/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160527.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 27, 2016, Vol. 20, No. 148 Headlines 8110 AERO DRIVE: Case Summary & 20 Largest Unsecured Creditors ADMI CORP: Moody's to Retain B2 CFR on Proposed Loan Add-On AKORN INC: Moody's Affirms B1 CFR, Outlook Positive ALPHA NATURAL: Ch. 11 Plan Goes to July 7 Confirmation Hearing AMERICAN CAPITAL: Fitch Alters Rating Watch to Pos. on Ares Deal AMERICAN POWER: Incurs $3.07 Million Net Loss in Second Quarter ARC TECH: Taps Mark Conway, Brian Manning as Co-Counsel ART AND ARCHITECTURE: Court Denies Lien Release Stipulation AXION INTERNATIONAL: Wins Confirmation of Liquidation Plan BALL CORP: Egan-Jones Cuts Sr. Unsecured Debt Ratings to BB BASIC ENERGY: May Issue 1 Million Shares Under Incentive Plan BBEAUTIFUL LLC: Seeks to Hire Rothman as Special Counsel BEAZER HOMES: Fitch Affirms 'B-' Issuer Default Rating BUILDERS FIRSTSOURCE: Warburg Pincus to Sell 13.3M Shares CABOT OIL: Egan-Jones Cuts FC Sr. Unsecured Rating to B+ CACTUS WELLHEAD: S&P Lowers CCR to 'B-', Outlook Negative CADILLAC NURSING: U.S. Trustee Forms 2-Member Committee CALATLANTIC GROUP: Fitch Assigns BB- Rating on $300MM Sr. Notes CALATLANTIC GROUP: S&P Rates New $300MM Unsecured Notes 'BB' CANCER GENETICS: Hal Mintz Reports 6.7% Equity Stake as of May 20 CARRICK TRUCKING: Court Junks Appeal on Constructive Trust Claim COLVER PROJECT: Moody's Affirms Ba1 Rating on Sr. Secured Debt CONN'S INC.: Moody's Cuts Corporate Family Rating to B1 CONSOL ENERGY: Egan-Jones Cuts FC Sr. Unsecured Rating to B- DATA SYSTEMS: Ch.11 Trustee Hires Henderson as Accountant DIGICEL GROUP: Fitch Affirms 'B' Issuer Default Rating DOGLEG RIGHT: Hires DeMarco-Mitchell as General Counsel DONNIE NORRIS: To Sell Orange Beach Property for $510,000 EASTMINSTER SCHOOL: Seeks to Hire Robl Law Group as Counsel EDWARD RENSI: Selling Property to A-Team for $220,500 ELBIT IMAGING: Health Canada OKs System for Tremor Treatment ELC HEALTH: Seeks to Hire Donald Jarvis as Accountant ELC HEALTH: Seeks to Hire Schneider & Stone as Bankr. Counsel EMMAUS LIFE: Incurs $1.65 Million Net Loss in Q2 2015 EMMAUS LIFE: Incurs $3.44 Million Net Loss in Q3 2015 ENERGY FUTURE: Plan Approval Schedule for E-Side Debtors Set ENERGY FUTURE: Plan Approval Schedule for TCEH Debtors Set EQT CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB FINJAN HOLDINGS: Agrees to Settle Patent Dispute with Proofpoint FINJAN HOLDINGS: Closes Purchase Agreement with Halcyon FIRSTLIGHT HYDRO: Fitch Affirms 'BB-' Rating on 2026 $320MM Bonds FORESIGHT ENERGY: Signs Transaction Support Pact with Noteholders FOREST CITY: Moody's Hikes Senior Unsecured Debt Rating to B1 FRESH & EASY: Selling Liquor License to Safeway for $25,000 FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on Revenue Bonds FULLCIRCLE REGISTRY: Incurs $160,000 Net Loss in First Quarter GASTAR EXPLORATION: Dan Wilks Reports 5.6% Stake GASTAR EXPLORATION: Wilmington Trust Named Successor Trustee GENERAL CANNABIS: Hartley Moore Expresses Going Concern Doubt GETCHELL AGENCY: Hires Purdy Powers & Co as Financial Consultant GRANITE ACQUISITION: Moody's Cuts Corporate Family Rating to Ba3 GREAT BASIN: Files Amended Form S-1 with SEC GREAT BASIN: Has Waiver Agreement with Noteholders GRIZZLY LAND: Seeks to Hire Ryley Carlock as Special Counsel HAMPSHIRE GROUP: Forbearance Agreement Extended Until June 3 HARBOR POINT: Case Summary & 4 Unsecured Creditors HCA HOLDINGS: Egan-Jones Hikes FC Sr. Unsecured Rating to BB- HEALTHEAST CARE: Fitch Lowers Rating on $149.2MM Bonds to 'BB+' HFIG OLD BRIDGE 2: Sells Gym Equipment, Intangibles for $181,000 HI-CRUSH PARTNERS: S&P Lowers CCR to 'B-', Outlook Negative HOSPITAL AUDIENCES: U.S. Trustee Forms 3-Member Committee HUMBERTO VELA: Patient Care Ombudsman Issues Sixth Report IKE ELECTRIAL: Hires Ofeck & Heinze for C&S Construction Lawsuit IKE ELECTRIAL: Taps Martin D. Eisenstein as Accountant INFRAX SYSTEMS: Reports March 31 Quarter Results IRON BRIDGE: Case Summary & 20 Largest Unsecured Creditors ISTAR INC: Appoints Geoffrey Jervis COO and CFO ISTAR INC: Stockholders Elect 7 Directors to Board J.G. NASCON: Prosthetics' $1.4MM Wins Auction for Assets JADECO CONSTRUCTION: Hires Koster Industries as Auctioneer JAG VENTURES: Seeks to Hire Coldwell Banker as Broker JODY L. KEENER: Court Junks Super Wing's Bid for AdequateProtection JTS LLC: Seeks to Hire Christopher Hoke as Special Counsel KOMODIDAD DISTRIBUTORS: Case Summary & 20 Top Unsecured Creditors LEO MOTORS: Agrees to Sell $395,000 Debentures LIFE CARE: Auction of Glenmoor Assets Set for June 24 LINDA GRAVES JELINEK: Sells Miami Beach Property for $1.575MM LOS ARBOLES APARTMENTS: Court Refuses to Reopen Dismissed Case MARIA RODRIGUEZ: Selling Property to Jones for $390,000 MCK MILLENNIUM: Exclusive Plan Filing Period Extended to June 7 MDC HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR MIDSTATES PETROLEUM: KCC Approved as Claims and Notice Agent MISSION REGIONAL: S&P Lowers Rating on $26.7MM Bonds to 'B-' N-VIRO INTERNATIONAL: Incurs $455,000 Net Loss in First Quarter NANOSPHERE INC: Has 29 Million Outstanding Common Shares NANOSPHERE INC: Has 40.1 Million Outstanding Common Shares NANOSPHERE INC: Has 44.2 Million Outstanding Common Shares NANOSPHERE INC: Luminex Hikes Acquisition Price to $1.70 Per Share NANOSPHERE INC: MMCAP International Reports 6.8% Stake NET ELEMENT: Effects Reverse Stock Split of Common Stock NET ELEMENT: Reports Growth in Transaction Processing Volume NEW YORK TIMES: Egan-Jones Hikes FC Sr. Unsecured Rating to BB- NEWPARK RESOURCES: S&P Lowers CCR to 'B-', Outlook Negative NORTH STATE OF WNY: Case Summary & 20 Largest Unsecured Creditors NUVERRA ENVIRONMENTAL: Egan-Jones Cuts FC Sr. Unsec. Rating to C OPEN TEXT: S&P Assigns 'BB' Rating on New US$500MM Notes PACIFIC EXPLORATION: Chapter 15 Cases Jointly Administered PACIFIC EXPLORATION: Provides Update on Restructuring Transaction PACIFIC EXPLORATION: Recognition Hearing Set of June 8 PANDA TEMPLE: S&P Cuts Project Finance Rating to B-, Off Watch PARAGON OFFSHORE: Can Implement Early Retirement Program PARAGON OFFSHORE: Wins OK for BDO USA to Perform Internal Audit PEABODY CORP: Accounts Receivable Program Approved on Final Basis PEABODY CORP: Draws Down Remaining $300M Under DIP Term Loan PENN VIRGINIA: U.S. Trustee Forms 3-Member Committee PERMIAN RESOURCES: S&P Raises Corporate Credit Rating to 'CCC' PERRY COUNTY: Moody's Affirms Ba1 GO Rating PINNACLE RESORT: Amends Application to Hire McLaughlin & Stern PIONEER ENERGY: May Issue 3.8 Million Shares Under Incentive Plan PIONEER ENERGY: Michael Rauh Elected to Board PIONEER ENERGY: Presented at UBS Global Conference PLASTIC2OIL INC: Incurs $670,000 Net Loss in First Quarter PLUG POWER: Stockholders Re-Elect Four Directors POINTE EDUCATIONAL: S&P Cuts Rating on 2015 Educational Bonds to BB POSTROCK ENERGY: Sec. 341 Meeting Continued to June 6 PRINCIPLES OF FAITH: $2.9MM Sale to Loveland Church Approved RETREAT AT ZIONS: Voluntary Chapter 11 Case Summary RICEBRAN TECHNOLOGIES: Extends CFO's Employment by One Year SABINE OIL: Cancels Registration of Securities SABINE OIL: Creditors' Committee, Others Oppose Plan Confirmation SALON MEDIA: Appoints Jordan Hoffner as New CEO SEAGATE TECHNOLOGY: Egan-Jones Cuts FC Sr. Unsec. Rating to BB SHANTA CORPORATION: Patient Ombudsman Satisfied With Care Quality SHIRLEY MCCLURE: Selling Rossmore Property for $919,000 SIRIUS XM: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ SPENDSMART NETWORKS: Had $4.87 Million Net Loss in First Quarter SPORTS AUTHORITY: Can Assume Closing Store Agreement SPORTS AUTHORITY: Can Implement Key Employee Retention Plan SPORTS AUTHORITY: Wilmington Savings Appeals Denial of Protection STELLAR BIOTECHNOLOGIES: Appoints Michael Klein, Ph.D. VP of CMC STEVEN J. ANCONA: Court Denies Bid for Reargument STOCK BUILDING: Dismissal of Weaver Cooke's Claims Affirmed SUNEDISON INC: 2015 Annual, March 31 Quarterly Reports Delayed SUNEDISON INC: BlackRock Reports 0.6% Equity Stake SUNEDISON INC: Lenders Must Approve Business Plan by June 1 SUNEDISON INC: Severs Ties with CFO Wuebbels T-L BRYWOOD: Asks Court to Dismiss Chapter 11 Case TERRAFORM PRIVATE: S&P Puts 'B-' ICR on CreditWatch Negative TEXAS PELLETS: Chapter 11 Cases Jointly Administered TEXAS PELLETS: Time to File Schedules Extended to May 31 TEXASBANC CAPITAL I: Fitch Affirms 'BB-' Preferred Stock Rating TORSPO HOCKEY: Joy Group's Suit Over Trademark Ownership Dismissed TRANSDIGM INC: Moody's Rates New $950MM Secured Term Loan Ba2 TRANSDIGM INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable TRIANGLE PETROLEUM: Terminates Talks on Potential Restructuring TRIANGLE PETROLEUM: Wells Fargo Quits as Indenture Trustee TRIPLE C FLATBED: Seeks to Hire Robl Law Group as Counsel TRISTREAM EAST: Files Schedules of Assets and Liabilities U.S. SHIPPING: S&P Affirms 'B' CCR, Outlook Stable ULTRA PETROLEUM: Posts $21.8 Million Net Loss for March 31 Quarter USA DISCOUNTERS: Georgia Suit Stayed Pending Bankr. Case VCVH HOLDING: S&P Lowers Rating on 1st Lien Debt to 'B-' VERITAS BERMUDA: Moody's Affirms B2 CFR, Outlook Stable VERSO CORP: Gets Court OK to Reject Expera Paper Supply Contract VILLA PIZZA: Exclusive Plan Filing Period Extended to Sept. 5 VINCENT ABELL: Abell, et al., Sanctioned for Spoliation of Evidence W3 CO: S&P Lowers CCR to 'CCC' on Weak Financial Measures WATERFORD FUNDING: Court Orders Closure of Suit vs. John Stone WEST CORP: Files Conflicts Minerals Report with SEC WILLIAM MONTGOMERY: Sells Property to RTG for $185,000 WTE-S&S AG: Seeks to Hire Arnstein & Lehr as Special Counsel WYNN RESORTS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB- WYNN RESORTS: Fitch Affirms 'BB' Issuer Default Ratings YELLOW CAB: Exclusive Plan Solicitation Period Extended to Aug. 2 ZYNEX INC: Incurs $444,000 Net Loss in First Quarter [*] S&P Lowers Ratings to D on 62 Classes From 42 RMBS Deals [^] BOOK REVIEW: The Financial Giants In United States History ********* 8110 AERO DRIVE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: 8110 Aero Drive Holdings, LLC 8110 Aero Drive San Diego, CA 92123 Case No.: 16-03135 Chapter 11 Petition Date: May 25, 2016 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Margaret M. Mann Debtor's Counsel: William M. Rathbone, Esq. GORDON & REES LLP 101 W Broadway, Suite 2000 San Diego, CA 92101 Tel: 619-696-6700 Fax: (619) 696-7124 E-mail: wrathbone@gordonrees.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Luz Burni, authorized representative. