has been adjourned and is now returnable June 8, 2016. POSTROCK ENERGY: Ch 11 Trustee Hires Baker Tilly as Advisor ----------------------------------------------------------- Stephen J. Moriarty, the Chapter 11 Trustee of PostRock Energy Corporation, et al., seeks authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Baker Tilly Virchow Krause, LLP as financial advisor and accountant to the Trustee, nunc pro tunc to April 11, 2016. The Trustee requires Baker Tilly to: (a) assist in negotiations with secured lender or third parties regarding the use of cash collateral; (b) assist in analyzing the profitability of the Debtors and assessing bid for the sale of its assets; (c) assist the preparation of weekly cash flow projections; (d) assist in monitoring daily cash management and reporting upon the Debtors' weekly operating results, availability, and any variances from the Debtors' budget; (e) assist with the preparation of Trustee's Monthly Operating Reports; (f) assist with the preparation of the Debtors Statements of Financial Affairs and Schedules of Assets and Liabilities; (g) assist in analyzing claims and upon request, with communications with creditors with respect to issues arising from the claims process; (h) assist with preparation of a plan of reorganization or plan of liquidation; (i) assist with preparation of any financial or other information that may be requested by parties in interest and/or the Bankruptcy Court; (j) provide expert testimony, if requested; and (k) perform such other services as may be requested by the Trustee. The current normal and customary hourly rates for the financial advisory and consulting services to be rendered by the Baker Tilly group are as follows: Technical Directors, Principals, and Partners $535-$950 Senior Managers and Directors $400-$895 Managers $300-$600 Senior Consultants $225-$450 Staff Consultants $175-$295 Paraprofessionals $135-$210 Baker Tilly will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael E. Deeba, partner of Baker Tilly, 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. Baker Tilly can be reached at: Michael E. Deeba BAKER TILLY VIRCHOW KRAUSE, LLP 205 North Michigan Avenue Chicago, IL 60601-5927 Tel: (312) 228-7238 E-mail: michael.deeba@bakertilly.com About PostRock Energy Corporation Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. The Debtors' primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. The Debtors have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. POSTROCK ENERGY: Creditors' Panel Taps Hall Estill as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of PostRock Energy Corp. seeks authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to retain Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel for the Committee, retroactive to April 27, 2016. The Committee requires Hall Estill to: (a) advise the Committee on its rights, obligations, and powers in this case as required by Section 1103 of the Bankruptcy Code; (b) appear before this Court and others on the Committee's behalf on all matters involving the Debtors or these cases; (c) assist the Committee and lead counsel in investigating and analyzing the acts, liabilities, and financial condition of the Debtors, the Debtors' assets and business operations, including disposition of those assets, and any other matters relevant to this case and the interests of unsecured creditors; (d) assist the Committee and lead counsel in examining claims filed against the Debtors to determine whether any asserted claims are objectionable or otherwise improper; and (e) perform all other legal services necessary for and requested by the Committee and lead counsel in connection with these cases and the Committee's duties therein. Hall Estill will be paid at these hourly rates: Larry G. Ball $365 Jennifer Castillo $250 Shareholders $230-$375 Associates $170-$250 Paralegals $105-$150 Hall Estill will also be reimbursed for reasonable out-of-pocket expenses incurred. Larry G. Ball of Hall Estill 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. Hall Estill can be reached at: Larry G. Ball, Esq. Jennifer Castillo, Esq. HALL, ESTILL, HARDWICK, GABLE, GOLDEN & NELSON, P.C. 100 North Broadway, Suite 2900 Oklahoma City, OK 73102-8865 Tel: (405) 553-2828 Fax: (405) 553-2855 E-mail: lball@hallestill.com jcastillo@hallestill.com About PostRock Energy Corporation Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. The Debtors' primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. The Debtors have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. POSTROCK ENERGY: Panel Hires Lowenstein Sandler as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of PostRock Energy Corp. seeks authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to retain Lowenstein Sandler LLP as counsel for the Committee, effective April 27, 2016. The Committee requires Lowenstein Sandler to: (a) provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under section 1102 of the Bankruptcy Code; (b) assist the Committee in negotiating favorable terms for unsecured creditors with respect to any proposed asset purchase agreements for the sale of any of the Debtors' assets; (c) provide legal advice as necessary with respect to any disclosure statement or plan filed in the Chapter 11 cases, and with respect to the process of approving or disapproving any such disclosures statement or confirming any such plan, as appropriate; (d) prepare on behalf of the Committee, as necessary, applications, motions, complaints, answers, orders, agreements, memoranda of law, and other legal papers, including, without limitation, the preparation and defense of retention and fee applications for the Committee's professionals and proposed professionals, including # Lowenstein Sandler; (e) appear in Court to present necessary motions, applications, and pleadings, and otherwise protect the interest of those unsecured creditors who are represented by the Committee; (f) review the Debtors' schedules and statements; (g) advise the Committee as to the implications of the Debtors' activities and motions before this Court; (h) provide the Committee with legal advice in relation to the Chapter 11 cases generally; and (i) perform such other legal services as may be required and that are in the best interests of the Committee, the estates, and creditors. Lowenstein Sandler will be paid at these hourly rates: Partners $550-$1,100 Sr. Counsel and Counsel $390-$695 Associates $285-$595 Paralegals and Assistants $110-$290 The hourly rates of the attorneys that will be primarily responsible for Lowenstein's representation of the Committee in these cases range from $385 to $635. Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. Wojciech F. Jung, partner of Lowenstein Sandler, 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. Lowenstein Sandler can be reached at: Wojciech F. Jung, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2465 E-mail: WJung@lowenstein.com About PostRock Energy Corporation Headquartered in Oklahoma City, Oklahoma, PostRock Energy Corporation, PostRock Energy Services Corporation, PostRock MidContinent Production LLC, PostRock Eastern Production, LLC, PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the acquisition, exploration, development, production and gathering of crude oil and natural gas. The Debtors' primary production activity is focused in the Cherokee Basin, a 15-county region in southeastern Kansas and northeastern Oklahoma. The Debtors have approximately 129 employees. PostRock Energy, et al., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark Edwards signed the petitions as president. The Debtors estimated assets in the range of $10 million to $50 million and debt of up to $100 million. Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah A. Hall is assigned to the cases. Stephen J. Moriarty has been appointed as Chapter 11 Trustee of PostRock Energy. The Official Committee of Unsecured Creditors of PostRock Energy Corp. has retained Lowenstein Sandler LLP as counsel, and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local counsel. PRINCIPLES OF FAITH: Seeks to Sell Property to Loveland Church -------------------------------------------------------------- Principles of Faith Christian Center, Inc., on May 11, 2016, filed a motion asking the U.S. Bankruptcy Court for the Central District of California, Riverside Division, for approval to enter into a sales contract with a new buyer of its real property located at 17977 Merrill Avenue, Fontana, California. The Debtor also asks the Court to vacate the Court's prior order authorizing the sale of the Property. On Feb. 10, 2016, Darnell Bailey and Cinthea Bailey (the "Prior Approved Buyers") and the Debtor entered into a written Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) (the "Prior Purchase Agreement") whereby the Prior Approved Buyers agreed to purchase the Property from the Debtor. On March 30, 2016, the Court entered its Sale Order approving the sale of the Property to the Prior Approved Buyers subject to the terms of the Prior Purchase Agreement. It has been nearly six weeks since the Sale Order has been entered, and the Prior Approved Buyers have yet to open escrow to consummate the sale of the Property. The Debtor has located a new buyer, Loveland Church, who is interested in purchasing the Property. While Loveland is willing to pay $2,975,000 for the Property, which is $25,000 more than the offer from the Prior Approved Buyers, they are able to close the sale of the Property within one business day following the entry of the requested order vacating the prior Sale Order and approving the sale of the Property to Loveland. For these reasons, the Debtor respectfully requests that the Court vacate the prior Sale Order or determine that the Prior Purchase Agreement has been terminated and permit the Debtor to sell the Property to Loveland. No liabilities will be assumed by Loveland. All liabilities against the Property will be paid in full by the $2,975,000 sale proceeds. Loveland will be assuming the lease for the charter school that has leased a portion of the church facilities located at the Property. The total encumbrance against this property according to the preliminary title report, the proof of claims filed in this case, as well the California Bank & Trust's Motion for Relief is roughly $2,347,181. The Debtor also seeks approval for the payment of real estate brokerage commissions from escrow upon closing. Subject to Court approval, the Debtor has agreed to pay a total commission of 4 percent of the $2,975,000 sales price. If the proposed $2,975,000 sale is approved without overbids, the total commission will equal $119,000.00, which will be paid from the sale proceeds. The commission will be paid to the Debtor's Agent from escrow upon closing which sum will be split between the Agent and Loveland's broker, subject to the terms and conditions set forth in the Court's order approving employment of the Agent. The Debtor does not believe that overbids are necessary for the sale of Property. The purchase price offered by Loveland greatly exceeds the amount of secured, unsecured and administrative claims and will provide a sizeable dividend to the Debtor. Moreover, the sale process has been unnecessarily delayed due to the Prior Approved Buyers' failure to open escrow. However, if the Court wishes to have an overbid sale process, the Debtor requests that Loveland be treated as the stalking horse bidder and that any overbids must conform to the terms of Loveland's offer including the timing for closing the transaction. The Debtor further requests that the initial overbid be set at $25,000 and all subsequent overbids be set at $5,000. About Principles of Faith Christian Center Principles of Faith Christian Center, Inc., is a church with its principal place of worship located at 17977 Merrill Avenue, Fontana, California. Principles of Faith sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-10006) on Jan. 2, 2015. The case judge is Hon. Scott H. Yun. The Debtor disclosed $3.11 million in assets and $2.12 million in liabilities. The Debtor's attorneys: Christopher J. Langley Steven P. Chang LAW OFFICES OF LANGLEY & CHANG 4158 14th St. Riverside, CA 92501 Tel: 714-515-5656/ 951-383-3388 Fax: 877-483-4434 E-mail: chris@langleylegal.com schang@spclawoffice.com RAILYARD COMPANY: Cause Exists to Appoint Ch. 11 Trustee -------------------------------------------------------- In the case captioned In re: RAILYARD COMPANY, LLC a New Mexico Limited Liability Company Debtor, Case No. 15-12386-j11 (Bankr. D.N.M.), Judge Robert H. Jacobvitz of the United States Bankruptcy Court for the District of New Mexico granted Thorofare Asset Based Lending Fund III, L.P.'s Motion to Appoint Chapter 11 Trustee, or in the Alternative to Require Debtor to Employ a Property Manager insofar as it requests appointment of a trustee, and ordered that a trustee be appointed. Judge Jacobvitz found and concluded that cause exists to appoint a Chapter 11 trustee under 11 U.S.C. Section 1104(a)(1). A full-text copy of Judge Jacobvitz's March 30, 2016 memorandum opinion is available at http://is.gd/r7kfSifrom Leagle.com. Railyard Company, LLC A New Mexico Limited Liability Company, is represented by: William F. Davis, Esq. Nephi D. Hardman, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy Rd. NE Suite A Albuquerque NM 87109 Tel: (505)243-6129 Fax: (505)247-3185 City of Santa Fe, Creditor's Attorney, is represented by: Theresa Elisabeth Gheen, Esq. CITY OF SANTA FE, CITY ATTORNEY'S OFFICE 200 Lincoln Avenue Santa Fe, NM 87501 Tel: (505)955-6949 Email: tegheen@santafenm.gov United States Trustee, U.S. Trustee, is represented by: Alice Nystel Page, Esq. OFFICE OF THE U.S. TRUSTEE About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. REVSTONE INDUSTRIES: District Court Affirms Plan Confirmation Order ------------------------------------------------------------------- In the appeals case styled ASCALON ENTERPRISES LLC, Appellant, v. REVSTONE INDUSTRIES, LLC, Appellee, Civ. No. 15-347-SLR (D. Del.), Judge Sue L. Robinson of the United States District Court for the District of Delaware denied the appeal taken by Ascalon Enterprises LLC, and affirmed the order confirming the debtors' joint chapter 11 plan of reorganization. A full-text copy of Judge Robinson's March 30, 2016 memorandum order is available at http://is.gd/NfNZ3Sfrom Leagle.com. The bankruptcy case is IN RE: REVSTONE INDUSTRIES, LLC, et al., Reorganized Debtors, Bank. No. 12-13262 (BLS) (Bankr. D. Del.). Ascalon Enterprises LLC is represented by: Evan Olin Williford, Esq. Andrew James Huber, Esq. THE WILLIFORD FIRM LLC 901 North Market Street, Suite 800 Wilminton, DE 19801 Tel: (302)564-5924 Email: evanwilliford@thewillifordfirm.com ajhuber@thewillifordfirm.com Revstone Industries LLC is represented by: Laura Davis Jones, Esq. Colin R. Robinson, Esq. PACHULSKI, STANG, ZIEHL & JONES, LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302)652-4100 Fax: (302)652-4400 Email: ljones@pszjlaw.com crobinson@pszjlaw.com About Revstone Industries Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debt. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July 22, 2013, to sell the bulk of its assets to industry rival Dayco for $25 million. Following the sale, Metavation changed its name to TPOP LLC. Metavation tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. * * * Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the Bankruptcy Court a joint Chapter 11 plan and disclosure statement, which incorporate the Bankruptcy Court-approved settlement between the Debtors and each of their respective debtor and non-debtor subsidiaries, except TPOP LLC fka Metavation, the Pension Benefit Guaranty Corporation, the Official Committee of Unsecured Creditors, and Boston Finance Group, LLC, and a separate intercompany settlement among Revstone and Spara and each of their respective debtor and non-debtor subsidiaries. Under the Plan, Revstone's unsecured creditors with claims ranging from $24.5 million to $41.5 million, the projected recovery is 7.2% to 12.2%. For unsecured creditors of affiliate Spara LLC, the predicted recovery is about 4.2% to creditors with some $13 million in claims, while unsecured creditors of Greenwood Forgings LLC and US Tool & Engineering LLC don't get anything. The PBGC is projected for recovery of $77 million, although not less than $75 million, after giving credit to money earmarked for unsecured creditors. Judge Shannon on Jan. 15, 2015, approved the disclosure statement explaining the Chapter 11 Plan. Judge Shannon on March 23, 2015, confirmed the Joint Chapter 11 Plan of Reorganization of Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool & Engineering, LLC, and the Chapter 11 plan of liquidation of TPOP, LLC, f/k/a Metavation, LLC. RIALTO HOLDINGS: Moody's Affirms B1 Corp. Family Rating ------------------------------------------------------- Moody's Investors Service affirmed the corporate family ratings and upgraded the senior debt ratings of three US-based commercial real estate lending companies, following a re-assessment of the notching of the companies' debt under Moody's Finance Companies Rating Methodology. The affected ratings include: -- Jefferies LoanCore LLC (JLC): Corporate family rating affirmed at B1, backed senior unsecured rating upgraded to B1 from B2, with a stable outlook. -- Rialto Holdings, LLC (Rialto): Corporate family rating affirmed at B1, senior unsecured rating upgraded to B1 from B2, with a stable outlook. -- Starwood Property Trust, Inc. (SPT): Corporate family rating affirmed at Ba3, senior secured bank credit facility rating upgraded to Ba2 from Ba3, with a stable outlook. RATINGS RATIONALE Moody's upgraded the JLC, Rialto and SPT senior debt ratings to reflect each debt's size relative to other components in the respective company's debt capital structure that are included in the notching analysis, as well as each debt's priority of claim and strength of asset coverage. Moody's finance company instrument ratings use a notching framework that is based on expected differences in loss-given-default. Moody's reassessed the notching of the affected debts after electing to exclude repurchase facilities from total debt funding for purposes of the notching analysis for commercial real estate lenders. Because repurchase facilities are exempt from bankruptcy stay under the US Bankruptcy Code, they would most likely be repaid with limited loss in the event of default; Moody's expects that they would therefore have little effect on the losses incurred by other recourse debt. Moody's affirmed the corporate family ratings of JLC, Rialto and SPT based on their respective credit attributes, summarized below: JLC's B1 ratings are based on the sponsorship and funding support by the Jefferies Group and the real estate investment arm of the Government of Singapore Investment Corporation (GIC). The firm has modest positioning in the commercial real estate lending arena, having only a brief operating history dating to 2011. The firm's earnings performance is potentially volatile, relying upon securitization gains. The firm's leverage, while low, has increased and it is highly reliant on wholesale funding, which encumbers earning assets. JLC's ratings could be upgraded if the company continues to demonstrate consistent and strong profitability without substantially increasing its leverage, diversifies its business mix so as to reduce reliance on securitization gains, and maintains high asset quality over a sustained period of time. The ratings could be downgraded if JLC experiences deterioration in profitability as a result of continued competitive pressures and/or weakening of its asset quality, which would lead to erosion of its permanent equity. Negative pressure could also emerge if the company experiences difficulty distributing its collateral, its liquidity cushion gets reduced, its exposure to market-based margin calls increases due to a change in terms of its credit facility agreements, or if it loses its affiliation with Jefferies or GIC. Rialto's B1 ratings reflects the firm's investment strategy focused on distressed assets, which represent inherently riskier types of investments, as well as the company's continued diversification of its franchise from balance-sheet intensive direct investments towards the asset and investment management and the mortgage originations businesses. The rating also reflects "key man" risk in the CEO position, as well as the lack of an independent board. Rialto's ratings could be upgraded if it improves profitability while continuing to expand the investment management and mortgage origination businesses and maintains moderate leverage. A reduction in the firm's profitability, substantial rise in leverage, or any liquidity challenges could result in a ratings downgrade. Departures of key personnel could also result in a downgrade. SPT's Ba3 corporate family rating reflects its strong franchise in commercial mortgage lending, investment management, CMBS special servicing, and property investment, as well as the firm's disciplined approach to credit risk management. Starwood's strong capital adequacy and profitability, adjusting for consolidated variable interest entities (VIE), strengthen the firm's credit profile. The firm's reliance on capital markets access to fund new business is a credit weakness. Starwood is externally managed by SPT Management, LLC, and is an affiliate of the privately owned Starwood Capital Group (SCG). This arrangement provides the REIT with an experienced management team; however, the external manager has related business interests. SPT's ratings could be upgraded if the company continues to strengthen its liquidity by extending its debt maturity profile and diversifying its funding sources away from wholesale secured debt, while maintaining strong, stable profitability and low leverage. Ratings could be downgraded if SPT encounters material liquidity challenges, its leverage materially increases, or its profitability significantly weakens. Jefferies LoanCore LLC is a commercial real estate finance company headquartered in Greenwich, CT. Rialto Holdings, LLC, a wholly-owned subsidiary of Lennar Corporation, is a commercial real estate lender and investor based in Miami, FL. Starwood Property Trust, Inc. [NYSE: STWD] is a REIT engaged in commercial real estate lending and investing headquartered in Greenwich, Connecticut, The principal methodology used in these ratings was Finance Companies published in October 2015. ROBERT SEARS: Court Grants Bid to Appoint Ch. 11 Trustee -------------------------------------------------------- Judge Thomas L. Saladino of the United States Bankruptcy Court for the District of Nebraska granted the motion to appoint a Chapter 11 trustee and a joinder motion filed by the United States Trustee. The case is IN THE MATTER OF: ROBERT A. SEARS, Chapter 11, Debtor, Case No. BK10-40275 (Bankr. D. Neb.). A full-text copy of Judge Saladino's March 23, 2016 order is available at http://is.gd/9ymc4cfrom Leagle.com. Robert A Sears is represented by: Jerrold L. Strasheim, Esq. STRASHEIM LAW FIRM 3610 Dodge St #212 Omaha, NE 68131 Patricia Fahey, U.S. Trustee, is represented by: Jerry L. Jensen, Esq. U.S. TRUSTEE 111 South 18th Plaza Suite 1148 Omaha, NE 68102 Tel: (402) 221-4300 Fax: (402) 221-4383 ROZEL JEWELER'S: 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 Rozel Jeweler's, Inc. Rozel Jeweler's, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10291) on March 31, 2016. The Debtor is represented by Daniel P. Foster, Esq., at Foster Law Offices. SANAH INVESTMENT: Hires Stanley D. Bowman as Bankr. Counsel ----------------------------------------------------------- Sanah Investment Group, Inc., asks for permission from the U.S. Bankruptcy Court for the Central District of California to employ the law firm of Stanley D. Bowman, Esq., as general bankruptcy counsel, as of April 15, 2016, the date of filing of the petition. Mr. Bowman will: a. advise and assist in the compliance with the requirements of the U.S. Trustee; b. advise on matters of the bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advise on cash collateral matters with respect to the Debtor's real properties; d. conduct examinations of witnesses, claimants or adverse parties to prepare and assist in the preparation of reports, accounts and pleadings; e. advise on the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation, and implementation of Chapter 11 plan; and g. make appearances in the Bankruptcy Court on behalf of the Debtor, and to make other action and to perform other services as the Debtors may require. Mr. Bowman will bill his time in this case at $350 per hour. The Debtor agrees to reimburse the attorney for all necessary expenses incurred by the attorney in the performance of services: (a) $300 per hour for the time spent in court; (b) $300 per hour for the time spent by the attorney; and (c) $100 per hour for paralegal time spent by paralegals employed by the attorney. The Debtor assures the Court that the Firm has not in the past represented and at this time has no plans to represent any related debtor, principles or insiders. To the best of Mr. Bowman's knowledge, he has no relationship or connection with the Debtor, their creditors or other parties in interest or his respective attorneys or accountants. Mr. Bowman does not hold any interest in nor is he materially adverse to the Debtor and thus constitutes a disinterested person as contemplated by 11 U.S.C. Section 327 and defined in Section 101(14) of the Bankruptcy Code. Mr. Bowman is not a creditor of the estate and is not owed any funds by the Debtors. Mr. Bowman can be reached at: Stanley D. Bowman, Esq. Allegiance Law Offices, A. P.C. 700 N. Pacific Coast Highway, Suite 202A Redondo Beach, California 90277 Tel: (310) 937-4529 Fax: (310) 937-4440 E-mail: sb@stanleybowman.com Sanah Investment Group, Inc., is based in Redondo Beach, California. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-14734) on April 12, 2016. SANDRIDGE ENERGY: Needs More Time to File Form 10-Q --------------------------------------------------- The quarterly report on Form 10-Q of SandRidge Energy, Inc., for the quarter ended March 31, 2016, could not be filed with the Securities and Exchange Commission within the prescribed time period without unreasonable effort or expense, because the Company needs additional time to complete its financial statements and related disclosures, according to a regulatory filing with the Securities and Exchange Commission. The Company has been engaged in discussions with certain holders of the Company's outstanding indebtedness, including its senior credit facility lenders and ad hoc groups of its second lien and unsecured noteholders, regarding a temporary waiver with respect to certain actual and potential defaults under the Company’s amended senior credit agreement and a potential comprehensive restructuring transaction. The process of negotiating with the Company's stakeholders and preparing for an expected restructuring transaction has diverted significant management time and internal resources from the Company's normal processes for reviewing and completing its financial statements and related disclosures. Additionally, the complexities involved with drafting a complete and accurate set of financial statements and related disclosures in light of the anticipated restructuring transaction has significantly increased the time required to prepare and finalize the Company's Form 10-Q beyond the time required during a normal review cycle. About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy reported a net loss of $4.32 billion in 2015 following net income of $351.89 million in 2014. As of Dec. 31, 2015, SandRidge had $2.99 billion in total assets, $4.17 billion in total liabilities and a total stockholders' deficit of $1.18 billion. * * * The Troubled Company Reporter, on March 22, 2016, reported that Standard & Poor's Ratings Services raised its corporate credit rating on oil and gas exploration and production company SandRidge Energy Inc. to 'CCC-' from 'D'. The outlook is negative. SEARS HOLDINGS: Stockholders Elect 10 Directors ----------------------------------------------- Sears Holdings Corporation held its annual meeting of stockholders at the Company's offices in Hoffman Estates, Illinois, on May 11, 2016, at which the stockholders: (a) elected Cesar L. Alvarez, Bruce R. Berkowitz, Paul G. DePodesta, Alesia J. Haas, Kunal S. Kamlani, William C. Kunkler, III, Edward S. Lampert, Steven T. Mnuchin, Ann N. Reese and Thomas J. Tisch as directors for a one-year term expiring at the 2017 annual meeting of stockholders and until their successors are elected and qualified; (b) approved, by an advisory vote, the compensation of the Company's named executive officers as described in the Company's proxy statement; (c) ratified the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2016. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of Jan. 30, 2016, Sears Holdings had $11.33 billion in total assets, $13.29 billion in total liabilities and a total deficit of $1.95 billion. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SHORE PKWY II: Wants 90-Day Exclusive Plan Filing Extension ----------------------------------------------------------- Shore PKWY II Realty Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York to extend the Debtor's exclusive periods to file a Chapter 11 plan and to solicit acceptances of that plan by 90 days. The Debtor's initial 120-day period of exclusivity in which to file a Chapter 11 plan is set to expire on May 13, 2016, and the Debtors' additional 60-day period to solicit acceptances of that plan is set to expire on July 11, 2016. A hearing on the extensions is set for June 8, 2016, at 2:30 p.m., prevailing Eastern Time. The Debtor says that while its case may not be a particularly large one, the issues facing the Debtor require a lot of time and attention to resolve. In that regard, the Debtor has been making a good faith effort to resolve those issues, most notably with the mortgagee. The Debtor is current on all of its filing, has established a bar date and is vigorously prosecuting its Chapter 11 case. The Debtor says it needs more time to continue resolving its issues with its lender. The Debtor believes that it has worked diligently over the past three months to foster negotiations in order to work out the remaining issues with the mortgagee. Shore PKWY II Realty Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-40147) on Jan. 13, 2016. The Debtor is represented by Vogel Bach & Horn, P.C., which can be reached at: VOGEL BACH & HORN, LLP Eric H. Horn, Esq. Heike M. Vogel, Esq. 1441 Broadway, Suite 5031 New York, New York 10018 Tel. (212) 242-8350 Fax (646) 607-2075 No official committee has been appointed in the Chapter 11 Case by the U.S. Trustee for the Eastern District of New York. SIMPLY GOURMET: Hires LeClairRyan as Bankruptcy Counsel ------------------------------------------------------- Simply Gourmet, Inc., seeks permission from the U.S. Bankruptcy Court for the Western District of New York to employ LeClairRyan, A Professional Corporation, as counsel to the Debtor, effective nunc pro tunc to the Petition Date. LeClairRyan will: (a) advise Debtor regarding its rights, powers, and duties as debtor and debtor-in-possession in the continued operation of its business and property; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of this Chapter 11 Case, including all of the legal and administrative requirements of operating in Chapter 11; (c) take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the Debtor's estate, negotiations concerning all litigation in which Debtor may be involved, and objections to claims filed against the Debtor's estate; (d) prepare and file on behalf of Debtor all motions, applications, complaints, answers, orders, reports, or other papers necessary or otherwise beneficial to the administration of the Debtor's estate; (e) advise the Debtor concerning, and assist in the negotiation and documentation of, cash collateral orders and related transactions; (f) negotiate and prepare on the Debtor's behalf plan(s) of reorganization, disclosure statement(s) and all related agreements and documents and taking any necessary actions on behalf of Debtor to obtain confirmation of the plan(s); (g) provide assistance, advice, and representation concerning any potential sale of Debtor as a going concern or the sale of a significant portion of the Debtor's assets; (h) provide assistance, advice, and representation concerning any investigation of the assets, liabilities and financial condition of Debtor that may be required under local, state, or federal law; (i) appear before the Court, any appellate courts, and the U.S. Trustee, and protecting the interests of the Debtor's estate before the courts and the U.S. Trustee; (j) provide counsel and representation with respect to assumption or rejection of executory contracts and leases and other bankruptcy-related matters arising in this Chapter 11 case; (k) advise Debtor regarding all legal matters arising during the Chapter 11 case, including, but not limited to, securities, corporate, finance, labor, intellectual property, tax, and commercial matters; (l) analyze the validity of liens against Debtor; and (m) perform all other necessary legals services and providing all other necessary legal