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AC Landscaping, Inc. Vendor Services $6,400 Ant Busters, Inc. Vendor Services $2,169 ARS Rescue Rooter Vendor Services $6,825 Barney & Barney Hotel Supplies $3,550 and services CA Baking Co, Inc. Hotel Supplies $6,617 and services City of San Diego Taxes $11,633 City Treasurer Taxes $4,079 Employment Development Dept. Payroll Taxes $3,216 Franchise Tax Board State Taxes $11,790 G&P Schick Hotel Supplies $19,428 and Services Grainger Hotel Supplies $5,897 and Services HD Supply Facilities Hotel Supplies $18,419 and Services Johnson Electric, Inc. Hotel Supplies $2,565 and Services La Jolla Boiler Hotel Supplies $5,116 and Services Makaden, Inc. Hotel Supplies $2,052 and Services Rose Munns & Chinn Legal Services $6,338 San Diego County Tax Collector County Taxes $12,839 Tony Gomez Tree Service Vendor Services $12,600 Valley Industrial Specialties Vendor Services $1,970 Inc. WeddingPages LLC Vendor Services $2,295 ADMI CORP: Moody's to Retain B2 CFR on Proposed Loan Add-On ----------------------------------------------------------- Moody's Investors Service said that ADMI Corp.'s proposed first lien term loan add-on is credit negative, but does not impact the company's credit ratings. These include the B2 Corporate Family Rating and the B1 rating on the first lien senior secured credit facilities. The rating outlook remains stable. Based in East Syracuse, New York, ADMI Corp. is a holding company whose principal operating subsidiary is Aspen Dental Management, Inc. Aspen Dental provides business support services to Aspen Dental branded dental practices owned by dentist-owned professional corporations. Aspen Dental affiliates with dentists through two structures: the Large Group Practice structure and the practice ownership program ("POP"). Under the LGP model (roughly 42% of offices), dentists are employees of the PCs, where the PCs own the medical records, patient lists, and operating records. Under the POP structure (roughly 58% of offices), dentists typically purchase the medical records from an LGP owner to acquire their own practices. The company's audited financials do not consolidate the POP practices. The company is privately held by affiliates of American Securities. Excluding POP offices, net revenues are approximately $635 million. AKORN INC: Moody's Affirms B1 CFR, Outlook Positive --------------------------------------------------- Moody's Investors Service affirmed the B1 Corporate Family Rating and B1-PD Probability of Default Rating of Akorn, Inc. Moody's also affirmed the B1 rating on the senior secured term loan, which constitutes the vast majority of the debt in the capital structure. Moody's also revised the Speculative Grade Liquidity Rating to SGL-1 (signifying very good liquidity) from SGL-2 (good liquidity). Concurrently, Moody's revised the outlook to positive from stable. The rating actions follow Akorn's filing of its restated 2014 10K and 2015 10K, along with its most recent 10Q. The company is now current on its SEC filings, following a year-long restatement and audit committee investigation into accounting practices. The positive outlook reflects the company's strong growth in earnings and cash flow over the last year. The positive trends have been fueled by reduced competition on certain products leading to gains in volume and price increases, as well as some new product launches. The company's low leverage and strong cash flow positions the company well to invest in long-term growth, both through organic investment and acquisitions. The improvement in the liquidity rating reflects the expectation for strong cash flow from operations, full availability under its $150 million ABL facility and minimal covenant constraints. Ratings affirmed: Corporate Family Rating, B1 Probability of Default Rating, B1-PD Senior secured term loan rating, B1 (LGD4) Ratings upgraded: Speculative Grade Liquidity Rating, to SGL-1 from SGL-2 The outlook is positive. RATINGS RATIONALE The B1 rating is constrained by Akorn's modest size and its niche position in the highly competitive generic drug industry where it competes against significantly larger companies. The ratings are also constrained by Akorn's concentration of profits in a limited number of products, which can lead to operating volatility when competitors enter or leave the market. The rating is also constrained by the company's history of financial reporting and internal control weaknesses. Further, Moody's expects that Akorn will return to making acquisitions, now that its financial restatements appear complete, which will likely lead to higher leverage and integration risk. The B1 rating is supported by Akorn's credit metrics, which are currently very strong, including low adjusted debt/EBITDA of around 2.0x and free cash flow to debt of around 27%. The ratings are also supported by Akorn's specialization in alternate dosage form drugs, including injectables, ophthalmics and topicals. Many of Akorn's products have relatively high barriers to entry versus typical oral solid generic drugs. This allows Akorn to garner and sustain higher profitability versus peers. The ratings could be upgraded if Akorn establishes a track record of timely SEC filings and an acquisition strategy that balances shareholder and creditor interests. Specifically, if Moody's expects adjusted debt to EBITDA will be generally sustained below 3.5 times and free cash flow to debt to be sustained above 15%, the ratings could be upgraded. Large debt financed acquisitions or share repurchases such that adjusted debt to EBITDA is expected to be sustained above 4.5 times could lead to a downgrade. Further, any significant adverse change in the competitive landscape or a material regulatory or supply issue at one of Akorn's manufacturing facilities could also lead to a downgrade. Akorn, Inc., headquartered in Lake Forest, IL, is a specialty generic pharmaceutical manufacturer. The company focuses on generic drugs in alternate dosage forms such as ophthalmic drugs, injectable drugs and others in liquid, semi-solid, topical and nasal spray dosage forms. The company reported revenues of about $1.0 billion for the twelve months ended March 31, 2016. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. ALPHA NATURAL: Ch. 11 Plan Goes to July 7 Confirmation Hearing -------------------------------------------------------------- Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, approved on May 26, 2016, the disclosure statement explaining Alpha Natural Resources, Inc., et al.'s Second Amended Joint Plan of Reorganization and scheduled the confirmation hearing for July 7, 2016, at 10:00 a.m. (Eastern Time). Prior to the hearing on the Disclosure Statement, the Debtors revised the Disclosure Statement and Plan to provide for the following claims classification and treatment: Class Treatment ------ ------------- Class 1 - Priority Claims Est. Allowed Amount: Undetermined Est. Recovery: 100% Class 2 - Secured First Lien Est. Allowed Amount: $1,080,998,258 Lender Claims Est. Recovery: Approx. 98% Class 3 - Secured Second Est. Allowed Amount: $738,842,027 Lien Noteholder Est. Recovery: Approx. 2 to 3.5% Claims Class 4 - Secured Massey Est. Allowed Amount: $110,975,516 Convertible Est. Recovery: Approx. 1.5 to 3% Noteholder Claims Class 5 - Other Secured Est. Allowed Amount: $30,718,984 Claims Est. Recovery: Approx. 100% Class 6A - Category 1 General Est. Allowed Amount: $391,523,085 Unsecured Claims to $973,632,099 Est. Recovery: Approx. 1 to 3% Class 6B - Second Lien Est. Allowed Amount: $738,842,027 Category 2 General Est. Recovery: Approx. 2 to 3.5% Unsecured Claims Class 6C - Non-Second Lien Est. Allowed Amount: $3,061,552,481 Category 2 General to $3,933,552,481 Unsecured Claims Est. Recovery: Approx. 1.5 to 3% Class 7 - Prepetition Est. Allowed Amount: $29,193,686,636 Intercompany Claims Est. Recovery: Approx. 0% Class 8 - Section 510(b) Est. Allowed Amount: N/A Securities Claims Est. Recovery: 0% Class 9 - Section 510(b) Est. Allowed Amount: N/A Old Common Stock Est. Recovery: 0% Claims Class 10 - Old Common Stock Est. Allowed Amount: N/A of ANR Interests Est. Recovery: 0% Class 11 - Subsidiary Debtor Est. Allowed Amount: N/A Equity Interests Est. Recovery: N/A The Court overruled objections to the approval of the Disclosure Statement, including objections filed by (i) H.C. Dickinson, LLC; (ii) Caterpillar Financial Services Corporation; (iii) SLS West, Inc.; (iv) Strata Safety Products, LLC; (v) Rowland Land Company, LLC; (vi) Kentucky River Properties LLC and Timberlands, LLC; (vii) Shonk Land Company, LLC; (viii) Engineered Fluid, Inc.; (ix) Honey Island Coal Co., LLC d/b/a Federal Coal Company; (x) Natural Resource Partners L.P., WPP LLC, ACIN LLC, WBRD, LLC, and Western Pocahontas Properties, LP; (xi) Kanawha Scales & Systems, Inc., Phillips Machine Service, Inc., Elite Coal Services, LLC and Superior Coal Services, LLC; (xii) Harman Mining Corporation, Harman Development Corporation, Sovereign Coal Sales, Inc., and Hugh M. Caperton; (xiii) City National Bank of West Virginia as trustee under a trust agreement with A.M. Prichard, III, Sarah Ann Prichard, and Lewis Prichard, J.A. Holley Trust, PRC Holdings, LLC, Prichard School, LLC, and Riverside Park, Inc.; (xiv) the United States Trustee; (xv) Liberty Insurance Company; (xvi) Big Sandy Coal Company, L.P.; (xvii) Lexon Insurance Company and Bond Safeguard Insurance Company; (xviii) Aspen American Insurance Company, Fidelity & Deposit Company of Maryland, Indemnity National Insurance Company, Travelers Casualty & Surety Company of America, and Zurich American Insurance Company; (xix) Sierra Club, West Virginia Highlands Conservancy and Ohio Valley Environmental Coalition; (xx) Ricky Preece; (xxi) Connie Howard Brow; (xxii) United Mine Workers of America 1974 Pension Plan and Trust; (xxiii) Chubb Companies; (xxiv) PNC Equipment Finance, LLC; (xxv) Earth Support Services, Inc. d/b/a Micon; (xxvi) Carbon Resources, Inc.; (xxvii) Swank Construction Company, LLC; (xxviii) Nina G. Preece; and (xxix) the United States of America. Objections to confirmation of the Plan must be filed with the Court so that they are received no later than June 29. A blacklined version of the Disclosure Statement dated May 25, 2016, is available at http://bankrupt.com/misc/ALPHAds0525.pdf About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. AMERICAN CAPITAL: Fitch Alters Rating Watch to Pos. on Ares Deal ---------------------------------------------------------------- Fitch Ratings has revised the Rating Watch for American Capital, Ltd.'s (ACAS; 'BB-') to Positive from Negative following ACAS's announced sale to Ares Capital Corporation (ARCC; 'BBB', Outlook Stable) for approximately $3.43 billion. Approximately $887 million of ACAS's outstanding debt, as of March 31, 2016, is affected by this rating action. A complete list of ratings follows this release. The acquisition, valued at $3.43billion, is expected to be funded in a combination of cash (51%) and stock (49%), consisting of approximately $1.7 billion of Ares stock, based on the May 20, 2016 closing stock price, $1.47 billion of cash from Ares, and $275 million of cash consideration received from the parent of Ares's external manager, Ares Management LLC (Ares Management). The transaction excludes the portion of American Capital Asset Management, LLC (ACAM) that manages American Capital Agency Corp. (AGNC) and American Capital Mortgage Investment Corp. (MTGE), which are both publicly-traded real estate investment trusts (REITs). The transaction is expected to close in the next 12 months and is subject to shareholder approval. On Nov. 25, 2015, ACAS announced that the board instructed the company to undertake a full strategic review with its advisors, Goldman Sachs and Credit Suisse, to consider alternatives to maximize shareholder value including the possible sale of part or all of its business, or to proceed with the previously announced spin-off plans. On Jan. 7, 2016, the company completed the initial phase of its strategic review and announced it would proceed with the solicitation of offers to purchase the company or its various business lines in whole or in part. KEY RATING DRIVERS IDR AND SENIOR DEBT The revision of the Rating Watch to Positive from Negative reflects Fitch's view that ACAS's sale to ARCC would have positive rating implications for ACAS's long-term Issuer Default Rating (IDR) and debt ratings, given ARCC's more favorable credit risk profile, supported by its consistent operating performance in a difficult market environment, experienced management team and relationship with Ares Capital Management, LLC, which has a very strong reputation and track record in credit. Upon consummation of the transaction, Fitch expects that ACAS's existing debt would be refinanced, at which point Fitch would likely upgrade ACAS's ratings to a level commensurate with ARCC's ratings (currently 'BBB') and subsequently withdraw the ratings as the debt would be paid in full and the issuing entity would no longer exist. ACAS's ratings are supported by its relatively low leverage, modest oil and gas exposure and sufficient liquidity to service near term maturities. As a C corporation, ACAS can retain earnings, which is also viewed favorably by Fitch. Rating constraints include ACAS's inconsistent operating strategy, outsized equity exposure relative to peers, which is subject to more valuation volatility, large levels of non-accruals and paid-in-kind (PIK) interest income, limited funding flexibility, and an inability to access the equity markets without severely diluting existing shareholders. Leverage, defined as total debt to equity, amounted to 0.20x, as of March 31, 2016, which was among the lowest compared to peer business development companies (BDCs). However, Fitch believes lower leverage is appropriate given ACAS's outsized exposure to equity and CLO investments, which represented approximately 52% at fair value, or 39% excluding ACAS's equity investment of American Capital Asset Management (ACAM), of the total investment portfolio, as of March 31, 2016. RATING SENSITIVITIES IDR AND SENIOR DEBT Fitch expects to resolve ACAS's Rating Watch upon the close of the proposed sale to ARCC, which is expected to be in the next 12 months, at which point the ratings for ACAS would be upgraded to a level commensurate with ARCC's ratings (currently 'BBB') and subsequently be withdrawn as the debt would be paid in full and the issuing entity would no longer exist. If the transaction were to fail to close, Fitch would likely revise the Rating Watch to Negative from Positive reflecting heightened strategic uncertainty for the standalone platform. That said, if ACAS's IDR were to ultimately be downgraded, Fitch recognizes that there is the potential for the outstanding senior secured and unsecured debt to stay at their current levels, subject to an assessment of ACAS's liquidity profile and asset coverage at that time. Based in Bethesda, MD, ACAS is a publicly traded private equity firm and alternative asset manager organized in 1986 which completed its IPO in 1997. As of March 31, 2016, the company managed $20 billion of assets, including balance sheet assets and fee-earning assets under management by affiliated managers with $77 billion of total assets under management. The Rating Watch for the following ratings has been revised to Positive from Negative: American Capital, Ltd. -- Long-term IDR 'BB-'; -- Senior secured debt 'BB+'; -- Senior unsecured debt 'BB-'. AMERICAN POWER: Incurs $3.07 Million Net Loss in Second Quarter --------------------------------------------------------------- American Power Group Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $3.07 million on $608,526 of net sales for the three months ended March 31, 2016, compared to a net loss available to common stockholders of $192,978 on $474,399 of net sales for the three months ended March 31, 2015. For the six months ended March 31, 2016, American Power reported a net loss available to common stockholders of $6.22 million on $1.10 million of net sales compared to net income available to common stockholders of $2.77 million on $1.53 million of net sales for the same period in 2015. As of March 31, 2016, American Power had $10.77 million in total assets, $9.04 million in total liabilities and $1.73 million in total stockholders' equity. As of March 31, 2016, the Company had $659,674 in cash, cash equivalents and restricted certificates of deposit and a working capital deficit of $825,202. A full-text copy of the Form 10-Q is available for free at: https://is.gd/QUYrND About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ For the 12 months ended Sept. 30, 2015, the Company reported a net loss available to common shareholders of $1.04 million on $2.95 million of net sales compared to a net loss available to common shareholders of $920,000 on $6.28 million of net sales for the 12 months ended Sept. 30, 2014. ARC TECH: Taps Mark Conway, Brian Manning as Co-Counsel ------------------------------------------------------- Arc Tech, Inc., and Nuweld, Inc., ask the Bankruptcy Court for authority to employ Mark J. Conway, Esq., and Brian E. Manning, Esq., as their general bankruptcy co-counsel to aid in completion of the necessary legal work associated with this case. They will be assisting the Debtors in preparing the Schedules and Statements required by the Bankruptcy Code, and otherwise perform such services as are customarily associated with the representation of a Debtor in Possession in a Chapter 11 Proceeding. Mark J. Conway, Esq., and Brian E. Manning, Esq., have agreed that the compensation due for representation of the Debtors in Possession will be based primarily upon their customary hourly rates. Their present hourly rates are $300 per hour. Paralegals and staff will be paid at their customary rates of $85 to $105 per hour. Counsel shall also be reimbursed any costs and expenses incurred in connection with the representation of the Debtor. Mark J. Conway, a partner at the firm, attests that BDO USA: (a) has no connection with the Debtors, their creditors, other parties in interest, or the attorneys or accountants of any of the foregoing, or the U.S. Trustee or any person employed by the Office of the U.S. Trustee; (b) does not hold any interest adverse to the Debtors' estates; and (c) believes it is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. The firms can be reached at: Mark J. Conway, Esq. The Law Offices of Mark J. Conway, P.C. 502 S. Blakely St. Dunmore, PA 18512 Tel: (570) 343-5350 Fax: (570) 343-5377 - and - Brian E Manning, Esq. 502 South Blakely Street, Suite B Dunmore, PA 18512 Tel: 570-558-1126 Fax: 866-559-9808 E-mail: BrianEManning@comcast.net Arc Tech, Inc., and Nuweld, Inc., sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 16-02114 and 16-02115) on May 18, 2016. Arc Tech disclosed $1 million to $10 million in assets and $10 million to $50 million in debt as of the Chapter 11 filing. Nuweld estimated $1 million to $10 million in assets and debt. ART AND ARCHITECTURE: Court Denies Lien Release Stipulation ----------------------------------------------------------- Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los angeles Division, disapproved and denied without prejudice the stipulation between Plan Agent and State of California Employment Development Department regarding release of any lien of The State of California Employment Development Department against proceeds of the sale of The Beverly Hills Property. The stipulation was made by and between Sam S. Leslie, solely in his capacity as the Plan Agent under the Modified Second Amended Plan of Reorganization of Official Committee of Unsecured Creditors through his Special Counsel, Victor A. Sahn of SulmeyerKupetz, A Professional Corporation, on the one hand, and the State of California Employment Development Department, through its employee, Tax Administrator I Andria Rodriquez. The bankruptcy case In re ART AND ARCHITECTURE BOOKS OF THE 21st CENTURY, a California corporation, Chapter 11, Debtor, Case No. 2:13-bk-14135-RK (Bankr. C.D. Calif.). A full-text copy of the Order dated April 25, 2016 is available at https://is.gd/rtzKc8 from Leagle.com. Art and Architecture Books of the 21st Century, Debtor, is represented by Jerome S. Cohen, Esq. -- jsc@cohenbordeaux.com -- Cohen & Bordeaux, LLP, Carolyn A. Dye, Thomas M. Geher, Esq. -- TGeher@jmbm.com -- Jeffer Mangels Butler & Mitchell LLP, David W. Meadows, Esq. -- david@davidwmeadowslaw.com -- Law Offices of David W. Meadows. United States Trustee (LA), U.S. Trustee, is represented by Alvin Mar. OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee, is represented by Asa S. Hami, Esq. -- ahami@sulmeyerlaw.com -- Sulmeyer Kupetz, A Prof Corp, Daniel A. Lev, Esq. -- dlev@pierceatwood.com -- Pierce Atwood LLP, David J. Richardson, Esq. -- drichardson@sulmeyerlaw.com -- Sulmeyer Kupetz, Victor A. Sahn, Esq. -- vsahn@sulmeyerlaw.com -- Sulmeyer Kupetz, Esq. -- swerth@sulmeyerlaw.com -- Sulmeyer Kupetz. Official Committee Of Unsecured Creditors, Creditor Committee, is represented by David S. Kupetz, Esq. -- dkupetz@sulmeyerlaw.com -- Sulmeyer Kupetz, Jessica Vogel, Esq. -- jvogel@sulmeyerlaw.com -- Sulmeyer Kupetz. Art and Architecture Books of the 21st Century, dba Ace Gallery, filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the U.S. Bankruptcy Court for the Central District of California, Case No. 13-14135. The petition was signed by Douglas Chrismas, president. Judge Robert Kwan presides over the case. Joseph A. Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves as counsel. The Debtor reported $1 million to $10 million in assets and $10 million to $50 million in debts. AXION INTERNATIONAL: Wins Confirmation of Liquidation Plan ---------------------------------------------------------- In the Chapter 11 cases of Axion International Holdings, Inc. and its affiliates, the Honorable Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware on May 9, 2016, entered the "Findings of Fact, Conclusions of Law, and Order Under 11 U.S.C. Sections 363 and 1129 and Federal Rules of Bankruptcy Procedure 3020 and 9019 (i) Confirming the Joint Plan of Liquidation, (ii) Approving the Global Settlement as Described in the Joint Plan of Liquidation, and (iii) the Sale of Substantially all of the Debtors' Assets as Described in the Joint Plan of Liquidation". The Joint Plan of Liquidation embodied a settlement among the proponents which included: (a) In settlement of the Lien Challenge and the Trustee Motion, Allen Kronstadt and Plastic Ties, LLP (together "Kronstadt") deposited $312,500 in cash in an escrow account with the Official Committee of Unsecured Creditors ("Committee") counsel. On the Effective Date of the Plan, the $312,500 will be transferred to the Settlement Trust. If any of the conditions to Confirmation of the Plan, as set forth in Article IX.A. thereof do not occur and are not waived, the $312,500 in the escrow account will be returned to Kronstadt. In addition, on the Effective Date, the Debtors will transfer all Avoidance Actions other than Avoidance Actions against Industrial Rigging to the Settlement Trust along with all proceeds therefrom. Such Avoidance Actions will be transferred free and clear of Liens, Claims and encumbrances, as, Kronstadt specifically releases his Liens on the Avoidance Actions. If the Effective Date of the Confirmed Plan does not occur, the Committee will be able to pursue the Lien Challenge and the Trustee Motion. (b) Through May 9, 2016, Plastic Ties has provided debtor-in-possession financing of $2,050,000 to the Debtors pursuant to the Financing Orders to allow the Debtors to operate through the Effective Date and to pay the Debtors' and the Committee's Professionals. (c) The Debtors will pay the following professional fees: (a) Gordian (investment banker to the Debtors): $200,000; (b) Bayard (bankruptcy counsel to the Company): $312,500; (c) all of the Committee's professionals in the aggregate $350,000; and (d) Greenberg Traurig (Company's general counsel): $37,500. The agreed cap on Professional fees does not include the expenses of the professionals, estimated at $30,000. (d) The Committee has covenanted not to commence or otherwise prosecute any preference action which it receives from the Debtors. (e) Debtors will use commercially reasonable efforts to keep the General Unsecured Claims in the aggregate to a maximum of $2.5 million, not including General Unsecured Claims asserted by Sicut Enterprises Limited. (f) The Debtors' obligations to Eagle Bank have been paid by the guarantors of the Eagle Bank debt, including Kronstadt. Kronstadt has agreed to waive his General Unsecured Claims, if any, arising from such payment, whether by subrogation or otherwise. The Debtors will use their commercially reasonable efforts to cause the additional guarantors to waive their respective General Unsecured Claims, if any, whether by subrogation or otherwise, arising from payment of the Eagle Bank obligations. (g) The sale of substantially all of the Debtors' assets was conducted pursuant to bidding procedures that have been approved