advice to Debtor in connection with this Chapter 11 case. The current hourly rates for LeClairRyan professionals with primary responsibility for providing services to Debtor are: Maureen T. Bass, Shareholder $340 Michael J. Crosnicker, Associate $250 Jill Harris, Paralegal $140 Maureen T. Bass, Esq., a shareholder with LeClairRyan, assures the Court that the firm does not represent any interest adverse to Debtor and is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. Simply Gourmet, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 16-10798) on April 20, 2016. SKYBRIDGE SPECTRUM: Receiver Joins Bid to Dismiss Ch. 11 Case ------------------------------------------------------------- The court-appointed Receiver of Skybridge Spectrum Foundation, Susan L. Uecker, submits a joinder to the Motion of Dr. Arnold Leong to Dismiss Debtor’s Chapter 11 Case. The Troubled Company Reporter reported earlier that Dr. Leong asked the Bankruptcy Court to dismiss the Debtor's bankruptcy case or to abstain from exercising jurisdiction over the bankruptcy case, asserting that, "the bankruptcy case was commenced in bad faith. Dr. Leong asserts that Havens filed the bankruptcy case for the clear and unequivocal purpose of interfering with the activities of the Receiver and in an attempt to regain control of all of the FCC Licenses. Skybridge and Warren Havens have admitted that the Debtor has no third party creditors and identify no valid reorganization purpose for the commencement of the case." The Debtor opposes Dr. Leong's Motion to Dismiss, arguing that this bankruptcy filing is Havens' attempt to salvage the Debtor to prevent the liquidation of the Debtor's estate, preserve estate assets, mitigate the damage inflicted upon the Debtor's goodwill, maximize going concern value, resume communications with the FCC, satisfy the claims of legitimate creditors, remove the cloud of illegitimate claims, and reorganize with a view towards getting back to business of creating and fulfilling the Debtor's mission to benefit the general public as quickly as possible. The Debtor points out that the Receivership Leong obtained over all the entities from the California Superior Court on false pretenses resulted from Leong’s apprehension that the licenses will be invalidated due to his failure to disclose his asserted control position to the FCC in connection with the license application process since it is a fundamental FCC requirement that all persons having control or co-control of an entity seeking to obtain an FCC license be fully disclosed. The Debtor also complains that Receiver Uecker has been vetted and hand-picked by Leong's agent before the Receivership commenced, the Receiver had completely abandoned her fiduciary neutrality and totally disregarded her foundational mandate to preserve the assets of the Receivership estate, for in fact, among other things, the Receiver has: a. Orchestrated the fire sale of the Debtor's FCC Licenses facing a non-adjudicated claim, without discernable regard to consequence. b. Abandoned all of the field testing projects the Debtor had been carrying on. c. Fired all of its R&D contractors and other professionals, and had refused to pay their bills. d. Attempted to re-cast the major deals Havens had been on the verge of closing. e. Cut off the flow of all management information to Havens and had refused to make any good faith effort to dialogue with him as directed by the California State Court. f. Recklessly capitulating litigation to which the Debtor was a party in various fora, including abandoning valuable claims and agreeing to pay full demand settlements. The Receiver Susan L. Uecker is represented by: Eric D. Schwartz, Esq. Curtis S. Miller, Esq. Marcy J. McLaughlin, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, Suite 1800 Wilmington, DE 19801 Telephone: 302.351.9208 Facsimile: 302.425.4672 Email: eschwartz@mnat.com cmiller@mnat.com mmclaughlin@mnat.com -- and -- David DeGroot, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111 Telephone: 415.774.3230 Facsimile: 415.434.3947 Email: ddegroot@sheppardmullin.com About Skybridge Spectrum Skybridge Spectrum Foundation filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10626) on March 11, 2016. Warren C. Havens signed the petition as president, sole director and sole member. The Debtor estimated assets in the range of $100 million to $500 million and debts of up to $500,000. Sullivan Hazeltine Allinson LLC represents the Debtor as counsel. SKYBRIDGE SPECTRUM: Receiver Refuses Turn Over FCC Licenses ----------------------------------------------------------- Susan L. Uecker, as the court-appointed Receiver of Skybridge Spectrum Foundation, objects to the Debtor's motion compelling her to turn over property of the Debtor's estate. The Receiver tells the Court that contrary to Warren Havens' unsupported aspersions, the Receiver has not been seeking to sell the licenses at fire sales or liquidation value, but instead, she has sought approval to sell only those Licenses that are at risk of loss, and she has also continued to pursue transactions that were under discussion between potential buyers and Havens by engaging experts in valuing and potentially selling spectrum to maximize the value of such licenses, and taking every action to comply with deadlines, obtain extensions, work cooperatively with the Federal Communications Commission (including repairing relations that Havens damaged), and put the Receivership Entities' spectrum into substantial service to fulfill the FCC's policy priorities and legal requirements. According to the Receiver, while she has been faithfully carrying out her duties, Havens on the other hand has: (a) Failed to comply with construction or service deadlines with respect to many of the Licenses, resulting in cancellation of valuable spectrum licenses by the FCC. (b) Failed to file Debtor's tax returns or pay taxes for certain Receivership Entities. (c) Failed to properly maintain the Receivership Entities' and the Debtor's books and records. (d) Engaged in highly questionable allocations of costs and assets between the Debtor and the other Receivership Entities. (e) Distributed $1.25 million of cash to himself as "deferred salary" on the eve of a hearing in Alameda Superior Court on a motion to impose a receivership, based on his own formula. (f) Lost hundreds of FCC licenses due to his failure to comply with FCC deadlines after arguments similar to those he makes now were rejected by the FCC. Furthermore, the Receiver argues that Havens' decision to have the Debtor file bankruptcy has resulted in the reduction of the value of both Debtor's Licenses and the Receivership Entities' Licenses, as such, compelling the Receiver to turn over property of the Debtor's estate would upend all of the work she has done to protect the Debtor's assets, which will result in Havens -- who has lost credibility and has been sanctioned by the FCC on numerous occasions -- to take hold and control of the FCC licenses. The Receiver Susan L. Uecker is represented by: Eric D. Schwartz, Esq. Curtis S. Miller, Esq. Marcy J. McLaughlin, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, Suite 1800 Wilmington, DE 19801 Telephone: 302.351.9208 Facsimile: 302.425.4672 Email: eschwartz@mnat.com cmiller@mnat.com mmclaughlin@mnat.com -- and -- David DeGroot, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111 Telephone: 415.774.3230 Facsimile: 415.434.3947 Email: ddegroot@sheppardmullin.com About Skybridge Spectrum Skybridge Spectrum Foundation filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10626) on March 11, 2016. Warren C. Havens signed the petition as president, sole director and sole member. The Debtor estimated assets in the range of $100 million to $500 million and debts of up to $500,000. Sullivan Hazeltine Allinson LLC represents the Debtor as counsel. SOUTHERN UNIVERSITY: Moody's Lowers Rating to Ba1; Outlook Neg. --------------------------------------------------------------- Moody's Investors Service has downgraded Southern University System's issuer rating to Ba1 from Baa2 and its debt rating on the Series 2006 Revenue Bonds to Ba2 from Baa3. The rating outlook is negative. This concludes the review for downgrade initiated Feb. 22, 2016. The downgrade reflects Southern University System's extremely thin liquidity, deficit operations, deteriorating financial reserves, and urgent need for capital investment. Unlike peers, Southern's financial condition weakened during a six-year period when Louisiana public universities were given greater autonomy to raise tuition and retain operating surpluses. Southern has limited financial flexibility to withstand stagnant to declining state funding particularly as student demand has softened. In addition, the system faces large and growing retirement health and pension obligations that will drive expense growth. The Ba1 reflects Southern's material size and presence in the state, generating nearly $200 million in operating revenue across three campuses, a law center, and an agricultural research center. As a historically black college and university system, Southern receives federal financial support not available to most of the regional universities in the state. The Ba2 rating on the 2006 bonds reflects the risks associated with its lease structure. The lease contains a non-appropriation risk by which the lease could be cancelled if the system's board determined funds were insufficient to pay debt service. Rating Outlook The negative outlook reflects expectations of continued operating deficits that could place additional pressure on Southern's already thin liquidity. Factors that Could Lead to an Upgrade Extraordinary financial support from the state Significantly improved cash flow contributing to growth of unrestricted liquidity Factors that Could Lead to a Downgrade Reduced liquidity Decline of state operating support Adverse accreditation sanctions or change in federal financial said status Legal Security The Series 2006 bonds are payable from lease payments from the Board of Supervisors of the Southern University System. Legally Available Funds constitute a very broad pledge of state appropriations, tuition, auxiliary revenue, and other sources. The lease is not subject to cancellation in the event of damage or destruction of the facilities. The developer, the sole member is the system's foundation, is to maintain property insurance in an amount sufficient to pay all Series 2006 bonds outstanding. Use of Proceeds Not applicable Obligor Profile Southern is a historically black college and university system comprised of four campuses in Baton Rouge, Shreveport and New Orleans. The Baton Rouge and New Orleans campuses are four-year public university campuses and the Shreveport campus is a two-year campus. The system generated nearly $200 million of operating revenue in FY 2015. Methodology The principal methodology used in this rating was Global Higher Education published in November 2015. An additional methodology used in this rating was The Fundamentals of Credit Analysis for Lease-Backed Municipal Obligations published in December 2011. SPEEDYSIGNS.COM INC: Court Extends Exclusivity Period to Sept. 11 ----------------------------------------------------------------- The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida has extended, at the behest of SpeedySigns.com, Inc., exclusive 180-day time period provided in Bankruptcy Code Section 1121(e) by 120 days through and including Sept. 11, 2016, from May 14, 2016. SpeedySigns.com, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 15-05031) on Nov. 16, 2015. Anthony W. Chauncey, Esq., at The Chauncey Law Firm, PA, serves as the Debtor's bankruptcy counsel. SPI ENERGY: Mr. Peng Beneficially Owns 20.6% of Ordinary Shares --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Xiaofeng Peng and Zhou Shan disclosed that as of May 10, 2016, they beneficially own 148,200,000 ordinary shares of SPI Energy Co., Ltd. representing 20.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/EPxxTs About SPI Energy Co., Ltd. SPI Energy Co., Ltd., (As successor in interest to Solar Power, Inc.), is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/,which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia. Solar Power reported a net loss of $5.19 million in 2014, a net loss of $32.2 million in 2013 and a net loss of $25.4 million in 2012. As of Sept. 30, 2015, the Company had $727 million in total assets, $431 million in total liabilities and $296 million in total equity. ST. JAMES NURSING: U.S. Trustee Forms 2-Member Committee -------------------------------------------------------- Daniel McDermott, U.S. trustee for Region 9, on May 13 appointed two creditors of St. James Nursing & Physical Rehabilitation Center Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Daniel Yacono Select Rehab Services 2600 Compass Rd. Glenview, Illinois 60026 Phone: 849-441-5593 Fax: 849-441-0945 E-mail: dyacono@selectrehab.com (2) Brent Dunlap Rehab Solutions, Inc. 536 Old Howell Rd. Greenville, SC 29615 Phone: 864-244-3626 Fax: 877-508-8714 E-mail: bdunlap@heritage-healthcare.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About St. James Nursing St. James Nursing & Physical Rehabilitation Center Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Michigan (Detroit) (Case No. 16-42333) on February 22, 2016. The petition was signed by Bradley Mali, president. The Debtor is represented by Michael E. Baum, Esq., at Schafer and Weiner, PLLC. The case is assigned to Judge Phillip J. Shefferly. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. ST. JUDE NURSING: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- Daniel McDermott, U.S. trustee for Region 9, on May 13 appointed two creditors of St. Jude Nursing Center, Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Jonah Geisler Tristate Surgical Supply & Equipment 409 Hoyt St. Brooklyn, New York 11231 Phone: 908-692-9402 Fax: 718-624-0666 E-mail: JONAH@Tristatesurgical.com (2) Brent Dunlap Rehab Solutions, Inc. 536 Old Howell Rd. Greenville, SC 29615 Phone: 864-244-3626 Fax: 877-508-8714 E-mail: bdunlap@heritage-healthcare.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About St. Jude Nursing Center St. Jude Nursing Center, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Michigan (Detroit) (Case No. 16-42116) on February 18, 2016. The petition was signed by Bradley Mali, president. The Debtor is represented by Michael E. Baum, Esq., at Schafer and Weiner, PLLC. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. STARWOOD PROPERTY: Moody's Affirms Ba3 Corp. Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed the corporate family ratings and upgraded the senior debt ratings of three US-based commercial real estate lending companies, following a re-assessment of the notching of the companies' debt under Moody's Finance Companies Rating Methodology. The affected ratings include: -- Jefferies LoanCore LLC (JLC): Corporate family rating affirmed at B1, backed senior unsecured rating upgraded to B1 from B2, with a stable outlook. -- Rialto Holdings, LLC (Rialto): Corporate family rating affirmed at B1, senior unsecured rating upgraded to B1 from B2, with a stable outlook. -- Starwood Property Trust, Inc. (SPT): Corporate family rating affirmed at Ba3, senior secured bank credit facility rating upgraded to Ba2 from Ba3, with a stable outlook. RATINGS RATIONALE Moody's upgraded the JLC, Rialto and SPT senior debt ratings to reflect each debt's size relative to other components in the respective company's debt capital structure that are included in the notching analysis, as well as each debt's priority of claim and strength of asset coverage. Moody's finance company instrument ratings use a notching framework that is based on expected differences in loss-given-default. Moody's reassessed the notching of the affected debts after electing to exclude repurchase facilities from total debt funding for purposes of the notching analysis for commercial real estate lenders. Because repurchase facilities are exempt from bankruptcy stay under the US Bankruptcy Code, they would most likely be repaid with limited loss in the event of default; Moody's expects that they would therefore have little effect on the losses incurred by other recourse debt. Moody's affirmed the corporate family ratings of JLC, Rialto and SPT based on their respective credit attributes, summarized below: JLC's B1 ratings are based on the sponsorship and funding support by the Jefferies Group and the real estate investment arm of the Government of Singapore Investment Corporation (GIC). The firm has modest positioning in the commercial real estate lending arena, having only a brief operating history dating to 2011. The firm's earnings performance is potentially volatile, relying upon securitization gains. The firm's leverage, while low, has increased and it is highly reliant on wholesale funding, which encumbers earning assets. JLC's ratings could be upgraded if the company continues to demonstrate consistent and strong profitability without substantially increasing its leverage, diversifies its business mix so as to reduce reliance on securitization gains, and maintains high asset quality over a sustained period of time. The ratings could be downgraded if JLC experiences deterioration in profitability as a result of continued competitive pressures and/or weakening of its asset quality, which would lead to erosion of its permanent equity. Negative pressure could also emerge if the company experiences difficulty distributing its collateral, its liquidity cushion gets reduced, its exposure to market-based margin calls increases due to a change in terms of its credit facility agreements, or if it loses its affiliation with Jefferies or GIC. Rialto's B1 ratings reflects the firm's investment strategy focused on distressed assets, which represent inherently riskier types of investments, as well as the company's continued diversification of its franchise from balance-sheet intensive direct investments towards the asset and investment management and the mortgage originations businesses. The rating also reflects "key man" risk in the CEO position, as well as the lack of an independent board. Rialto's ratings could be upgraded if it improves profitability while continuing to expand the investment management and mortgage origination businesses and maintains moderate leverage. A reduction in the firm's profitability, substantial rise in leverage, or any liquidity challenges could result in a ratings downgrade. Departures of key personnel could also result in a downgrade. SPT's Ba3 corporate family rating reflects its strong franchise in commercial mortgage lending, investment management, CMBS special servicing, and property investment, as well as the firm's disciplined approach to credit risk management. Starwood's strong capital adequacy and profitability, adjusting for consolidated variable interest entities (VIE), strengthen the firm's credit profile. The firm's reliance on capital markets access to fund new business is a credit weakness. Starwood is externally managed by SPT Management, LLC, and is an affiliate of the privately owned Starwood Capital Group (SCG). This arrangement provides the REIT with an experienced management team; however, the external manager has related business interests. SPT's ratings could be upgraded if the company continues to strengthen its liquidity by extending its debt maturity profile and diversifying its funding sources away from wholesale secured debt, while maintaining strong, stable profitability and low leverage. Ratings could be downgraded if SPT encounters material liquidity challenges, its leverage materially increases, or its profitability significantly weakens. Jefferies LoanCore LLC is a commercial real estate finance company headquartered in Greenwich, CT. Rialto Holdings, LLC, a wholly-owned subsidiary of Lennar Corporation, is a commercial real estate lender and investor based in Miami, FL. Starwood Property Trust, Inc. [NYSE: STWD] is a REIT engaged in commercial real estate lending and investing headquartered in Greenwich, Connecticut, The principal methodology used in these ratings was Finance Companies published in October 2015. STEPHEN HARRIS: Trustee Selling Assets to Pacifoco for $1.1MM ------------------------------------------------------------- John M. Wolfe, the duly appointed Chapter 11 Trustee for the bankruptcy estates of Energy Development Corporation and Stephen T. Harris, will ask the U.S. Bankruptcy Court for the Central District of California on June 8, 2016, at 10:00 a.m., for approval to sell the Debtors' assets to Pacifoco, Inc. The terms of the proposed sale, including the description of the assets to be sold are set forth in the Asset Purchase Agreement dated as of April 8, 2016, between the Trustee and James J. Joseph as Trustee for South Coast Oil Corporation ("SCOC"), and Pacifoco, Inc., as modified by the Addendum to Asset Purchase Agreement dated April 29, 2016. The proposed sale is subject to higher and better bids, as may be determined by the Bankruptcy Court at the June 8 hearing. The principal terms of the APA are: a. The sale is a combined sale of assets of EDC, Harris and SCOC. However, the transfer of Purchased Assets of EDC and Harris will be made at an initial closing soon after the sale is approved by the Bankruptcy Court, while the transfer of assets of SCOC will take place later. b. The Purchased Assets will include substantially all of EDC's assets, including all oil and gas assets and the name of EDC, and certain assets of Harris, including non-personal books and records selected by the Purchaser and any interest in the oil and gas assets. The Purchased Assets are further identified in the exhibits to the APA. The Acquired Assets will be sold "as-is," with no representations or warranties surviving closing. The assets of Harris to be included in the sale -- including any unidentified interest which he may hold or assert in the EDC assets -- consist of miscellaneous records which were deposited as part of litigation prior to the Petition Date. The records have been placed in storage and consist of partially commingled records of EDC, SCOC and Harris. The Buyer will select any non-personal records which it wants after closing, so that the balance can be abandoned. c. The consideration for the sale and transfer of the EDC and Harris assets will consist of cash and stock of the Buyer. The cash component will consist of $1.1 million, including $200,000 paid by the initial closing, inclusive of the Buyer's Good Faith Deposit of $100,000, and an additional $800,000 to be paid from the first proceeds of any distribution received by Buyer or any affiliate of Buyer on account of claims against SCOC which have been acquired by Buyer or by any affiliate of Buyer, but in any event not later than the earlier of (x) the date which is five Business Days after the date of final distribution on claims in the SCOC Case, or (y) six months from the Closing Date, as defined in the APA. The stock portion of the consideration will consist of 2,000,000 shares of Buyer's Series A 7% Convertible Preferred Stock and 2,000,000 shares of Purchaser's Series A Common Stock. d. The sale is to be free and clear of all Encumbrances, other than Permitted Encumbrances, as defined in the APA. e. The sale is subject to higher and better bids and to entry of a final order approving the sale. f. Specified assets are excluded from the sale, including but not limited to cash equivalents, claims between the estates and rights under the APA. g. The APA provides for specified bidding procedures and bid protection provisions to be approved by the Court. The APA provides that subject to the approval of the Court, the Trustee may use part of the deposit to maintain operations pending the closing of the sale. h. The APA provides that the closing of the sale shall be on a date which is 15 business days after entry of an order approving the sale, or such earlier date as agreed by the parties, subject to any applicable stay. i. The APA contains other provisions, including provisions of the type normally contained in such agreements. The description contained herein is a summary only and is qualified in its entirety by the contents of the APA, which will control in the event of any conflict with this summary. All interested parties are urged to review the specific terms of the APA. The Trustee believes that selling the Purchased Assets to the Buyer in accordance with the terms of the APA or to a successful overbidder (in the event a successful overbid is made at the auction) free and clear of all liens, claims, encumbrances, and interests is in the best interest of creditors. The alternative to the proposed sale to an Approved Buyer appears to be that the operation of the EDC Wells would have to cease, the Trustee would have to seek to abandon the Purchased Assets or have the EDC Chapter 11 case dismissed, and as a result the EDC Wells would either be subject to foreclosure by secured creditors, or the EDC Leases could be lost due to non-operation. If this occurs, the recovery of secured creditors would be jeopardized, priority creditors would very likely receive no distribution whatsoever from this estate, and any possibility of distribution to unsecured creditors -- however slight -- would be lost. The proposed sale represents the best offer which has been received for the Purchased Assets in the opinion of the Trustee, taking into account the total potential consideration, the need to continue operations at some level pending closing and the relatively low barrier to higher bids which it provides. The Buyer has indicated its intention to further develop the Purchased Assets and to continue to work with the current Operator of the EDC Wells, which is expected to enhance the prospects for continued operation through closing of a sale. The consideration for the sale of the Purchased Assets under the APA is to be $1,100,000, payable from the Buyer's receipt of distributions from the SCOC Estate or within six months, and preferred and common stock of the Buyer of uncertain value. For purposes of the APA, the value allocated to the Harris Estate is $10,000. The Trustee reserves the right to seek substantive consolidation of the Debtor's Estates in a motion to be filed subsequently. The Trustee has been authorized to use the deposit to maintain operations, with the deposit to be refunded from sale proceeds in the event the Buyer is not the winning bidder. While the Trustee believes that the stock could ultimately have some value, the amount of secured claims may alone ultimately exceed the amount of the cash consideration. There are currently $325,000 in allowed secured claims but more than $1,000,000 in disputed secured claims. Moreover, the Trustee has identified approximately $1.0 million in postpetition operating claims and in excess of $3.0 in postpetition professional fees and other administrative claims which would be paid before prepetition unsecured claims to the extent approved by the Court as administrative claims. Therefore, it is unlikely that the current proposed sale will provide any distribution to pre-petition unsecured creditors. About Stephen Thomas Harris Stephen Thomas Harris sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 06-11174) on July 21, 2006. Related entity, Huntington Beach, California-based Energy Development Corporation simultaneously sought Chapter 11 protection (Case No. 06-11175). EDC's business involved rights to subsurface mineral rights, drill sites and wells, related tools and equipment and intangible rights with respect to oil wells located in the town-lot portion of the Huntington Beach Oil Field (the "HB Wells"), and two wells in the adjacent West Newport Oil Field (collectively with the HB Wells, the "EDC Wells"). The HB Wells were assigned, conveyed and transferred to EDC by South Coast Oil Corporation ("SCOC") pursuant to an Assignment recorded May 10, 2001, as Document No. 20010298788, Official Records, Orange County, California (the "2001 Assignment"). EDC also had certain rights or claims regarding the State Lease PRC, 145.1 Offshore Lease located on County of Ventura surface lands (the "Rincon Assets"), which had also been assigned to EDC by SCOC. EDC's primary business mission was to produce oil and gas directly from existing oil and gas wells. At the outset of these cases, Harris was engaged in operating EDC and the funds of the two estates were combined. EDC estimated assets and debt of $10 million to $50 million. Simon H. Langer, Esq., in Los Angeles, California, represented the Debtors. John M. Wolfe was later appointed Chapter 11 Trustee for the bankruptcy estates of EDC and Mr. Harris. Counsel for the Chapter 11 Trustee: Philip A. Gasteier LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: pag@lnbyb.com STEREOTAXIS INC: Incurs $2.27 Million Net Loss in First Quarter --------------------------------------------------------------- Stereotaxis, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing 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. As of March 31, 2016, the Company had no outstanding debt under the revolving line of credit. Draws on the line of credit are made based on the borrowing capacity one week in arrears. As of March 31, 2016, the Company had a borrowing capacity of $4.9 million based on the Company's collateralized assets, and cash and cash equivalents of $1.6 million for a total liquidity of $6.5 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/OCUuVf 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. STRATA SKIN: Reports First Quarter 2016 Financial Results --------------------------------------------------------- Strata Skin Sciences, Inc., reported a net loss of $1.43 million on $7.62 million of revenues for the three months ended March 31, 2016, compared to a net loss of $7.27 million on $81,000 of revenues for the same period in 2015. As of March 31, 2016, Strata Skin had $47.50 million in total assets, $32.47 million in total liabilities and $15.03 million in stockholders' equity. "We continued to make solid progress with the XTRAC business in the first quarter of 2016," said Michael R. Stewart, president and CEO of the Company. "As we anticipated, first quarter procedure volume and system placements were seasonally soft as patients respond to deductible and co-pay resets which occur in the first quarter of the year for many healthcare plans. New marketing initiatives planned for the second quarter and the rest of the year include broadcasting a new TV commercial with greater direct-to-patient appeal, enhanced radio spots, a greater social media presence for XTRAC and an improved XTRAC website for patients." "We are excited about the opportunity for growth of the XTRAC system in the near- and long-term as dermatologists and their patients look for highly effective, less costly treatment options," added Mr. Stewart. As of March 31, 2016 the Company had cash, cash equivalents and short-term investments of $3.1 million, compared with $3.3 million of unrestricted cash as of Dec. 31, 2015. A full-text copy of the press release is available for free at: https://is.gd/D0eYJC About STRATA Skin Sciences STRATA Skin Sciences (formerly MELA Sciences, Inc.) is a medical technology company focused on the therapeutic and diagnostic dermatology market. Its products include the XTRAC laser and VTRAC excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the MelaFind system used to assist in the identification and management of melanoma. Strata Skin reported a net loss attributable to common stockholders of $27.91 million on $18.49 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.03 million on $915,000 of revenues for the year ended Dec. 31, 2014. SUTTON 58 OWNER: Hires LaMonica Herbst & Maniscalco as Counsel -------------------------------------------------------------- Sutton 58 Owner LLC seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Hires LaMonica Herbst & Maniscalco, LLP as its general counsel, effective April 6, 2016. The Debtor requires LH&M to: a. provide legal advice with respect to Sutton Owner's powers and duties as a debtor-in-possession in accordance with the provisions of the Bankruptcy Code in the continued operation of Sutton Owners' business and the management of its properties; b. prepare, on behalf of Sutton Owner, all necessary schedules, application, motions, answers, orders, reports, adversary proceedings and other legal documents required by the Bankruptcy Code and Federal Rules of Bankruptcy Procedure; c. assist Sutton Owner in the development and implementation of a plan of reorganisation and related disclosure statement; and d. perform all other legal services for Sutton Owner that may be necessary in connection with Sutton Owner's attempt to reorganize the its affairs under the Bankruptcy Code. LH&M will be paid at these hourly rates: Partners up to $595 Associates up to $415 Para-professionals $175 LH&M was paid $100,000 prior to the Petition Date, which include the filing fee in the amount of $1,717. LH&M will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph S. Maniscalco, member of the firm LaMonica Herbst & Maniscalco, 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. LH&M may be reached at: Joseph S. Maniscalco, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516)826-6500 About BH Sutton Mezz LLC and Sutton 58 Associates LLC New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. 