by all of the Plan Proponents. As part of those bidding procedures, Kronstadt credit bid $2,601,000 and Plastic Ties credit bid $1,087,500 of its DIP Loan Obligations outstanding as of the auction date. (h) The Committee has adjourned the Trustee Motion sine die filed with the Bankruptcy Court by the Committee on February 4, 2016 seeking appointment of a chapter 11 trustee. The Lien Challenge Deadline has been extended to May 11, 2016 and the Committee will take no action on its Lien Challenge which included the challenges to the extent, validity and priority of certain liens of Kronstadt and the other estate causes of actions, subject to Confirmation of the Plan. Since the Plan has been confirmed, and $312,500 is made available for the benefit of General Unsecured Creditors, then the Trustee Motion shall be deemed as dismissed with prejudice and the Lien Challenge Period will expire two (2) business days after the Effective Date of the Plan. (i) This Plan provides for releases of and from all Causes of Action, and exculpation, of (i) the Debtors and their Affiliates, officers, directors, employees, members, representatives, advisors, counseling agents and any Professionals of the Debtors; and (ii) the Committee, its members in their capacity as members of the Committee on or after the Petition Date, and any Professionals of the Committee. This Plan also provides for releases of and from all Causes of Action including, without limitation, the Lien Challenge, and exculpation, of the Kronstadt Parties and their Affiliates, officers, directors, employees, members, representatives, advisors, counseling agents or any professionals of the Kronstadt Parties and their Affiliates, as well as exculpation for the Distribution Agent, the Settlement Trustee and the Settlement Trust Committee. (j) On the Effective Date, all notes, stock, instruments, certificates and other documents evidencing any claims or equity interests shall be cancelled and shall be of no further force, whether surrendered for cancellation or otherwise. There were 54,121,611 shares of common stock and the 407,998 shares of preferred stock outstanding as of May 9, 2016. A full-text copy of the Joint Plan of Liquidation is available at https://is.gd/WxrWp9 About Axion International Axion International, Inc., et al., manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of Dec. 2, 2015, Axion had 70 employees. Axion International Holdings, Inc., is a publicly-traded company (AXIH), organized under Colorado law, with executive offices located in Zanesville, Ohio. As of the Petition Date, Holdings had 54,121,611 shares of common stock, par value $0.016 per share, traded on the OTCC Bulletin Board. Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015. The petitions were signed by Donald W. Fallon, the CFO and treasurer. Judge Christopher S. Sontchi has been assigned to the cases. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors tapped Bayard, P.A., as counsel. Greenberg Traurig LLP serves as special counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esq., at the Law Offices of Sandra Mayerson. Community Bank is represented by Christopher P. Simon, Esq., and Kevin S. Mann, Esq., at Cross & Simon, LLC. BALL CORP: Egan-Jones Cuts Sr. Unsecured Debt Ratings to BB ----------------------------------------------------------- Egan-Jones Ratings Company downgraded the senior unsecured ratings on debt issued by Ball Corp. to BB from BB+ on May 6, 2016. Ball Corporation is an American company headquartered in Broomfield, Colorado, that is best known for its early production of glass jars, lids, and related products used for home canning. BASIC ENERGY: May Issue 1 Million Shares Under Incentive Plan ------------------------------------------------------------- Basic Energy Services, Inc., filed with the Securities and Exchange Commission a Form S-8 registration statement to register 1,000,000 additional shares of its common stock pursuant to the Sixth Amended and Restated Basic Energy Services, Inc. 2003 Incentive Plan, as amended effective as of May 19, 2016, not previously registered. The Board of Directors of the Company recommended for approval and, on May 19, 2016, the stockholders of the Company approved an amendment to the Plan that increased the number of shares available for issuance under the Plan from 11,350,000 to 12,350,000. A full-text copy of the prospectus is available for free at: https://is.gd/YXKF8Q 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. BBEAUTIFUL LLC: Seeks to Hire Rothman as Special Counsel -------------------------------------------------------- BBeautiful, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire The Law Offices of Barry K. Rothman as special counsel. The Debtor tapped the firm to provide legal assistance in connection with a lawsuit it will file against TrueERP, Inc. related to the rejection of their contract. Barry Rothman, Esq., the attorney expected to represent the Debtor in the lawsuit, charges $375 per hour for his services. Mr. Rothman disclosed in a declaration that his firm is a disinterested person as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Barry Rothman, Esq. The Law Offices of Barry K. Rothman 1901 Avenue of the Stars, Suite 370 Los Angeles, CA 90067 Phone: 310-557-0062 Fax: 310-557-9080 The Debtor can be reached through its counsel: Alan G. Tippie, Esq. Steven F. Werth, Esq. SulmeyerKupetz, Esq. A Professional Corporation 333 South Hope Street, 35th Floor Los Angeles, CA 90071-1406 Phone: 213.626.2311 Fax: 213.629.4520 E-mail: atippie@sulmeyerlaw.com swerth@sulmeyerlaw.com About BBeautiful LLC BBeautiful LLC sought protection under Chapter 11 of the Bankruptcy Code in the Central District of California (Los Angeles) (Case No. 16-10799) on January 22, 2016. The petition was signed by Helga Arminak, operating manager. The Debtor is represented by Steven Werth, Esq., at SulmeyerKupetz. The case is assigned to Judge Ernest M. Robles. The Debtor estimated assets of $1 million to $10 million and debts of $100,000 to $500,000. BEAZER HOMES: Fitch Affirms 'B-' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed the ratings of Beazer Homes USA, Inc. (NYSE: BZH), including the company's Issuer Default Rating (IDR) at 'B-'. The Rating Outlook has been revised to Negative from Stable. KEY RATING DRIVERS The revision of the Outlook to Negative from Stable reflects Fitch's concern regarding the company's meaningful debt maturities in 2018 and 2019. While Fitch expects further moderate growth in housing activity through 2017 and the company has executed its deleveraging strategy and improved its credit metrics, there is refinancing risk associated with its upcoming debt maturities. BZH has $300 million of senior secured notes coming due in April 2018 and about $549.6 million of senior unsecured notes maturing in mid-2019. The company's $140 million term loan also requires quarterly amortization of $17.5 million until its maturity in March 2018. The rating for BZH is based on the company's execution of its business model in the current moderately recovering housing environment, land policies, and geographic diversity. BZH's rating is also supported by the company's improving credit metrics. Risk factors include the cyclical nature of the homebuilding industry, the company's high debt load and, although improving, still weak credit metrics (particularly its high leverage), BZH's underperformance relative to its peers in certain operational and financial categories, and its current over-exposure to the credit-challenged entry level market (approximately 60% of BZH's customers are first-time home buyers). DELEVERAGING STRATEGY BZH had total debt of $1.46 billion at March 31, 2016 compared with $1.53 billion at Sept. 30, 2015. BZH has improved its credit metrics during the past few years, although leverage remains high and interest coverage is still low. Debt/EBITDA declined from 12.9x at the end of FY14 (ending Sept. 30, 2014) to 11.7x at the conclusion of FY15 and 9.1x for the latest-12-month (LTM) period ending March 31, 2016. EBITDA to interest coverage improved to 1.3x for the LTM period ending March 31, 2016 compared with 1.1x in FY15, 0.9x in FY14 and 0.8x in FY13. Last year, the company had planned to partly refinance $170.9 million of 8.125% senior notes maturing in June 2016 and originally anticipated reducing overall debt by $50 million during FY16. However, the capital markets were somewhat challenging last year and thus far during 2016. As a result, BZH has accelerated its deleveraging strategy and now intends to reduce debt by at least $100 million during FY16 and by at least $70 million during FY17. Fitch projects leverage will settle around 9.1x at the end of FY16 and at or below 8.0x at the conclusion of FY17. Fitch expects interest coverage will be 1.3x - 1.8x during the next 12 - 18 months. MEANINGFUL DEBT MATURITIES IN 2018 AND 2019 BZH has $300 million of senior secured notes coming due in April 2018 and about $549.6 million of senior unsecured notes maturing in mid-2019. The company's $140 million term loan also requires quarterly amortization of $17.5 million until its maturity in March 2018. The company has in the past demonstrated its ability to tap the capital markets to refinance debt and/or finance growth initiatives. However, BZH was unable to access the unsecured debt market (at reasonable terms) in late 2015/early 2016 to refinance $170.9 million of senior unsecured notes that were scheduled to mature in June 2016. Instead, BZH chose to access the term loan (T/L) market in March 2016 and issued a $140 million T/L to retire the 2016 unsecured notes. The new term loan (priced at LIBOR plus 550 basis points) provided the company with greater flexibility to manage its deleveraging strategy as it requires quarterly amortization of $17.5 million starting in June 2016 until its maturity in March 2018. Fitch believes that BZH has several options to address the $300 million of senior secured notes coming due in April 2018: -- Access the secured term loan market (similar to the $140 million T/L issued in March 2016); -- Issue senior secured notes (similar to the notes maturing in April 2018); -- Issue unsecured notes (if at reasonable terms). BZH's bond indentures/credit agreements allow for a secured debt basket of the greater of $700 million or 40% of Consolidated Tangible Assets (CTA). Fitch estimates that the secured debt basket under the company's bond indentures was roughly $900 million as of March 31, 2016. Taking into account the company's $145 million first-lien revolver, the $300 million of senior secured (2nd lien) notes coming due in 2018 and the $140 million senior secured (2nd lien) term loan, BZH can incur up to an additional $320 million of secured debt. Potentially, when excluding the maturing secured notes and the amortization of the T/L, BZH can issue up to $650 million of secured debt by the end of FY16. Fitch believes that the ability to issue secured debt and the company's improving credit profile somewhat lessen the refinancing risk associated with the company's $300 million senior secured notes maturing in April 2018. Fitch is more concerned with the 2019 maturities due to the larger amount of these unsecured notes. BZH has been repurchasing some of these notes in open market transactions this year (about $10.4 million). Fitch will monitor BZH's ability to access the capital markets and company's plan to address these maturities in the next 12 - 18 months. FOCUS ON DEBT REDUCTION WILL PRESSURE MARGINS BZH has employed a capital efficiency program that includes the increased use of land banking arrangements and activating mothballed lots as it plans to pay down debt. The focus on expanding its land banking activities allows the company to generate cash flow (from home deliveries built on existing land holdings) while limiting the upfront capital typically required to purchase and/or develop raw land for future home deliveries. However, margins are likely to be negatively impacted as gross margins on home sales from land banking transactions are typically 400 bps lower compared with homes delivered from lots developed internally. For FY16, management estimates that homes delivered from land banking transactions will approximate 10% of revenues, which will have about a 40 bps negative impact on gross margins. Additionally, the company also expects to activate mothballed lots and monetize these assets through home deliveries and land sales. Management estimates this initiative could have a 60 bps negative margin impact during FY16. In addition, the company's focus on debt reduction will likely result in slower growth for the company beyond 2017 as cash used to pay down debt will not be available to invest in new land opportunities. These are somewhat offset by improved asset turnover as well as well as lower interest expense payments from reduced debt levels. ADEQUATE LIQUIDITY BZH ended March 31, 2016 with $134.9 million of unrestricted cash and $116.1 million of borrowing availability under its $145 million revolving credit facility maturing in January 2018. Fitch expects BZH will maintain unrestricted cash and revolver availability of at least $200 million - $250 million in the near to intermediate term, which should allow the company to fund seasonal working capital needs. LAND POSITION AND SPENDING During FY15, BZH spent $453 million on land and development activities. This compares to $551.2 million of land and development spending in FY14 and $475 million spent in FY13. Through the first six months of its 2016 fiscal year, BZH spent $195.3 million on land and development compared with $247.5 million spent during the same period in FY15. For all of FY16, Fitch expects BZH's total land and development spending will be below FY15 levels. As a result, Fitch expects BZH will report cash flow from operations (CFFO) of approximately $75 million - $125 million in FY16. The company generated $62 million of CFFO for the LTM period end March 31, 2016 compared with negative CFFO of $81.1 million during FY15 and negative $160.4 million during FY14. BZH maintains a 4.7-year supply of lots (based on last 12 months deliveries), 76.1% of which are owned, and the balance controlled through options. Total lots controlled declined 9.6% year-over-year and fell 0.8% compared with the previous quarter. Owned lots fell 12.5% YOY while lots controlled through options increased 1.2% compared with the same period last year. At the end of March 2016, BZH had 19,958 active lots, 4,469 lots held for future development and 705 lots held for sale. The company has been selling excess land ($53 million during FY14, $56.8 million during FY15 and $16.2 million through the first six months of FY16) and has also decided to stop reinvesting in its New Jersey homebuilding operations during FY15. As of March 31, 2016, the company had $49.5 million of land held for sale. At this point in the housing cycle and given the company's upcoming debt maturities, Fitch expects BZH will be more cautious on its land and development spending. In the past, management has demonstrated discipline in pulling back on its land and development activities during periods of distress. GEOGRAPHIC DIVERSITY BZH is geographically diversified with active operations in 13 states across the country. The company ranks among the top 10 builders in such metro markets as Phoenix, Arizona, Dallas, TX, Washington DC / Arlington, VA / Alexandria, WV markets, Tampa / St. Petersburg / Clearwater, FL, Orlando, FL, Las Vegas, NV, Philadelphia, PA / Camden, NJ / Wilmington, DE markets, Indianapolis / Carmel, IN, Nashville / Davidson / Murfreesboro / Franklin, TN, Baltimore / Towson, MD, and Charleston / North Charleston, SC. While BZH is not one of the top builders in Houston, this market represents roughly 10% of the company's FY15 closings. BZH was cautious on its Houston land investments during the last 12 months, but remains committed to this market over the long term. MODERATE HOUSING RECOVERY CONTINUES Housing activity ratcheted up more sharply in 2015 than in 2014 with the support of a steadily growing, relatively robust economy. Total housing starts grew 10.9% versus 2014, while existing and new home sales were up 6.3% and 14.6%, respectively. After four years of a moderate recovery and with land and labor constraints, it is unlikely that housing will accelerate into a V-shaped recovery. But a continuation of a multi-year growth is in the offing, and is supported by demographics, pent-up demand and attractive affordability as well as steady, albeit modest, easing in credit standards. Fitch is projecting single-family starts to expand 11.5% in 2016 and multifamily volume to gain about 4%. Total starts would be roughly 1.2 million (up 8.8%). New home sales should improve about 14.6%, while existing home sales rise 3%. Fitch expects the housing upcycle to continue in 2017, with single-family starts forecast to improve 10% and multifamily volume to grow 5.1%. Total starts would be in excess of 1.3 million (up 8.3%). Fitch also expects new and existing home sales will increase about 11.5% and 4%, respectively. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Beazer include: -- Industry single-family housing starts improve 11.5%, while new and existing home sales grow 14.6% and 3%, respectively, in 2016; Fitch expects the housing upcycle to continue in 2017, with single-family starts forecast to improve 10% and new and existing home sales increase 11.5% and 4%, respectively. -- BZH's homebuilding revenues advance in the low to mid-teens during FY16; -- EBITDA margins expand 25 bps - 50 bps during FY16 compared with FY15; -- Land and development spending this year will be lower compared with FY15; -- The company generates cash flow from operations of $75 million - $125 million during FY16; -- Debt to EBITDA settles at around 9.0x and interest coverage is roughly 1.4x by the end of FY16; -- BZH refinances its 2018/2019 debt maturities. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. The company's IDR could be downgraded to 'CCC' if the company is unable to favorably refinance its upcoming debt maturities well ahead of their due dates, leading to a meaningfully diminished liquidity position. Negative rating actions could also occur if the company's credit metrics deteriorate from current levels, including debt to EBITDA consistently above 10x and interest coverage below 1x. The Outlook could be revised to Stable if the company successfully completes a favorable refinancing of its upcoming debt maturities. BZH's ratings are constrained in the intermediate term due to weak credit metrics and high leverage. However, positive rating actions may be considered if BZH successfully refinances its upcoming debt maturities, the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, BZH shows continuous improvement in credit metrics (particularly debt to EBITDA consistently below 8x and interest coverage above 2x), and the company preserves a healthy liquidity position. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Beazer Homes USA, Inc. -- Long-Term IDR at 'B-'; -- Secured revolver at 'BB-/RR1'; -- Second lien secured notes at 'BB-/RR1'; -- Second lien secured term loan at 'BB-/RR1'; -- Senior unsecured notes at 'CCC+/RR5'; -- Junior subordinated debt at 'CCC/RR6'. The Rating Outlook has been revised to Negative from Stable. The Recovery Rating (RR) of 'RR1' on BZH's secured credit revolving credit facility, second-lien secured notes and secured term loan indicates outstanding recovery prospects for holders of these debt issues. The 'RR5' on BZH's senior unsecured notes indicates below-average recovery prospects for holders of these debt issues. BZH's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debtholders. The 'RR6' on the company's junior subordinated notes indicates poor recovery prospects for holders of these debt issues in a default scenario. Fitch applied a liquidation value analysis for these Recovery Ratings. BUILDERS FIRSTSOURCE: Warburg Pincus to Sell 13.3M Shares --------------------------------------------------------- Builders FirstSource, Inc., entered into an underwriting agreement, among the Company, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as underwriters, and Warburg Pincus Private Equity IX, L.P., as a selling stockholder. Pursuant to the Underwriting Agreement, the Selling Stockholder agreed to sell to the Underwriters an aggregate of 13,263,266 shares of the Company's common stock at a price of $10.40 per share. The Securities are being sold by the Selling Stockholder pursuant to a preliminary prospectus supplement, dated May 18, 2016, a final prospectus supplement, dated May 18, 2016, and the related prospectus dated Nov. 26, 2014, each filed with the Securities and Exchange Commission, relating to the Company's registration statement on Form S-3, as amended by Pre-Effective Amendment No. 1 thereto. The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required indemnification, the Company has agreed to contribute to payments the Underwriters may be required to make in respect of those liabilities. In addition, the Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and customary conditions to closing. The offering closed on May 24, 2016. About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource -- http://www.bldr.com/-- is a supplier and manufacturer of structural and related building products for residential new construction. The Company operates 56 distribution centers and 56 manufacturing facilities in nine states, principally in the southern and eastern United States. Manufacturing facilities include plants that manufacture roof and floor trusses, wall panels, stairs, aluminum and vinyl windows, custom millwork and pre-hung doors. Builders FirstSource also distributes windows, interior and exterior doors, dimensional lumber and lumber sheet goods, millwork and other building products. Builders Firstsource reported a net loss of $22.8 million on $3.56 billion of sales for the year ended Dec. 31, 2015, compared to net income of $18.2 million on $1.60 billion of sales for the year ended Dec. 31, 2014. * * * As reported by the TCR on July 15, 2015, Standard & Poor's Ratings Services said it raised its corporate credit rating on Builders FirstSource Inc. to 'B+' from 'B'. "The stable outlook reflects our view that Builders FirstSource will continue to increase sales and EBITDA as U.S. residential construction continues to recover from an historic downturn and the company realizes significant synergies from the merger. As a result, we expect some improvement in the company's leverage measures over the next 12 to 24 months while it maintains adequate liquidity," said Standard & Poor's credit analyst Pablo Garces. In the May 13, 2014, edition of the TCR, Moody's Investors Service upgraded Builders FirstSource's Corporate Family Rating to 'B3' from 'Caa1'. The upgrade reflects Moody's expectation that BLDR's operating performance will continue to benefit from improved housing construction, repair and remodeling. CABOT OIL: Egan-Jones Cuts FC Sr. Unsecured Rating to B+ -------------------------------------------------------- Egan-Jones Ratings Company downgraded foreign currency senior unsecured rating on debt issued by Cabot Oil & Gas Corp. to B+ from BBB- on May 10, 2016. EJR lowered local currency senior unsecured rating on the Company's debt to B+ from BB-. Cabot Oil & Gas Corporation is a petroleum, natural gas, and natural gas liquids exploration and production company based in Houston, Texas. CACTUS WELLHEAD: S&P Lowers CCR to 'B-', Outlook Negative --------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Houston-based Cactus Wellhead LLC to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'B-' from 'B'. S&P revised the recovery rating to '4' from '2', indicating that creditors could expect average (30% to 50%, upper half of the range) recovery in the event of payment default. "The downgrade reflects our expectation that U.S. oil and gas activity will decrease further in 2016 and an expected recovery in 2017 will be limited," said S&P Global Ratings credit analyst Aaron McLean. S&P anticipates, on average, a further 40% or higher reduction in capital spending by U.S. onshore exploration and production (E&P) operators in 2016 on the heels of a roughly 35% decline in 2015, reflecting expectations for the continuation of lower crude oil and natural gas prices. The negative outlook reflects the potential that credit measures could weaken beyond S&P's current forecasts if the downturn in the oilfield services sector persists such that pricing pressure continues to effect margins and the company loses market share. S&P could lower the rating if it viewed liquidity as less than adequate or leverage measures as unsustainable. S&P could envision this scenario if weakening market conditions persisted, leading to a further deterioration in margins and loss of market share, forcing the company to borrow in order to meet cash flow needs. S&P could revise the outlook to stable if market conditions improved such that FFO to debt was trending closer to 12% on a sustained basis while liquidity remains adequate. CADILLAC NURSING: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------- The U.S. trustee for Region 9 on May 25 appointed two creditors of Cadillac Nursing Home, 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 Email: JONAH@Tristatesurgical.com (2) Chiman Patel Rehab Solutions, Inc. Greenville, SC 29615 Phone: 864-244-3626 Fax: 877-508-8714 Email: kcbpatel@gmail.