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 Sutton Mezz in its restructuring effort. Sutton Mezz estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million. Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583. Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP represent Sutton Owner as counsel. Both cases are jointly administered. TENET HEALTCHARE: Stockholders Elect 12 Directors ------------------------------------------------- The 2016 annual meeting of shareholders of Tenet Healthcare Corporation was held on May 12, 2016, at which the shareholders: (a) Trevor Fetter, Brenda J. Gaines, Karen M. Garrison, Edward A. Kangas, J. Robert Kerrey, Freda C. Lewis-Hall, Richard R. Pettingill, Matthew J. Ripperger, Ronald A. Rittenmeyer, Tammy Romo, Randolph C. Simpson and James A. Unruh as directors; (b) approved, on an advisory basis, the compensation of the Company's executive officers; (c) approved the Sixth Amended and Restated Tenet Healthcare 2008 Stock Incentive Plan; (d) approved the Tenet Healthcare Corporation Eleventh Amended and Restated 1995 Employee Stock Purchase Plan; and (e) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accountants for the year ending Dec. 31, 2016: About Tenet Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. Tenet Healthcare reported a net loss attributable to the Company's common shareholders of $140 million on $18.63 billion of net operating revenues for the year ended Dec. 31, 2015, compared to net income available to the Company's common shareholders of $12 million on $16.60 billion of net operating revenues for the year ended Dec. 31, 2014. * * * Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit rating from Standard & Poor's Ratings Services and 'B1' Corporate Family Rating from Moody's Investors Service. THUNDERBOLT MANUFACTURING: Trustee Selling Property for $17,000 --------------------------------------------------------------- Carl B. Davis, the Chapter 11 trustee for Thunderbolt Manufacturing, Inc., on May 11, 2016, filed a motion to sell real property described as Lots 18 and 20, Mead Avenue, Supplemental to Jones 1st Addition, Wichita, Sedgwick County, Kansas, the ("Property"). The Property will be sold by private treaty sale to Diversified Services, Inc. ("Buyer") for $17,000. The sale will be conducted by Security 1st Title, at 727 N. Waco Ave., Suite 300, Wichita, KS 67203, within 30 days of obtaining approval of the Bankruptcy Court, unless objections or other offers are timely filed. Any interested party may bid more in increments of $1,000 on or before May 23, 2016. If additional bids are received, then said bidders and Diversified will be allowed to participate in live bidding, or to bid by telephone at a time to be determined by the Trustee, but to be concluded no later than three days from the initial bid deadline. The Debtors propose a sale hearing for June 2, 2016, at 10:30 a.m. The Trustee can be reached at: Carl B. Davis, Trustee DAVIS & JACK, L.L.C. 2121 W. Maple P.O. Box 12686 Wichita, Kansas 67277-2686 Telephone: (316) 945-8251 Facsimile: (316) 945-2789 E-mail: cdavis@davisandjack.com Wichita, Kansas-based Thunderbolt Manufacturing Inc sought Chapter 11 protection (Bankr. D. Kan. Case No. 14-bk-11954) on Aug. 21, 2014. The Debtor was represented by Elizabeth A. Carson, Esq., at Bruce Bruce & Lehman LLC. TOWN CENTER FLATS: Rents Not Part of Bankruptcy Estate, Court Says ------------------------------------------------------------------ Judge Bernard A. Friedman of the United States District Court for the Eastern District of Michigan, Southern Division, vacated the bankruptcy court's Opinion and Order Denying Motion for an Order Confirming that No Stay is in Effect or in the Alternative to Prohibit use of Rents and Cash Collateral. The bankruptcy case is In re TOWN CENTER FLATS, LLC, Chapter 11, Debtor, Bankr. No. 15-41307 (Bankr. E.D. Mich.). The appealed case is ECP COMMERCIAL II LLC, Appellant, v. TOWN CENTER FLATS, LLC, Appellee, Civil Action No. 15-cv-11881 (E.D. Mich.). Judge Friedman held that when a mortgagee perfects and enforces an assignment of rents pre-petition and after an event of default, the mortgagor no longer has a valid property interest in the rents. As such, the judge concluded that these rents are not part of the bankruptcy estate and therefore are not cash collateral. The matter was remanded to the bankruptcy court for further proceedings. A full-text copy of Judge Friedman's March 30, 2016 opinion and order is available at http://is.gd/e8VLwUfrom Leagle.com. Town Center Flats, LLC, Debtor, In Re, is represented by: Robert N. Bassel, Esq. Clinton, MI 49236 Tel: (248)677-1234 Fax: (248)369-4749 ECP Commercial II LLC is represented by: Jeremy Friedberg, Esq. LEITESS GRIEDBERG PC One Corporate Center 10451 Mill Run Circle, Suite 1000 Baltimore, MD 21117 Tel: (410)581-7400 Fax: (410)581-7410 Email: jeremy.friedberg@lf-pc.com -- and -- Judith G. Miller, Esq. Paul R. Hage, Esq. JAFFE, RAITT 27777 Franklin Rd., Suite 2500 Southfield, MI 48034 Tel: (248)351-3000 Email: jmiller@jaffelaw.com phage@jaffelaw.com TRACK GROUP: Reports Q2 and Year to Date Results for Fiscal 2016 ---------------------------------------------------------------- Track Group Inc. reported a net loss attributable to common shareholders of $1.92 million on $6.59 million of total revenue for the three months ended March 31, 2016, compared with 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, the Company 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 $828,000 on $9.43 million of total revenues for the 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. On May 5, 2016, the Company executed an agreement with Marion County Community Corrections, the largest county in the state of Indiana, to provide electronic monitoring services across the full range of sentences under the Agency's oversight. Under the terms of the Agreement, the Company will provide solutions based on GPS and alcohol monitoring technology to monitor over 2,300 offenders and defendants. This includes the Company's newest tracking device, Shadow, which is the smallest, lightest and most advanced device. The term of the Agreement is eighteen months, and is expected to contribute over $4.0 million in revenue. On May 1, 2016, the Company entered into an unsecured Loan Agreement with Conrent Invest S.A., acting with respect to its Compartment Safety III. Under the Loan Agreement, the Company may borrow $5.0 million for working capital, repayment of debt, and operating purposes, at an interest rate of 8% per annum, payable in arrears semi-annually, with all principal and accrued unpaid interest due on July 31, 2018. Net cash provided by operations improved 22% from $0.67M in the six months ended 2015 to $0.82M in the same period in 2016. Total cash improved from a burn of $4.4M in 2015, to a burn of $2.7M in the same period in 2016, a 61% decrease in burn rate. "While we will continue to innovate, our services platform has been received favorably in the marketplace. This provides us with clear line of sight into our recurring revenue stream which ultimately yields an improvement in our long term cash position," said Mr. Dubois. The Company's adjusted EBITDA for the second quarter of 2016 increased to $0.580M, or 8.8% of revenue from ($0.436M) compared to (9.1%) from the same period in 2015. "We will continue to monetize both our acquisitions and incremental revenue in 2016 and beyond. As previously stated, we believe that adjusted EBITDA is a more complete picture of performance, used in conjunction with GAAP, and its impacts on cash," said Mr. Merrill. A full-text copy of the press release is available for free at: https://is.gd/szmLcG 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. TRISTREAM EAST: Creditors' Panel Hires McKool Smith as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Tristream East Texas, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain McKool Smith, P.C. as counsel to the Committee. The Committee requires McKool Smith to: (a) advise the Committee with respect to its rights, powers, and duties under 11 U.S.C. section 1102; (b) assist and advise the Committee in its consultations with the Debtor in relation to the administration of this case; (c) assist the Committee's investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of Debtor's business; (d) assist the Committee in its analysis of, and negotiation with, the Debtor, or any third party concerning matters related to, among other things, the terms of chapter 11 plan; (e) assist the Committee in requesting the appointment of a trustee or examiner, should such action become necessary; (f) prepare all necessary motions, applications, responses, objections, reports and pleadings on behalf of the Committee; (g) review, analyze and respond as necessary to all applications, motions, orders, statements of operations and schedules filed with the Court, and advise the Committee as to their propriety; and (h) perform such other legal services as may be required to represent the interests of the Committee and unsecured creditors in this case. McKool Smith will be paid at these hourly rates: Hugh M. Ray, III, partner $595 Christopher Johnson, senior counsel $495 Benjamin W. Hugon, associate $395 Veronica Manning, associate $315 Principals $540-$1,200 Counsel $415-$725 Legal Assistants $100-$355 McKool Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Hugh M. Ray, III, principal of McKool Smith, 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. McKool Smith can be reached at: Hugh M. Ray, III, Esq. MCKOOL SMITH, P.C. 600 Travis Street, Ste. 7000 Houston, TX 77002 Tel: (713) 485-7303 Fax: (713) 485-7344 E-mail: hmray@mckoolsmith.com 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. ULTRA PETROLEUM: Common Stock Transfer Hearing Slated for June 13 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will hold a final hearing on June 13, 2016, at 10:00 a.m. (prevailing Central Time) to approve the disclosure procedures applicable to certain holders of common stock, and disclosure procedures for transfers of and declarations of worthlessness with respect to common stock of Ultra Petroleum Corp. and its debtor-affiliates. Objections, if any, must be filed no later than 4:00 p.m. (prevailing Central Time) on June 6, 2016. About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and its affiliates filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on April 29, 2016. The Hon. Marvin Isgur presides over the cases. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at JACKSON WALKER, L.L.P., serve as counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. Ultra Petroleum Corp. listed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. The petitions were signed by Garland R. Shaw, chief financial officer. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. ULTRA PETROLEUM: Hires Epiq as Claims & Noticing Agent ------------------------------------------------------ Ultra Petroleum Corporation, and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Epiq Bankruptcy Solutions, LLC as Claims, Noticing and Solicitation Agent. The Debtors require Epiq 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) notices of objections to claims and objections to transfer of claims, (iii) notices of any hearings on a disclosure statement and confirmation of any plan of reorganization, including under Bankruptcy Rule 3017(d), (iv) notice of the effective date of any plan of reorganization, and (v) all other notices, orders, pleadings, publications and other documents as the Debtors, the Court, and/or Clerk may deem necessary or appropriate to administer these Chapter 11 Cases, including through email or other electronic means; (b) assist the Debtors with all solicitation-related matters including: (i) balloting services (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 promulgated by this Court; and (v) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) maintain a list of all potential creditors, equity holders and other parties-in-interest and a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i)-(k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010 and update and make said lists available upon request by a party-in-interest or the Clerk, as applicable; (d) maintain a post office box or address for the purpose of receiving copies of claims 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 days that includes (i) either a copy of each notice served for the proceeding seven days or the docket number and title of any pleading served during such period, (ii) a list of persons or entities,as applicable, to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (f) review and verify copies of all proofs of claim received by the Clerk for accuracy and maintain any original proofs of claim received in a secure area, except that the Clerk shall continue to maintain its own claim register; provided that creditors shall file proofs of claim with the Clerk, not with Epiq; (g) maintain an unofficial claims register ("Unofficial Claims Register") fully accessible via Epiq's website, which register shall include copies of each proof of claims filed with the Clerk and specify therein the following information for each proof of claim docketed, whether received by the Clerk electronically or by mail: (i) number assigned to any such proof of claim, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the proof of claim, (iv) the applicable Debtor; (v) the amount asserted, (vi) the asserted priority of the claim; and (vii) any disposition of the claim; (h) implement reasonable security measures designed 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 Epiq, and all the Epiq-filed claims to the Clerk not less than weekly; (k) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (l) assist in the dissemination of information to the public and respond to request for administrative information regarding these Chapter 11 Case as directed by the Debtors or the Court, including through the use of a case website and/or call center; (m) comply with applicable federal, state, municipal, and local statutes, ordnances, rules, regulation, orders, and other requirements in connection with the services rendered pursuant to the Engagement Agreement; (n) if these Chapter 11 Cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of notice to Epiq of entry of the order converting the cases; (o) 30 days prior to the close of these Chapter 11 Case, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Epiq in its capacity as the Claims and Noticing agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of this Chapter 11 Cases; (p) within seven days of notice to Epiq of entry of an order closing this Chapter 11 Cases, provide to the Court final version of the Unofficial Claims Register as of the date immediately before the close of the Chapter 11 Cases; (q) 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; (r) 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; (s) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (t) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (u) provide a confidential data room, if requested; (v) coordinate publication of certain notices in periodicals and other media; (w) manage and coordinate any distribution pursuant to a chapter 11 plan; and (x) provide 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. Epiq will be paid at these rates: A. Claim and Noticing Rates Clerical/Administrative Support $25-$45 Case Manager $50-80 IT/Programming $65-$100 Sr. Case Manager/dir. of Case Mgmt. $75-$150 Consultant/Senior Consultant $145-$185 Director/VP Consulting $190 Executive VP-Solicitation $200 Executive VP-Consulting $200 Communications Counselor $350 B. Noticing Services Printing $0.10 per image Personalization/Labels $0.50 each Envelopes Varies by Size Document Folding and Inserting No Charge Postage/Overnight Delivery At Cost E-mail Noticing Waived Fax Noticing $0.10 per page Claim Acknowledgment Letter $0.10 per letter Publication Noticing Quoted at time of request Processing Undeliverable Mail $0.25 per piece CR-Rom $5.00 per CD, single setup charge waived C. Data Management Services Database Maintenance $0.10 per record/month Data Import/Transfer No per creditor charge Electronic Imaging $0.05 pe image Weblink Hosting Fee No Charge Update Website Case Docket including all filed pleadings No Charge Manual Claim Input No per creditor charge Web-based Claims Reconciliation tool (Unlimited Users) No Charge CD-ROM (Mass Document Storage) Quoted at time of request Document Storage (paper) $2.00 per box (electronic) No per creditor/image charge D. On-line Claim Filing Services On-line Claim Filing No Charge E. Call Centre Services Standard Call Centre Setup No Charge Call Centre Operator $55 per hour Voice Recorded Message $0.34 per minute Support/maintenance No charge F. Virtual Data Room Confidential On-line Workspace Quoted at time of request G. Disbursement Services Check and/or Form 1099 Quoted at time of request Record to Transfer Agent Quoted at time of request The Debtors request that the undisputed fees and expenses incurred by Epiq in the performance of the 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 Epiq a retainer in the amount of $25,000. Epiq 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 Epiq and its members, officers, employees, representative and agents under certain circumstances specified in the Engagement Agreement, except in circumstances resulting solely from Epiq 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. Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Kate Mailloux, Senior Director with Epiq Bankruptcy Solutions, 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. Epiq may be reached at: Kate Mailloux Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 Tel: +1 646 282 2532 E-mail: kmailloux@epiqsystems.com About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and its affiliates filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on April 29, 2016. The Hon. Marvin Isgur presides over the cases. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at JACKSON WALKER, L.L.P., serve as counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. Ultra Petroleum Corp. listed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. The petitions were signed by Garland R. Shaw, chief financial officer. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. VANTAGE DRILLING: Reports First Quarter Results for 2016 -------------------------------------------------------- Vantage Drilling International reported a net loss of $471.0 million for the period from January 1, 2016 to February 10, 2016 for the Predecessor Company and a net loss of $29.0 million for the Successor for the period, including February 10, 2016, through March 31, 2016. Upon emergence from Chapter 11 bankruptcy on February 10, 2016, Vantage adopted fresh-start accounting, which resulted in the Company becoming a new entity for financial reporting purposes. References to "Successor" relate to the financial position and results of operations of the reorganized Vantage as of and subsequent to February 10, 2016. References to "Predecessor" refer to the financial position of Vantage as of and prior to February 10, 2016 and the results of operations prior to February 10, 2016. As a result of the application of fresh-start accounting and the effects of the implementation of our Plan of Reorganization, the financial statements on or after February 10, 2016 are not comparable with the financial statements prior to that date. The Predecessor's operating results for the period from January 1, 2016 to February 10, 2016, include approximately $452.9 million of Reorganization Items. The Successor's operating results for the period from February 10, 2016 through March 31, 2016 include Reorganization Items of approximately $154,000. For the three month period ended March 31, 2015, the Predecessor reported net income of approximately $22.6 million. Vantage, a Cayman Islands exempted company, is an offshore drilling contractor, with an owned fleet of three ultra-deepwater drillships; the Platinum Explorer, the Titanium Explorer and the Tungsten Explorer, as well as four Baker Marine Pacific Class 375 ultra-premium jackup drilling rigs. Vantage's primary business is to contract drilling units, related equipment and work crews primarily on a dayrate basis to drill oil and natural gas wells. Vantage also provides construction supervision services for, and will operate and manage, drilling units owned by others. Through its fleet of seven owned drilling units, Vantage is a provider of offshore contract drilling services globally to major, national and large independent oil and natural gas companies. A copy of the Company's financial results for the first quarter of 2016 is available for free at https://is.gd/92ReZu About Offshore Group Offshore Group Investment Limited is an international offshore drilling company operating a fleet of modern, high-specification drilling units around the world. Its principal business is to contract their drilling units, related equipment, and work crews to drill underwater oil and natural gas wells for major, national, and independent oil and natural gas companies. Offshore Group Investment Limited and 23 other units of publicly traded Vantage Drilling Company filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12421) on Dec. 3, 2015 to pursue a prepackaged restructuring backed by Vantage. Christopher G. DeClaire, the authorized officer, signed the petition. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A. as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal North America, LLC, as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. * * * Offshore Group on Feb. 10, 2016, disclosed that it has successfully completed its prepackaged restructuring and recapitalization and emerged from chapter 11 bankruptcy protection. The Debtors' prepackaged plan was confirmed by the bankruptcy judge Jan. 15, 2016. VERITEQ CORP: Completes Merger With Brace Shop ---------------------------------------------- Veriteq Corporation, Brace Shop and Mrs. Lynne Shapiro entered into a Stock Purchase Agreement which closed on May 6, 2016. Pursuant to the terms of the Stock Purchase Agreement, Brace Shop became a wholly-owned subsidiary of ours on May 6, 2016. In the Reverse Merger, the Company purchased all of the outstanding membership interests of Brace Shop from Mrs. Lynne Shapiro, and in exchange, the Company paid: (i) $250,000 in cash to Mrs. Lynne Shapiro; (ii) 849 shares of Series E Preferred Stock, which is convertible into 84.9% of the issued and outstanding shares of Common Stock on a fully diluted basis, and has voting rights on an as converted basis; and (iii) the Goldenshare, exercisable at $0.00001 per share with a cashless exercise provision for that number of shares of Common Stock required to insure that the Series E Preferred Stock issued as part of the purchase price to Mrs. Lynne Shapiro is convertible into 84.9% of the issued and outstanding shares of Common Stock, on a fully diluted basis. At the closing of the Reverse Merger, VeriTeQ Corporation's former Chief Executive Officer will receive 39 shares of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding Common Stock on a fully-diluted basis. The shares of Series E Preferred Stock and the Goldenshare will not be convertible until the six month anniversary of the Closing of the Reverse Merger. Further, once a majority of the outstanding Series E Preferred Stock has been converted into Common Stock, then any other Series E Preferred Stock then outstanding shall automatically be deemed converted into Common Stock on the fifth business day following the date that a majority of the outstanding Series E Preferred Stock is converted into Common Stock. Pursuant to the Reverse Merger, the Company acquired the business of Brace Shop to establish its company as a provider of physical therapy and rehabilitation equipment and products, including orthopedic braces. The Stock Purchase Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. The Reverse Merger will be treated as a recapitalization of Brace Shop for financial accounting purposes. Brace Shop will be considered the acquirer for accounting purposes, and the Company's historical financial statements before the Reverse Merger will be the consolidated historical financial statements of Brace Shop in all future filings with the SEC. The Reverse Merger is intended to be treated as a tax-free reorganization under the Internal Revenue Code of 1986, as amended. The Company's board of directors currently consists of four members. On the Closing Date, Scott Silverman, the Company's former Chairman of the Board, and Shawn Wooden, each resigned their position as a director, and Lynne Shapiro was appointed to our board of directors. Also on the Closing Date, Marc Gelberg, the Company's interim chief financial officer before the Reverse Merger, resigned from his position with the Company, and Kenneth Shapiro was appointed as the Company's chief financial officer. The Company's Common Stock is quoted on the OTC Pink under the trading symbol "VTEQ." A full-text copy of the current report filed with the Securities and Exchange Commission is available for free at: https://is.gd/SnaPDP About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq reported a net loss of $3.91 million on $151,000 of sales for the year ended Dec. 31, 2014, compared to a net loss of $18.2 million on $18,000 of sales for the year ended Dec. 31, 2013. As of Sept. 30, 2015, the Company had $1.08 million in total assets, $18.56 million in total liabilities, $1.84 million in series D preferred stock, and a $19.33 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring net losses, and at Dec. 31, 2014, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VESTIS RETAIL: Hires A&G as Real Estate Advisor for Sport Chalet ---------------------------------------------------------------- Vestis Retail Group, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ A&G Realty Partners, LLC as real estate advisor to Sport Chalet, nunc pro tunc to April 18, 2016. Vestis Retail requires A&G to: (a) consult with the Debtors to discuss the Debtors' goals, objectives, and financial parameters in relation to the Leases/Properties; (b) negotiate with the landlords of the Properties on behalf of the Debtors to assist the Debtors in selling the Leases set forth on Schedule A to the Services Agreement; and (c) report periodically to the Debtors regarding the status of negotiations and performance of the Services. A&G will be paid as follows: Retainer. The Debtors shall pay A&G a retainer fee in the amount of $35,000 upon execution of the Agreement. The retainer fee is non-refundable and shall be applied to the fees due under the Agreement. Lease Sales. For each Lease Sale attained by A&G on behalf of the Debtors, A&G shall earn and be paid a fee of 5% of the Gross Proceeds per Lease. A&G will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew Graiser, Co-President of A&G Realty Partners, 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. A&G can be reached at: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Tel: (631) 420-0044 Fax: (631) 420-4499 E-mail: andy@agrealtypartners.com About Vestis Group Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Judge Laurie Selber Silverstein is assigned to the cases. VESTIS RETAIL: Hires Klee Tuchin as Counsel ------------------------------------------- Vestis Retail Group, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Klee Tuchin Bogdanoff & Stern LLP as counsel to the Debtors, nunc pro tunc to April 18, 2016. Vestis Retail requires Klee Tuchin to: (a) advise the Debtors with respect to their rights, duties, and powers in these Cases as debtors and debtors in possession in the continued management and operation of their businesses and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest, and advise and consult on the conduct of these Cases, including all of the legal and administrative requirements of operating in chapter 11; (c) advise and assist the Debtors with respect to actions to protect, preserve, and enhance the Debtors' estates, including the prosecution of actions on their behalf, the defense of actions commenced against their estates, negotiations concerning litigation in which the Debtors may be involved, and objections to claims filed against their estates; (d) prepare, on behalf of the Debtors, motions, applications, answers, orders, reports, and papers necessary to the administration of their estates; (e) negotiate and prepare, on the Debtors' behalf, plan(s) of reorganization or liquidation, disclosure statement(s), and all related agreements and/or documents, and taking appropriate action on behalf of the Debtors to obtain confirmation of such plan(s); (f) advise the Debtors in connection with the sale of any assets; (g) appear before this Court, any appellate courts on matters originating before this Court, and the U.S. Trustee; and (h) perform other necessary and appropriate legal services, within the scope of KTB&S's practice, for the Debtors in connection with their Cases. Klee Tuchin will be paid at these hourly rates: Partners & Of-Counsel $550-$1,350 Associates $435-$650 Paralegal $325 Michael L. Tuchin $1,150 Lee R. Bogdanoff $1,150 Martin N. Kostov $550 Kathryn T. Zwicker $495 Shanda D. Pearson $325 On March 24, 2016, the Debtors paid to KTB&S an initial Retainer amount of $300,000. Klee Tuchin will also be reimbursed for reasonable out-of-pocket expenses incurred. Lee R. Bogdanoff, founding partner in the law firm of Klee Tuchin Bogdanoff & Stern LLP assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Klee Tuchin can be reached at: Lee R. Bogdanoff, Esq. KLEE TUCHIN BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067 Tel: (310) 407-4000 Fax: (310) 407-9090 E-mail: lbogdanoff@ktbslaw.com About Vestis Group Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Judge Laurie Selber Silverstein is assigned to the cases. VESTIS RETAIL: Hires Kurtzman Carson as Admin. Agent ---------------------------------------------------- Vestis Retail Group, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as administrative agent to the Debtors, nunc pro tunc to April 18, 2016. Vestis Retail requires Kurtzman Carson to: (a) assist with, among other things, solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of any chapter 11 plan(s) in these Cases (the "Balloting Services"); (b) generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) in connection with the Balloting Services, handling requests for documents from parties in interest, including, if applicable, brokerage firms, bank back- offices, and institutional holders; (d) gather data in conjunction with the preparation, and assisting with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; (e) provide a confidential data room; (f) manage and coordinate any distributions pursuant to a confirmed chapter 11 plan in these Cases (or otherwise); and (g) provide such other processing, noticing, solicitation, balloting, and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors or the Court. Kurtzman Carson will be paid at these hourly rates: Executive Vice President Waived Director/Senior Managing Consultant $195 Consultant/Senior Consultant $78-$178 Technology/Programming Consultant $39-$78 Clerical $28-$55 Before the filing of the Bankruptcy Cases, the Debtors paid Kurtzman Carson a retainer of $25,000. Kurtzman Carson seeks to hold the retainer under the Services Agreement during the Bankruptcy Cases as security for the payment of fees and expenses incurred under the Services Agreement. Kurtzman Carson will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan Gershbein, Senior Vice President, 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. Kurtzman Carson can be reached at: Evan Gershbein KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Avenue, El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 About Vestis Group Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Judge Laurie Selber Silverstein is assigned to the cases. VESTIS RETAIL: Hires Young Conaway as Delaware Counsel ------------------------------------------------------ Vestis Retail Group, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as counsel to the Debtors, nunc pro tunc to April 18, 2016. Vestis Retail requires Young Conaway to: -- provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; -- prepare and pursue confirmation of a plan and approval of a disclosure statement; -- prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; -- appear in Court and protect the interests of the Debtors before the Court; and -- perform all other legal services for the Debtors that may be necessary and proper in these proceedings. Young Conaway will be paid at these hourly rates: Robert S. Brady $850.00 Jaime Luton Chapman $505.00 Robert F. Poppiti, Jr. $480.00 Ashley E. Jacobs $395.00 Chad A. Corazza (paralegal) $210.00 Young Conaway received a retainer in the amount of $125,000 on April 4, 2016 and a supplemental retainer in the amount of $20,000 on April 15, 2016 in connection with the planning and preparation of initial documents and its proposed postpetition representation of the Debtors. Young Conaway applied the full amount of the Retainer to the outstanding balance as of the Petition Date, including fees and expenses associated with the filing of these Cases. Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert S. Brady, partner in the firm of Young Conaway Stargatt & Taylor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Young Conaway can be reached at: Robert S. Brady, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com About Vestis Group Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Judge Laurie Selber Silverstein is assigned to the cases. VICTORIA TEODORESCU: Has $2.2MM Stalking Horse Bid for Property --------------------------------------------------------------- Victoria Teodorescu on June 9, 2016, at 10:00 a.m., will seek approval from the U.S. Bankruptcy Court for the Southern District of New York to sell her property located at 7 Buckskill Road, East Hampton, New York, to Gary Kravetz for $2.2 million, subject to higher and better offers. Ms. Teodorescu and ex-spouse Radu Teodorescu are co-owners of the Real Property. There are three mortgages recorded against the Property: the balance due to Bank of America is $470,000; the balance due to JPMorgan Chase Bank is $424,000; and the balance to TD Bank is $1.57 million. Mr. Kravetz has agreed to pay the sum of $2,200,000 for the purchase of the Real Property. The terms of the sale were negotiated between the Debtor and Mr. Kravetz at arm's length and in good faith. Radu, as co-owner, has consented to the sale. Radu has also acknowledged that he has no interest in and to any of the sale proceeds received from the sale of the Real Property, and that all such sale process will be available for and administered by the Debtor's chapter 11 bankruptcy estate. Any party wishing to submit a higher or better offer for the purchase of the Real Property must submit a written offer to John Healy of Southeby's International Realty not later than June 2, 2016, at 5:00 p.m. If the Debtor determines that any valid offer is higher or better than the offer received from Kravetz, the offer will be presented to the Court at the June 9 hearing. Victoria Teodorescu sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-23450) in 2014. VINCE INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Negative --------------------------------------------------------- S&P Global Ratings affirmed its ratings, including the 'B' corporate credit rating, on New York-based Vince Intermediate Holding LLC. The outlook remains negative. The rating affirmation follows S&P's reassessment of Vince's liquidity profile to adequate (from less than adequate) after the company's announcement that it completed its previously announced rights offering and received $65 million in gross proceeds from its existing shareholders. S&P expects the company to use the proceeds to repay its postponed tax receivable liability of about $22 million and invest the remainder in growth and operational improvements. S&P's ratings on Vince reflect its narrow product focus and customer concentration in premium priced women's apparel. S&P believes these factors make its operations susceptible to fashion risk and changes in consumer tastes. The ratings also reflect deteriorating credit protection measures due to pressured profitability. S&P anticipate debt leverage increasing to the high-5x area during the first two to three quarters of 2016 (fiscal year ending January 2017), before improving toward the low-5x area at end of the year and below 5x in the subsequent quarters. The outlook is negative. S&P could consider lowering the ratings if it believes the company's efforts to restore operating and financial performance are not successful and sales and margin trends continue to decline, leading to debt leverage increasing toward 6x. In addition, a lower rating could result if liquidity is eroded or if the company's majority shareholder requests immediate payment of what it is owed under the tax receivable agreement, without simultaneously providing fresh equity. S&P could consider revising the outlook to stable if management's initiatives focused on improving sales and the company's inventory position are successful and operating trends stabilize, leading to better operating margins and S&P's belief that the company could generate positive free operating cash flow during 2016 (fiscal year ending in January 2017). VISUALANT INC: Granted Tenth Patent re ChromaID Technology ---------------------------------------------------------- Visualant, Inc., announced that it has received its tenth patent relating to its ChromaID technology. The newly issued patent describes an enhancement of the foundational ChromaID technology through its unique use of an array of variable wavelength LED emitters and photodiode detectors to measure the scattering of electromagnetic energy from a solid, fluid or a gas. Visualant ChromaID is an identification, authentication and diagnostic platform technology that provides for a wide variety of real-time and real world applications. They include, but are not limited to: * Determining if water is potable * Detecting explosive residue * Authenticating driver's licenses, passports and access control cards * Detecting illegal drugs * Grading and certifying diamonds and other gem stones * Checking for counterfeit fluids including olive oil, wine and spirits * Confirming that the correct fluid is flowing through the IV drip line * Determining the butterfat content of milk The patent issued by the United States Office of Patents and Trademarks is US Patent No. 9,316,581 B2 and is entitled "Method, Apparatus, and Article to Facilitate Evaluation of Substances Using Electromagnetic Energy." This newly issued patent continues the growth of the Visualant intellectual property portfolio. The Company continues to have a significant number of pending patents and aggressively works to expand the reach of its technology. Visualant's ChromaID technology was invented when Dr. Thomas Furness, known as the "Father of Virtual Reality," and a professor at the University of Washington, recognized that most materials in nature exhibit a unique light signature when stimulated by visible and invisible structured coherent light sources. 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. VUZIX CORP: Incurs $4.16 Million Net Loss in First Quarter ---------------------------------------------------------- Vuzix Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $4.16 million on $364,000 of total sales for the three months ended March 31, 2016, compared to a net loss available to common shareholders of $5.44 million on $809,000 of total sales for the same period in 2015. As of March 31, 2016, Vuzix had $15.7 million in total assets, $3.13 million in total liabilities and $12.55 million in total stockholders' equity. As of March 31, 2016, the Company had cash and cash equivalents of $8.21 million, a decrease of $3.66 million from $11.9 million as of Dec. 31, 2015. At March 31, 2016, the Company had current assets of $12.5 million compared to current liabilities of $1.44 million which resulted in a positive working capital position of $11.0 million. At Dec. 31, 2015, the Company had current assets of $16.5 million compared to current liabilities of $1,802,122 which resulted in a working capital position of $14.7 million. The Company's current liabilities are comprised principally of accounts payable and accrued expenses. A full-text copy of the Form 10-Q is available for free at: https://is.gd/xkED7f About Vuzix Corporation Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the consumer, commercial and entertainment markets. The Company's products, personal display devices that offer users a portable high quality viewing experience, provide solutions for mobility, wearable displays and virtual and augmented reality. Vuzix holds 33 patents and 15 additional patents pending and numerous IP licenses in the Video Eyewear field. Founded in 1997, Vuzix is a public company with offices in Rochester, NY, Oxford, UK and Tokyo, Japan. Vuzix Corporation reported a net loss attributable to common stockholders of $14.94 million on $2.74 million of total sales for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $7.86 million on $3.03 million of total sales for the year ended Dec. 31, 2014. WAFERGEN BIO-SYSTEMS: Incurs $4.4-Mil. Net Loss in First Quarter ---------------------------------------------------------------- WaferGen Bio-Systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.41 million on $1.93 million of total revenue for the three months ended March 31, 2016, compared to a net loss of $4.81 million on $1.14 million of total revenue same period in 2015. As of March 31, 2016, the Company had $18.66 million in total assets, $7.11 million in total liabilities and $11.55 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/8qm4Xx About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $19.99 million on $7.16 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.7 million on $6 million of total revenue for the year ended Dec. 31, 2014. WARREN RESOURCES: Moody's Cuts Rating to 'C' After Missed Payment ----------------------------------------------------------------- Moody's Investors Service downgraded Warren Resources Inc.'s Corporate Family Rating to C from Ca, Probability of Default Rating (PDR) to C-PD/LD from Ca-PD. This action follows Warren's non-payment of interest on the unsecured notes. Concurrently Moody's affirmed the unsecured notes rating of C. The Speculative Grade Liquidity (SGL) Rating was affirmed at SGL-4 and the rating outlook remains negative. A complete list of rating actions is: Downgrades: Issuer: Warren Resources, Inc. Probability of Default Rating, Downgraded to C-PD/LD from Ca-PD Corporate Family Rating, Downgraded to C from Ca Affirmations: Speculative Grade Liquidity Rating, Affirmed at SGL-4 Senior Unsecured Notes, Affirmed at C (LGD changed to LGD6 from LGD5) Outlook Actions: Issuer: Warren Resources, Inc. Outlook remains negative RATINGS RATIONALE Warren elected not to make the approximately $7.5 million interest payment due on Feb. 1, 2016, on its unsecured notes. The applicable 30-day grace period for such interest payment has expired, and consequently an event of default under the indenture governing such notes has occurred and is continuing. As of March 31, 2016, Warren's first lien creditors held debt of approximately $235 million in principal amount, second lien creditors held debt of approximately $52 million in principal amount, and investors held approximately $167 million principal amount of Warren's unsecured senior notes. The event of default status gives the indenture trustee and the holders of not less than 25% in aggregate principal amount of the unsecured notes the right declare the entire principal amount of the notes plus accrued and unpaid interest due and payable. In addition, this status has resulted in events of default under Warren's first lien credit facility and its second lien credit facility, entitling the administrative agents and lead lenders thereunder to declare all obligations under those credit facilities to be immediately due and payable. However, thus far, no such acceleration of Warren's debt obligations has occurred. Moody's considers Warren's election to not make the interest payment on the unsecured notes an event of default, under Moody's definition of default. As noted above, Moody's appended the C-PD PDR with a "/LD" designation indicating limited default. The "/LD" designation will be removed three business days hereafter. The downgrade of the CFR to C from Ca reflects Moody's view on the potential overall recovery to be less than 25%. If the company files for bankruptcy protection or performs an out of court restructuring, the PDR will be downgraded to D-PD. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Warren Resources, Inc., headquartered in Denver, Co is an independent exploration and production company with operations primarily focused on oil production in California and natural gas production in Pennsylvania and Wyoming. WILLMAN CONSTRUCTION: Chicago Regional Appointed to Committee ------------------------------------------------------------- The U.S. trustee for Region 12 on May 13 appointed one more creditor to serve on Willman Construction, Inc.'s official committee of unsecured creditors: (1) Chicago Regional Council of Carpenters, Local 4 c/o Gregory N. Freerksen Whitfield, McGann & Ketterman, Ltd. 111 East Wacker Drive, Suite 2600 Chicago, IL 60601 Phone: (312) 251-9700 Fax: (312) 251-9701 The bankruptcy watchdog had earlier appointed Art-O-Lite Electric, Johnson Contracting Co. and W.F. Scott Decorating, Inc., court filings show. About Willman Construction Willman Construction, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Iowa (Davenport) (Case No. 16-00774) on April 15, 2016. The petition was signed by Mark. Willman, authorized representative. The Debtor is represented by Dale G. Haake, Esq., at Katz Nowinski P.C. The case is assigned to Judge Lee M. Jackwig. The Debtor disclosed total assets of $521,700 and total debts of $1.2 million. WOODVILLE LUMBER: Hires Locke Lord as Counsel --------------------------------------------- Woodville Lumber, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Locke Lord LLP as counsel to the Debtors. Woodville Lumber requires Locke Lord to: -- advise the Debtors with respect to their powers and duties as debtors and debtors in possession in the continued management and operation of their business and properties; -- advise and consult on the conduct of the Debtors' Bankruptcy Cases, including all of the legal and administrative requirements of operating in chapter 11; -- attend meetings and negotiating with representatives of creditors, Debtors' employees and other parties in interest; -- advise the Debtors in connection with any contemplated sales of assets or business combinations, including the negotiation of asset, stock purchase, merger or joint venture agreements, formulating and implementing bidding procedures, evaluating competing offers, drafting appropriate corporate documents with respect to the proposed sales, and counseling the Debtors in connection with the closing of such sales; -- advise the Debtors in connection with postpetition financing and cash collateral arrangements and negotiating and drafting documents relating thereto, providing advice and counsel with respect to prepetition financing arrangements, and providing advice to the Debtors in connection with the emergence financing and capital structure, and negotiating and drafting documents relating thereto; -- advise the Debtors on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; -- provide advice to the Debtors with respect to legal issues arising in or relating to the Debtors' ordinary course of business including attendance at senior management meetings, meetings with the Debtors' financial and turnaround advisors and meetings of the board of directors, and advice on employee, workers' compensation, employee benefits, executive compensation, tax, environmental, banking, insurance, securities, corporate, business operation, contracts, joint ventures, real property and press/public affairs and regulatory matters; -- take necessary action to protect and preserve the Debtors' estates, including the prosecution of actions and proceedings on their behalf, the defense of any actions and proceedings commenced against those estates, negotiations concerning all litigation in which the Debtors may be involved and objections to claims filed against the Debtors' estates; -- prepare on behalf of the Debtors motions, applications, answers, orders, reports and papers necessary to the administration of the Debtors' estates; -- negotiate and prepare on the Debtors' behalf plan(s) of reorganization or liquidation, disclosure statement(s) and all related agreements and/or documents and taking any necessary action on behalf of the Debtors to obtain confirmation of such plan(s); -- attend meetings with third parties and participating in negotiations with respect to the above matters; -- appear before this Court, other courts, and the Office of the United States Trustee; -- meet and coordinate with other counsel and other professionals retained on behalf of the Debtors and approved by this Court; and -- performing all other necessary legal services and providing all other necessary legal advice to the Debtors in connection with these chapter 11 cases. Locke Lord will be paid at these hourly rates: W. Steven Bryant $550 Corby D. Boldissar $550 Bradley C. Knapp $475 Ashley Linn Lohr $175 Locke Lord will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge, 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. Locke Lord can be reached at: W. Steven Bryant LOCKE LORD LLP 600 Travis Street, Ste. 2800 Houston, TX 77002 Tel: (713) 226-1489 Fax: (713) 229-2536 E-mail: sbryant@lockelord.com About Woodville Lumber Woodville Lumber Inc., Woodville Lumber II, LLC and GP Lumber, LLC each filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Texas (Lufkin) (Case Nos. 16-90088 to 16-90090) on April 4, 2016. The Debtors are represented by William Steven Bryant, Esq., at Locke Lord LLP. Each of the Debtors has an estimated assets and debts of $10 million to $50 million. [*] Global Speculative-Grade Default Rate Up Again, Moody's Says ---------------------------------------------------------------- Moody's Investors Service forecasts that the global speculative-grade default rate will continue to rise this year, to reach 5.0% in November. Thereafter, it will stabilize in the range of 4.5%-5.0% through April 2017. "We expect the oil price slump to continue to place upward pressure on corporate defaults," said Sharon Ou, a Moody's Vice President and Senior Credit Officer. "Nonetheless, high-yield spreads have tightened noticeably in the past two months, signaling that the default rate could taper off next year." In the US, the default rate is expected to climb to 6.2% by the end of 2016, but a continued slow pace of defaults in Europe will keep the European speculative-grade default rate below 3.0% over the next 12 months, acting as a damper on the overall, global rate. Continued stress from low oil and gas prices will see high default rates in the commodities sectors in the coming year, however. In the US, the default rate for Moody's-rated metals & mining companies is forecast to climb to 11.5%, and for oil & gas companies to increase to 10.3%. In Europe, defaults are expected to be highest in the metals & mining sector, followed by forest products & paper. Forty-six defaults were recorded in the first four months of 2016, with 18 of these in the oil & gas sector and nine in metals & mining. In contrast, there were 29 defaults from January through April last year. Among the 10 Moody's-rated issuers that defaulted last month were Peabody Energy Corporation and Energy XXI Gulf Coast Inc., both of which filed for bankruptcy. "If defaults continue at the current pace for the remainder of the year, the default count for 2016 will come in at 138, which would match our February prediction," Ou added. The rise in defaults has also led to an increase in the trailing 12-month global speculative-grade default rate, which edged up 4.0% in April from 3.9% the prior month. In the US, the comparable rate rose to 4.4% from 4.3%, and in Europe it retreated to 2.5% from 2.7%. At this time last year, the US rate stood at 1.7% and the European rate was 2.3%. Moody's research subscribers can access this report at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1027083 [^] BOND PRICING: For the Week from May 9 to 13, 2016 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CAS 12.750 73.750 12/15/2016 A. M. Castle & Co CAS 7.000 46.250 12/15/2017 ACE Cash Express Inc AACE 11.000 48.500 2/1/2019 ACE Cash Express Inc AACE 11.000 48.500 2/1/2019 Affinion Group Inc AFFINI 7.875 53.375 12/15/2018 Affinion Investments LLC AFFINI 13.500 43.125 8/15/2018 Alpha Appalachia Holdings Inc ANR 3.250 0.998 8/1/2015 Alpha Natural Resources Inc ANR 6.000 0.688 6/1/2019 Alpha Natural Resources Inc ANR 9.750 0.750 4/15/2018 Alpha Natural Resources Inc ANR 6.250 1.079 6/1/2021 Alpha Natural Resources Inc ANR 3.750 0.875 12/15/2017 Alpha Natural Resources Inc ANR 7.500 0.500 8/1/2020 Alpha Natural Resources Inc ANR 7.500 0.475 8/1/2020 Alpha Natural Resources Inc ANR 7.500 0.500 8/1/2020 American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019 American Eagle Energy Corp AMZG 11.000 16.375 9/1/2019 American Gilsonite Co AMEGIL 11.500 55.500 9/1/2017 American Gilsonite Co AMEGIL 11.500 55.250 9/1/2017 Arch Coal Inc ACI 7.250 0.875 6/15/2021 Arch Coal Inc ACI 7.250 0.500 10/1/2020 Arch Coal Inc ACI 8.000 1.000 1/15/2019 Arch Coal Inc ACI 8.000 1.622 1/15/2019 Armstrong Energy Inc ARMS 11.750 42.654 12/15/2019 Armstrong Energy Inc ARMS 11.750 42.000 12/15/2019 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 7.750 14.903 1/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 17.626 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 16.625 8/15/2021 Atlas Energy Holdings Operating Co LLC / Atlas Resource Finance Corp ARP 9.250 16.625 8/15/2021 Avaya Inc AVYA 10.500 21.500 3/1/2021 Avaya Inc AVYA 10.500 27.000 3/1/2021 BPZ Resources Inc BPZR 6.500 5.000 3/1/2015 BPZ Resources Inc BPZR 6.500 2.675 3/1/2049 Basic Energy Services Inc BAS 7.750 33.850 2/15/2019 Berry Petroleum Co LLC LINE 6.750 22.688 11/1/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 8.000 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 8.550 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 7.750 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 7.750 10/15/2020 Caesars Entertainment Operating Co Inc CZR 10.000 42.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 12.750 42.500 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 41.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 38.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 42.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 42.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 42.375 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.250 10/1/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Claire's Stores Inc CLE 8.875 23.250 3/15/2019 Claire's Stores Inc CLE 10.500 54.550 6/1/2017 Claire's Stores Inc CLE 7.750 20.500 6/1/2020 Claire's Stores Inc CLE 7.750 21.375 6/1/2020 Clean Energy Fuels Corp CLNE 7.500 87.060 8/30/2016 Cliffs Natural Resources Inc CLF 5.950 61.861 1/15/2018 Community Choice Financial Inc CCFI 10.750 47.850 5/1/2019 Comstock Resources Inc CRK 7.750 18.000 4/1/2019 Comstock Resources Inc CRK 9.500 18.025 6/15/2020 Creditcorp CRECOR 12.000 52.000 7/15/2018 Creditcorp CRECOR 12.000 52.000 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 44.805 5/1/2019 DynCorp International Inc DCP 10.375 71.230 7/1/2017 EPL Oil & Gas Inc EXXI 8.250 7.875 2/15/2018 EXCO Resources Inc XCO 8.500 19.400 4/15/2022 EXCO Resources Inc XCO 7.500 32.000 9/15/2018 Eagle Rock Energy Partners LP / Eagle Rock Energy Finance Corp EROC 8.375 16.750 6/1/2019 Emerald Oil Inc EOX 2.000 2.000 4/1/2019 Endeavour International Corp END 12.000 1.017 3/1/2018 Endeavour International Corp END 12.000 1.017 3/1/2018 Energy & Exploration Partners Inc ENEXPR 8.000 1.970 7/1/2019 Energy & Exploration Partners Inc ENEXPR 8.000 1.970 7/1/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 11.250 60.125 11/1/2017 Energy Future Holdings Corp TXU 9.750 20.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 3.000 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 4.000 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 20.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 4.000 8/15/2017 Energy XXI Gulf Coast Inc EXXI 11.000 37.188 3/15/2020 Energy XXI Gulf Coast Inc EXXI 9.250 4.000 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.500 4.750 12/15/2021 Energy XXI Gulf Coast Inc EXXI 6.875 4.875 3/15/2024 Energy XXI Gulf Coast Inc EXXI 7.750 4.500 6/15/2019 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FTS International Inc FTSINT 6.250 19.142 5/1/2022 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Home Loan Banks FHLB 3.330 99.409 4/8/2030 Federal Home Loan Banks FHLB 2.330 99.548 2/24/2022 Federal Home Loan Banks FHLB 1.000 99.578 2/20/2018 Federal Home Loan Banks FHLB 2.400 99.981 9/6/2022 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Forbes Energy Services Ltd FES 9.000 46.410 6/15/2019 GEO Group Inc/The GEO 6.625 103.720 2/15/2021 Gibson Brands Inc GIBSON 8.875 49.000 8/1/2018 Gibson Brands Inc GIBSON 8.875 55.375 8/1/2018 Gibson Brands Inc GIBSON 8.875 49.800 8/1/2018 Goodman Networks Inc GOODNT 12.125 47.875 7/1/2018 Goodrich Petroleum Corp GDPM 8.875 4.875 3/15/2018 Goodrich Petroleum Corp GDPM 8.875 0.583 3/15/2018 Gymboree Corp/The GYMB 9.125 50.125 12/1/2018 Halcon Resources Corp HKUS 9.750 20.100 7/15/2020 Halcon Resources Corp HKUS 8.875 24.181 5/15/2021 Halcon Resources Corp HKUS 13.000 31.000 2/15/2022 Halcon Resources Corp HKUS 9.250 20.500 2/15/2022 Halcon Resources Corp HKUS 13.000 36.000 2/15/2022 Hanover Insurance Group Inc/The THG 6.375 119.000 6/15/2021 Horsehead Holding Corp ZINC 3.800 4.000 7/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 Horsehead Holding Corp ZINC 9.000 20.000 6/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 Horsehead Holding Corp ZINC 10.500 55.500 6/1/2017 ION Geophysical Corp IO 8.125 55.000 5/15/2018 Illinois Power Generating Co DYN 7.000 40.511 4/15/2018 Iracore International Holdings Inc IRACOR 9.500 57.497 6/1/2018 Iracore International Holdings Inc IRACOR 9.500 57.497 6/1/2018 IronGate Energy Services LLC IRONGT 11.000 25.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 24.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 24.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 24.500 7/1/2018 Key Energy Services Inc KEG 6.750 26.150 3/1/2021 Las Vegas Monorail Co LASVMC 5.500 3.125 7/15/2019 Legacy Reserves LP / Legacy Reserves Finance Corp LGCY 8.000 34.750 12/1/2020 Lehman Brothers Holdings Inc LEH 4.000 3.740 4/30/2009 Lehman Brothers Holdings Inc LEH 1.600 3.740 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 3.740 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.740 3/3/2009 Lehman Brothers Holdings Inc LEH 5.000 3.740 2/7/2009 Lehman Brothers Holdings Inc LEH 2.070 3.740 6/15/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Liberty Interactive LLC LINTA 1.000 87.050 9/30/2043 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 18.000 10/31/2017 Linn Energy LLC / Linn Energy Finance Corp LINE 8.625 13.375 4/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 13.375 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 7.750 11.007 2/1/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 13.375 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 12.000 21.750 12/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 13.500 9/15/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 84.000 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 13.250 11/1/2019 Logan's Roadhouse Inc LGNS 10.750 8.550 10/15/2017 MBIA Insurance Corp MBI 11.888 30.000 1/15/2033 MBIA Insurance Corp MBI 11.888 22.000 1/15/2033 MF Global Holdings Ltd MF 3.375 23.500 8/1/2018 MF Global Holdings Ltd MF 9.000 23.500 6/20/2038 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 20.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 8.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 8.000 5/15/2018 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.750 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 12.000 9.000 6/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 96.250 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.673 10/1/2020 Modular Space Corp MODSPA 10.250 51.000 1/31/2019 Modular Space Corp MODSPA 10.250 50.000 1/31/2019 Molycorp Inc MCP 10.000 7.000 6/1/2020 Molycorp Inc MCP 5.500 0.607 2/1/2018 Morgan Stanley MS 1.418 99.368 5/23/2016 Murray Energy Corp MURREN 11.250 15.000 4/15/2021 Murray Energy Corp MURREN 11.250 19.000 4/15/2021 Murray Energy Corp MURREN 9.500 15.000 12/5/2020 Murray Energy Corp MURREN 9.500 15.000 12/5/2020 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 22.000 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 29.000 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 22.875 5/15/2019 Nine West Holdings Inc JNY 8.250 28.000 3/15/2019 Nine West Holdings Inc JNY 6.125 16.190 11/15/2034 Nine West Holdings Inc JNY 6.875 17.701 3/15/2019 Nine West Holdings Inc JNY 8.250 25.875 3/15/2019 Nuverra Environmental Solutions Inc NESC 9.875 31.000 4/15/2018 OMX Timber Finance Investments II LLC OMX 5.540 12.000 1/29/2020 Optima Specialty Steel Inc OPTSTL 12.500 78.125 12/15/2016 Optima Specialty Steel Inc OPTSTL 12.500 78.000 12/15/2016 Peabody Energy Corp BTU 6.000 11.500 11/15/2018 Peabody Energy Corp BTU 6.500 11.375 9/15/2020 Peabody Energy Corp BTU 6.250 11.108 11/15/2021 Peabody Energy Corp BTU 10.000 12.000 3/15/2022 Peabody Energy Corp BTU 7.875 11.125 11/1/2026 Peabody Energy Corp BTU 10.000 11.875 3/15/2022 Peabody Energy Corp BTU 6.000 11.000 11/15/2018 Peabody Energy Corp BTU 6.000 11.000 11/15/2018 Peabody Energy Corp BTU 6.250 11.250 11/15/2021 Peabody Energy Corp BTU 6.250 11.250 11/15/2021 Penn Virginia Corp PVAH 7.250 26.865 4/15/2019 Penn Virginia Corp PVAH 8.500 28.500 5/1/2020 Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 Permian Holdings Inc PRMIAN 10.500 38.625 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 22.250 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 21.930 4/1/2021 PetroQuest Energy Inc PQ 10.000 54.556 9/1/2017 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 34.750 10/1/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 34.875 10/1/2018 Quicksilver Resources Inc KWKA 9.125 0.750 8/15/2019 Quicksilver Resources Inc KWKA 11.000 2.500 7/1/2021 Rex Energy Corp REXX 8.875 18.880 12/1/2020 Rex Energy Corp REXX 6.250 10.000 8/1/2022 River Rock Entertainment Authority RIVER 9.000 13.000 11/1/2018 Rolta LLC RLTAIN 10.750 54.750 5/16/2018 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 SFX Entertainment Inc SFXE 9.625 2.000 2/1/2019 Sabine Oil & Gas Corp SOGC 7.500 1.125 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 1.050 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 1.050 9/15/2020 Samson Investment Co SAIVST 9.750 0.875 2/15/2020 SandRidge Energy Inc SD 8.750 35.000 6/1/2020 SandRidge Energy Inc SD 8.750 7.050 1/15/2020 SandRidge Energy Inc SD 8.125 6.250 10/15/2022 SandRidge Energy Inc SD 7.500 5.755 3/15/2021 SandRidge Energy Inc SD 7.500 6.250 2/15/2023 SandRidge Energy Inc SD 8.750 34.563 6/1/2020 SandRidge Energy Inc SD 8.125 6.000 10/16/2022 SandRidge Energy Inc SD 7.500 6.000 2/16/2023 SandRidge Energy Inc SD 7.500 6.000 3/15/2021 SandRidge Energy Inc SD 7.500 6.000 3/15/2021 Sequa Corp SQA 7.000 25.000 12/15/2017 Sequa Corp SQA 7.000 24.625 12/15/2017 Sequenom Inc SQNM 5.000 65.250 1/1/2018 Seventy Seven Energy Inc SSE 6.500 6.200 7/15/2022 Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019 Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017 Speedy Group Holdings Corp SPEEDY 12.000 45.750 11/15/2017 SquareTwo Financial Corp SQRTW 11.625 10.300 4/1/2017 Stone Energy Corp SGY 7.500 24.500 11/15/2022 Stone Energy Corp SGY 1.750 27.625 3/1/2017 SunEdison Inc SUNE 2.000 8.000 10/1/2018 SunEdison Inc SUNE 5.000 22.000 7/2/2018 SunEdison Inc SUNE 0.250 5.750 1/15/2020 SunEdison Inc SUNE 2.375 5.125 4/15/2022 SunEdison Inc SUNE 2.750 5.750 1/1/2021 SunEdison Inc SUNE 3.375 5.125 6/1/2025 SunEdison Inc SUNE 2.625 4.750 6/1/2023 Swift Energy Co/Texas SFY 7.875 4.500 3/1/2022 Swift Energy Co/Texas SFY 7.125 6.630 6/1/2017 Swift Energy Co/Texas SFY 8.875 5.500 1/15/2020 Syniverse Holdings Inc SVR 9.125 50.500 1/15/2019 TMST Inc THMR 8.000 7.375 5/15/2013 Talen Energy Supply LLC TLN 6.200 100.000 5/15/2016 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 31.000 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 31.250 2/15/2018 TerraVia Holdings Inc TVIA 6.000 52.000 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.000 24.397 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 32.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 6.063 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.125 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 6.125 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 30.750 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.000 11/1/2015 Triangle USA Petroleum Corp TPLM 6.750 18.000 7/15/2022 Triangle USA Petroleum Corp TPLM 6.750 19.375 7/15/2022 UCI International LLC UCII 8.625 28.750 2/15/2019 Vanguard Natural Resources LLC / VNR Finance Corp VNR 7.875 20.468 4/1/2020 Venoco Inc VQ 8.875 3.840 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 13.500 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 0.993 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 1.213 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 1.213 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Violin Memory Inc VMEM 4.250 29.196 10/1/2019 W&T Offshore Inc WTI 8.500 19.500 6/15/2019 Walter Energy Inc WLTG 9.500 13.000 10/15/2019 Walter Energy Inc WLTG 9.500 16.125 10/15/2019 Walter Energy Inc WLTG 9.500 16.125 10/15/2019 Walter Energy Inc WLTG 9.500 16.125 10/15/2019 Warren Resources Inc WRES 9.000 2.097 8/1/2022 Warren Resources Inc WRES 9.000 2.097 8/1/2022 Warren Resources Inc WRES 9.000 2.097 8/1/2022 Zayo Group LLC / Zayo Capital Inc ZAYOGR 10.125 106.125 7/1/2020 iHeartCommunications Inc IHRT 10.000 44.000 1/15/2018 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***