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 Cadillac Nursing Home Cadillac Nursing Home, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Michigan (Detroit) (Case No. 16-41554) on February 8, 2016. The petition was signed by Bradley Mali, president. The Debtor is represented by Michael E. Baum, Esq., Kim K. Hillary, Esq., and John J. Stockdale, Jr., Esq., at Schafer and Weiner, PLLC. The case is assigned to Judge Thomas J. Tucker. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. CALATLANTIC GROUP: Fitch Assigns BB- Rating on $300MM Sr. Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR4' rating to CalAtlantic Group, Inc.'s (NYSE: CAA) offering of $300 million aggregate amount of senior unsecured notes maturing in 2026. The new issue will be equal in right of payment with all other senior unsecured debt. CAA intends to use a portion of the proceeds to redeem the Company's 10 3/4% Senior Notes due September 2016 and, pending the use for such purpose, for general corporate purposes. KEY RATING DRIVERS The rating for CAA is based on the company's execution of its business model in the current moderately recovering housing environment, its land policies, and geographic diversity. CAA's rating is also supported by the company's improving credit metrics following the merger with The Ryland Group (Ryland) in 2015. Risk factors include the cyclical nature of the homebuilding industry as well as the ongoing integration of the merger with Ryland. IMPROVING CREDIT METRICS Leverage as measured by debt-to-EBITDA declined from 6.0x at the end of 2015 to 5.5x for the latest-12-months (LTM) ending March 31, 2016. Interest coverage remained flat at 3.4x at the close of 2015 and for the LTM March 31, 2016. The full year results include one quarter of Ryland's operations and the LTM metrics include six months of operating results. Fitch expects leverage will be below 4.0x by the end of 2016 and interest coverage will be above 4.5x. GEOGRAPHIC DIVERSITY CAA is geographically diversified with active operations in 17 states across the country and the District of Columbia and is in over 40 metropolitan statistical areas (MSAs). Home prices range from approximately $165,000 to over $2 million. As of March 31, 2016, CAA controlled 68,892 homesites including joint ventures. CAA has a top 10 position in 25 MSAs, including a top five market share in 14 of the largest 25 MSAs. INTEGRATION RISK The merger with Ryland created the fifth-largest homebuilder based on pro forma 2015 deliveries. During 2015, the pro forma combined company delivered 12,560 homes in the aggregate with combined pro forma revenues of about $5.28 billion. The integration risk is somewhat lessened as both management teams have had experience managing large companies in the past. In 2005 at the peak of the cycle, Standard Pacific delivered 11,411 homes with total homebuilding revenues of almost $4 billion. Similarly, in 2005, Ryland had revenues of $4.7 billion on 16,673 home deliveries. LAND STRATEGY During 2015, CAA spent over $1.6 billion (proforma) on land and development. This compares with $943 million spent during 2014 and $808 million during 2013 for Standard Pacific. For the first three months of 2016, CAA expended $372 million on land and development activities. For 2016, CAA has committed approximately $1.4 billion for land and development spending. At this level of spending, Fitch expects CalAtantic will be slightly cash flow positive for the year. LIQUIDITY As of March 31, 2016, CAA had unrestricted homebuilding cash of $169.5 million and $373 million of borrowing availability under its $750 million unsecured revolving credit facility that matures in October 2019. Fitch expects CAA will have liquidity of at least $500 million from a combination of unrestricted homebuilding cash and equivalents and revolver availability in the near to intermediate term. MODERATE HOUSING RECOVERY CONTINUES Housing activity ratcheted up more sharply in 2015 than in 2014 with the support of a steadily growing, relatively robust economy. Total housing starts grew 10.9% versus 2014, while existing and new home sales were up 6.3% and 14.6%, respectively. After four years of a moderate recovery and with land and labor constraints, it is unlikely that housing will accelerate into a V-shaped recovery. But a continuation of a multi-year growth is in the offing, and is supported by demographics, pent-up demand and attractive affordability as well as steady, albeit modest, easing in credit standards. Fitch is projecting single-family starts to expand 11.5% in 2016 and multifamily volume to gain about 4%. Total starts would be roughly 1.2 million (up 8.8%). New home sales should improve about 14.6%, while existing home sales rise 3%. Fitch expects the housing upcycle to continue in 2017, with single-family starts forecast to improve 10% and multifamily volume to grow 5.1%. Total starts would be in excess of 1.3 million (up 8.3%). Fitch also expects new and existing home sales will increase about 11.5% and 4%, respectively. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for CalAtlantic include: -- Industry single-family housing starts improve 11.5%, while new and existing home sales grow 14.6% and 3%, respectively, in 2016; Fitch expects the housing upcycle to continue in 2017, with single-family starts forecast to improve 10% and new and existing home sales increase 11.5% and 4%, respectively; -- Debt-to-EBITDA falls below 4.0x by the end of 2016; -- Interest coverage above 4.5x in 2016; -- CalAtlantic maintains at least $500 million of liquidity during 2016 from a combination of cash and revolver availability. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's liquidity position. Positive rating actions may be considered if the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, and the combined company shows continuous improvement in credit metrics (particularly debt to EBITDA consistently below 3.5x and interest coverage above 5x). The company would be expected to maintain a healthy liquidity position consisting of unrestricted homebuilding cash and revolver availability (above $500 million) through the cycle with a bias towards unrestricted homebuilding cash component into the next downturn. A negative rating action could be triggered if the industry recovery dissipates; 2016/2017 revenues each drop at roughly a mid-teens pace while EBITDA margins fall below 12% and debt to EBITDA consistently remains above 5.0x; and the company's liquidity position falls sharply, perhaps below $300 million as the company maintains an overly aggressive land and development spending program. FULL LIST OF RATING ACTIONS Fitch currently rates CAA as: -- Long-Term IDR 'BB-'; -- Senior unsecured notes 'BB-/RR4'; -- Unsecured revolving credit facility 'BB-/RR4'. The Recovery Rating of '4' for CAA's unsecured debt supports a rating of 'BB-', and reflects average recovery prospects in a distressed scenario. CALATLANTIC GROUP: S&P Rates New $300MM Unsecured Notes 'BB' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating to CalAtlantic Group Inc.'s (CAA) proposed offering of $300 million of unsecured senior notes due 2026. The '3' recovery rating on the debt indicates S&P's expectation for meaningful (50% to 70%; high end of the range) recovery in the event of default. The 'BB' corporate credit rating and stable outlook are unchanged. Company management has stated its intent to allocate proceeds from the offering for general corporate purposes in the near term. However, S&P anticipates the company will also use a portion, in addition to cash generated in the interim, to retire its 10.75% senior unsecured notes when they become due in September. This will avoid certain prepayment fees associated with retiring the notes immediately after the proposed issuance. CAA was formed in October 2015 as the result of a merger between homebuilders Standard Pacific Corp. and The Ryland Group. Based on S&P's forecast, it believes the pro forma company will be the fourth-largest U.S. homebuilder by home closing volume. CAA focuses its product mix on the move-up demographic but also serves entry-level and luxury markets, and builds homes in 17 states across the U.S. Ratings List CalAtlantic Group Inc. Corporate Credit Rating BB/Stable/-- New Rating CalAtlantic Group Inc. $300 mil of unsecd sr nts due 2026 BB Recovery Rating 3H CANCER GENETICS: Hal Mintz Reports 6.7% Equity Stake as of May 20 ----------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Hal Mintz disclosed that as of May 20, 2016, he beneficially owns 1,081,500 common shares of Cancer Genetics, Inc., representing 6.71 percent of the shares outstanding. Also included in the filing are Sabby Healthcare Master Fund, Ltd. (756,500 shares), Sabby Volatility Warrant Master Fund, Ltd. (325,000 shares) and Sabby Management, LLC (1,081,500 shares). A copy of the regulatory filing is available for free at: https://is.gd/TOOMSI About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $20.2 million on $18.0 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $16.6 million on $10.2 million of revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Cancer Genetics had $43.96 million in total assets, $15.7 million in total liabilities and $28.3 million in total stockholders' equity. CARRICK TRUCKING: Court Junks Appeal on Constructive Trust Claim ---------------------------------------------------------------- Judge Thomas L. Ludington of the United States District Court for the Eastern District of Michigan, Northern Division, affirmed the August 18, 2015 Opinion and Judgment of the Bankruptcy Court for the Eastern District of Michigan. Appellants Brian and Trudy Carrick have appealed from a decision by the Bankruptcy Court for the Eastern District of Michigan in an adversarial proceeding initiated by the Chapter 11 liquidating trustee for Carrick Trucking, Inc. Appellants claimed a constructive trust in a portion of a parcel of real property owned by Debtor. In response to this claim, the liquidating trustee initiated a core adversarial proceeding against Appellants. Trustee sought a judgment declaring that Appellants had no priority interest in the parcel they claimed. Trustee moved for summary judgment, arguing that no constructive trust existed under Michigan law for two reasons: first, a constructive trust must be imposed by a court and was not imposed here; and, second, that even if a constructive trust does not need to be imposed by a court, the equitable conditions required for recognizing a constructive trust are not satisfied. The bankruptcy court granted Trustee's motion for summary judgment and determined that Appellants did not hold a constructive trust in any portion of the subject property and thus were simply "claimants" under the bankruptcy code. The appeal is BRIAN CARRICK and TRUDY CARRICK, Appellants, v. KELLY HAGAN, Chapter 11 Liquidating Trustee, Appellee in relation to bankruptcy case In re Carrick Trucking, Inc., Debtors, Case No. 15-cv-13115. A full-text copy of the Opinion and Order dated April 22, 2016 is available at https://is.gd/4dRHZX from Leagle.com. Brian Carrick, Appellant, is represented by Corey David Grandmaison, Esq. -- Grandmaison Legal. Trudy Carrick, Appellant, is represented by Corey David Grandmaison, Grandmaison Legal. Kelly N Hagen, Appellee, is represented by Kevin M. Smith, Esq. -- Beadle Smith, PLC. COLVER PROJECT: Moody's Affirms Ba1 Rating on Sr. Secured Debt -------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 senior secured debt rating of the Colver Project. The outstanding balance of amortizing senior secured Series F bonds due Dec. 1, 2018, is approximately $53.4 million. The rating outlook is stable. The affirmation reflects the project's consistent track record of solid operating performance with high availability and capacity factors and the project's favorable long-term Purchase Power Agreement (PPA) with Pennsylvania Electric Company ("Penelec"; Baa2, stable) for all of its net output that expires in 2020 after the maturity of outstanding bond debt in December 2018. Outlook Actions: Issuer: Colver Project Outlook, Remains Stable Affirmations: Issuer: Colver Project Senior Secured Regular Bond/Debenture, Affirmed Ba1 Issuer: Pennsylvania Economic Dev. Fin. Auth. Backed Senior Secured Revenue Bonds, Affirmed Ba1 Backed Underlying Senior Secured Revenue Bonds, Affirmed Ba1 RATINGS RATIONALE Colver's Ba1 senior secured rating reflects the project's favorable long-term Purchase Power Agreement (PPA) with Penelec for all of its net output, which provides a stable stream of revenues. The project benefits from a consistent track record of solid operating performance with high availability and capacity factors and fuel supply risk being mitigated by its own waste coal sources. The rating remains constrained by the project's limited ability to pass through higher operating and maintenance costs that continue as revenue growth is mostly capped at half the rate of GDP escalation. The rating also factors in Colver's exposure to potential environmental challenges which is partially mitigated by the timing of the potential expenditures relative to the maturity of the debt. Colver currently benefits from an approved extension that requires it to be in compliance with MATS (Mercury and Air Toxic Standards) only after April 2019. Nevertheless, Moody's expect that Colver will continue to face upward pressure on limestone costs (around $4.3 million in fiscal year 2015) and for costs related to the Pennsylvania Pollution Tax (around $0.4 million in 2015) in the medium term. Future total rent coverage ratios will benefit from the December 1 repayment of subordinated debt and lower scheduled lease equity payments, which should partly enhance projected credit metrics. These lower financing obligations will be offset by higher maintenance requirements for a major overhaul of the generator and to address the increasing number of tube leaks since 2014 which together will put some upward pressure on operating and maintenance costs in 2016. Structural Considerations The project benefits from typical project finance features and a waterfall funding mechanism that prioritizes the payment of senior bond debt service obligations prior to cash being available to service rent payments to the owner participant. The financing structure restricts permitted distributions to the project's partners. The structure also incorporates a provision to apply excess cash to be available to prepay the senior bonds if the senior bond DSCR falls below 1.25 times over a specified period of time. Colver has not made a distribution to partners since 2006 as coverage ratios were below the minimum requirement for permitted distributions. Future distributions could be allowed if Colver meets the minimum senior bond DSCR test of 1.25x and a minimum 1.15x total lease coverage test going forward, which Moody's view as likely given the repayment of the subordinated debt and lower equity payment. Liquidity The project has an adequate liquidity cushion. Colver has a traditional project finance structure with a meaningful level of cash funded reserves. Bondholders of the senior 2005 Series F bond benefit from a dedicated six month reserve for principal and interest. At end of October 2015, the project's total restricted cash balances, including reserves, stood at $27.5 million and cash on hand was around $1.1 million. Rating Outlook The stable outlook reflects Moody's expectation that operating performance and coverage ratios will remain consistent with the Ba1 rating over the next 12-18 months together with the maintenance of an adequate liquidity cushion. Moody's projects senior debt service coverage ratios will remain at least around 1.2x-1.4x and total rent coverage comfortably above 1.1x over the next 12 to 18 months. Upward rating pressure is currently limited given the expectations for future performance which Moody's believes will produce financial metrics consistent with a high Ba-rated amortizing power project. However, the rating could be upgraded should the cost of fuel and ash handling and other operating expenses enhance margins on a sustained basis such that Colver's senior debt service coverage ratio is consistently above 1.4x and its total rent coverage ratio is above 1.2x. The rating could be downgraded should there be prolonged operating challenges or substantial cost escalation. This would be evidenced by Colver's senior DSCR falling substantially below 1.3x for a sustained period of time or its total rent coverage falling below 1.0x on a consistent basis. In addition, any challenges relating to the Penelec PPA or a downgrade of Penelec's rating by several notches could put downward pressure on Colver's rating. The Colver Project is a 111 MW (net) bituminous waste coal-fired power generation facility located in Cambria County, Pennsylvania that began operations in 1995. Colver sells its energy to the Pennsylvania Electric Company (Baa2, stable) under a power purchase agreement (PPA) that expires in 2020. The principal methodology used in these ratings was Power Generation Projects published in December 2012. CONN'S INC.: Moody's Cuts Corporate Family Rating to B1 ------------------------------------------------------- Moody's Investors Service downgraded all ratings of Conn's, Inc., including the Corporate Family rating, which was downgrade to B1 from Ba3 with a stable outlook. "The rating actions reflect the negative impact on Conn's credit profile of sizeable losses in its proprietary credit portfolio," stated Moody's Vice President Charlie O'Shea. "Conn's is suffering from the energy-driven negative macroeconomic factors in its core Texas market, as well as a prior strategy of using credit availability to spur sales growth, with the result that charge-offs have increased significantly, and will likely remain high," continued O'Shea. "Credit metrics have deteriorated markedly over the past several quarters as earnings have suffered. While we acknowledge the company is taking significant steps to remediate the problem by tightening its underwriting standards, we believe it will take up to several quarters for metrics to rebound." Downgrades: Issuer: Conn's, Inc. -- Probability of Default Rating, Downgraded to B1-PD from Ba3-PD -- Corporate Family Rating, Downgraded to B1 from Ba3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3(LGD5) from B2(LGD5) Outlook Actions: Issuer: Conn's, Inc. -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Conn's, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Moody's said, "The B1 rating considers Conn's credit metrics, which have deteriorated markedly with the unfavorable performance of its proprietary credit business such that EBIT/interest has dropped below 1.5 times and debt/EBITDA is approaching 8 times. We note that Conn's debt is heavily-weighted towards the financing of the credit portfolio rather than the retail segment of the business, with the debt mix at FYE January 2016 roughly 65% tied to the credit portfolio (around $1 billion), and 35% notes and lease adjustments ($227 million and around $300 million). Ratings also consider Conn's dedicated customer base and attractive product and finance offerings that offer a compelling alternative to rent-to-own. Ratings also consider the company's relatively small size and limited geographic breadth, with heavy reliance at present on the vagaries of the Texas economy, which we believe bear some responsibility for the current problems in the Conn's credit business. "The stable outlook reflects our belief that Conn's has a firm handle on remediating the legacy aggressive underwriting practices that were used to drive sales, with the result that credit metrics will begin to show improvement beginning the back half of 2016." Ratings could be downgraded if credit metrics do not improve sequentially from current levels, both from a leverage and coverage perspective. Ratings could be upgraded if the credit business shows improvement in performance, which would be evidenced by total debt/EBITDA being sustained below 6 times and EBIT/interest maintained above 3 times. CONSOL ENERGY: Egan-Jones Cuts FC Sr. Unsecured Rating to B- ------------------------------------------------------------ Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Consol Energy Inc. to B- from B on May 6, 2016. EJR lowered foreign currency commercial paper rating on the Company to C from B. Consol Energy Inc. is an American energy company with interests in coal and natural gas production headquartered in the suburb of Cecil Township, in the Southpointe complex, just outside Pittsburgh, Pennsylvania. DATA SYSTEMS: Ch.11 Trustee Hires Henderson as Accountant --------------------------------------------------------- Amy Mitchell, Chapter 11 trustee of Data Systems, Inc., asks for permission from the U.S. Bankruptcy Court for the District of Oregon to employ Henderson Bennington Moshofsky, P.C., as accountant. HBM will provide these services to the Chapter 11 Trustee: -- accounting for and preparation of Rule 2015 Monthly Operating Reports as required; -- accounting for and preparation of corporate tax returns as required; and -- generally assisting the trustee in the accounting and tax matters as she may require, including analyzing the tax impacts of potential asset sale and leasing scenarios on the estate and its shareholders. HBM will be paid at these hourly rates: Judith V. Bennington $230 Stephen P. Moshofsky $230 Lai Wa Ng $200 Inna L. Schtokh $170 Kenneth M. Bakondi $170 Kim E. Nordling $100 Trudy E. Bradetich $65 Tara Montgomery $55 Judith V. Bennington at HBM assures the Court that the Firm has no interest materially adverse to the interest of the estate or of any class of creditors or equity security holders. The Firm can be reached at: Judith V. Bennington, Partner, CPA Henderson Bennington Moshofsky, PC 4800 S.W. Griffith Drive Suite 350 Beaverton, OR 97005 Tel: (503) 641-2600 Fax: (503)526-9696 E-mail: judith@cpaoregon.com Portland, Oregon-based Data Systems, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 16-30477) on Feb. 11, 2016, estimating its assets at between $1 million and $10 million and its liabilities at between $100,000 and $500,000. The petition was signed by William F. Holdner, president. Judge Randall L. Dunn presides over the case. Ted A Troutman, Esq., at Troutman Law Firm P.C. serves as the Debtor's bankruptcy counsel. DIGICEL GROUP: Fitch Affirms 'B' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed the ratings of Digicel Group Limited (DGL) and its subsidiaries Digicel Limited (DL) and Digicel International Finance Limited (DIFL), collectively referred to as 'Digicel' as follows. DGL -- Long-Term Issuer Default Rating (IDR) at 'B'; Stable Outlook; -- $US 2.0 billion 8.25% senior subordinated notes due 2020 at 'B-/RR5'; -- $US 1 billion 7.125% senior unsecured notes due 2022 at 'B-/RR5'. DL -- Long-Term IDR at 'B'; Stable Outlook; -- $US 250 million 7% senior notes due 2020 at 'B/RR4'; -- $US 1.3 billion 6% senior notes due 2021 at 'B/RR4'; -- $US 925 million 6.75% senior notes due 2023 at 'B/RR4'; DIFL -- Long-Term IDR at 'B'; Stable Outlook; -- Senior secured credit facility at 'B+/RR3'. The Rating Outlook is Stable. KEY RATING DRIVERS Digicel's ratings reflect its well-diversified geographical operations with leading market positions, strong network quality, and brand recognition, which have and will continue to enable stable performance and cash flow generation. The ratings are tempered by the company's historically aggressive shareholder returns, high leverage, ongoing FX volatility in some of its key markets, and business concentration in countries with low ratings. Under Fitch's approach to rating entities within a corporate group structure, the IDRs of DGL and its subsidiaries, DL and DIFL, are equal, based on a consolidated group credit profile given the strong strategic and financial linkages. Different rating levels for each entity's debt instruments reflect varying recovery prospects given default according to seniority of the claims. Fitch believes that DIFL's secured credit facility has good recovery prospects under default, reflected in its 'RR3' Recovery Rating, as it is secured by assets of operating subsidiaries. DL's senior unsecured notes are legally and structurally subordinated to DIFL's credit facility, thus it has a lower Recovery Rating of 'RR4', which indicates average recovery prospects. DGL's senior notes are the most junior in rankings as they are subordinated to DL's senior notes, resulting in below-average recovery prospects. That has resulted in the assignment of a 'RR5' Recovery Rating. Stable Performance Beset by FX Digicel has generated stable operating results on a local-currency (LC) basis in the first nine months of fiscal 2016 (9MFY16), ended on March 31, 2016. Fitch expects this trend to continue over the medium term. During the period, the company's constant-currency-based service revenue posted stable growth of 4% underpinned by increasing data revenue supporting average revenue per user (ARPU), and strong growth in 'Other Markets' and non-mobile segments. Its high EBITDA margin, measured by EBITDA to total revenues, remained stable at 41.8%, which compares to 41.4% a year ago, backed by cost control efforts including subsidies despite competitive pressures. (Fitch's EBITDA calculation includes staff costs related to share options.) Subscriber base expansion has remained slow but stable, with the total subscriber base reaching 13.9 million as of December 2015 from 13.8 million a year ago. Negatively, this growth has been largely diluted by ongoing FX volatility in some of its key markets, mainly Haiti, Papua New Guinea, and French West Indies. As a result, the reported service revenues in $US during the 9MFY16 contracted by 2% compared to a year ago. Although the negative FX movement impact in each of the company's operational geographic areas is immaterial given the close revenue-cost currency match, continued local-currency depreciation would weaken the company's ability to service debt obligation, which is mostly denominated in $US in the absence of any FX hedging. Negative FCF to Reverse Fitch forecasts Digicel's FCF generation to turn positive from FY17 backed by lower capex in the absence of dividend payments. Digicel's FCF has remained in negative territory in recent years mainly due to high capex for fiber network investments. The company's capex soared to $US552 million and $US649 million in FY14 and FY15, respectively, from just $US361 million in FY13, with the capital intensity ratio, measured by capex-to-sales, rising to above 20% compared to just 13% during the same period. Capex remained high at $US469 million during the 9MFY16, with the capital intensity ratio hovering at around 22%, resulting in continued negative FCF given CFFO of just $US317 million. This trend is likely to reverse from FY17 and onwards as major investments for fiber is mostly completed in main markets. As such, Fitch forecasts Digicel's capex to decline to around $US450 million in FY17 and further down to below $US400 million in FY18, which is more in line with the previous level before major fiber deployment. In addition, Fitch believes that the company will continue to refrain from any sizable shareholder distribution in the short to medium term to shore up its cash position. This will enable the company to return to positive FCF generation and help support modest deleveraging over the medium term. High Leverage Digicel's leverage is high, which is incorporated in its 'B' rating level. The company's leverage has been gradually trending up driven mainly by a combination of high capex and dividends while its EBITDA growth has been relatively flat, in part due to negative FX impact. Digicel's consolidated gross debt amounted to $US6.4 billion as of Dec. 31, 2015, which unfavorably compares to $US4.9 billion at end-FY12, while EBITDAR remained at around $US1.2 billion during those years, resulting in high gross and net leverage of 5.7x and 5.5x, respectively. Positively, Fitch forecasts these ratios to gradually fall, backed by positive FCF generation from FY17. Positive Revenue Diversification Ongoing revenue diversification away from traditional mobile voice is positive as the revenue proportion of mobile voice fell to 56% during 9MFY16 from 64% a year ago. The contribution from mobile data should continue to steadily increase over the medium term, mitigating negative pressures on the voice ARPU, which has suffered from competitive pressures and reduced mobile termination rates in some markets. During 9MFY16, data revenues grew by 14% from a year ago on a local currency basis, accounting for 35% of mobile service revenues, driven by a steady increase in smartphone penetration to 41% from 31% a year ago. In addition, Digicel's recent strategic focus on cable and broadband should enable further revenue diversification as it continues to connect more homes on its established networks. The company's total cable RGUs have increased by 127% during the period to 152,000 from 67,000 with the segmental revenues increasing by 200% to $US57 million from $US19 million. Despite marginal EBITDA contribution in the short to medium term, cable and broadband should be a meaningful cash generator in the long term along with business solutions and diaspora segments, of which revenues grew by 25% and 16% during the 9MFY16 compared to a year ago. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Digicel include: -- Low-to-mid single-digit annual revenue growth in FY2017 and FY2018; -- EBITDA margin to fall towards 40% over the medium- to long- term; -- Positive FCF generation from FY2017 with reduced capex; -- No dividend payments over the medium term; -- Net leverage to fall to below 5.5x over the medium term. RATING SENSITIVITIES A negative rating action could be considered if consolidated leverage at DGL increases above 6.0x on a sustained basis, due to a combination of competitive pressures, negative FX movement, high capex, sizable acquisitions, and aggressive shareholder distributions. In addition, Digicel's inability to proactively execute refinancing of sizeable bullet maturities in the medium- to long-term could also pressure its credit quality. Conversely, a positive rating action could be considered in the case of a sustained reduction in consolidated gross leverage to 4.0x or below, and material improvement in FCF generation with conservative debt maturities management. LIQUIDITY Digicel's short-term liquidity profile is adequate as the company does not face any sizable debt maturity until FY18, when $US210 million of DIFL loan is amortized, while it held readily-available-cash balance of $US291 million as of December 31, 2015. However, the company's current cash balance is materially lower than its historical levels of at least $US500 million or higher while its debt maturity materially increases to $US629 million in FY19 as the remainder of DIFL facility becomes due. Digicel's failure to return to meaningful FCF generation or successful extension/refinancing of DIFL facility could pressure the ratings over the medium term. DOGLEG RIGHT: Hires DeMarco-Mitchell as General Counsel ------------------------------------------------------- Dogleg Right Partners, LP, asks the U.S. Bankruptcy Court for the Eastern District of Texas for permission to employ DeMarco-Mitchell, PLLC, as general counsel. DM will: a. take all necessary action to protect and preserve the estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning all litigation in which it is involved, and objecting to claims; b. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the estate; c. formulate, negotiate, and propose a plan of reorganization; and d. perform all other necessary legal services in connection with the proceedings. DM will be paid these hourly rates: Robert T. DeMarco, Esq. $350 Michael S. Mitchell, Esq. $285 Barbara Drake, Paralegal $125 Robert DeMarco, a member at DM, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. DeMarco says that DM commenced representation of the Debtor on Oct. 28, 2015. To date, a retainer of $6,717 has been paid to DM on behalf of the Debtor. DM has incurred fees of $2,531.25, costs and expenses of $0, and filing fees of $1,717 prior to the Petition Date. The remaining balance held in trust by DM is $2,468.75. Headquartered in Plano, Texas, Dogleg Right Partners, LP, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 16-40885) on May 15, 2016, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by David Billings, president. Robert T. DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as the Debtor's bankruptcy counsel. DONNIE NORRIS: To Sell Orange Beach Property for $510,000 --------------------------------------------------------- Donnie G. Norris on May 25, 2016, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Alabama to approve a contract for the sale of his interest in 28105 Perdido Beach Blvd., 1003, Orange Beach, AL, to Mike and Tina Robinson for $510,000. The purchaser has already obtained financing and the sale can close immediately after approval from the Court. CitiMortgage holds a first mortgage with a balance of $230,000 and Alliant Bank holds a judgment lien in the amount of $1,013,034. All liens, mortgages, or other interests will attach to the proceeds of the sale. Donnie G. Norris filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 15-03662) on Sept. 14, 2015. The Debtor's attorney: C. Taylor Crockett, P.C. 2067 Columbiana Road Birmingham, AL Tel: (205) 978-3550 Fax: (205) 978-3556 EASTMINSTER SCHOOL: Seeks to Hire Robl Law Group as Counsel ----------------------------------------------------------- Eastminster School, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Robl Law Group, LLC as its legal counsel. The firm's professionals who are expected to provide the services and their hourly rates are: Michael D. Robl, Esq. $325 Shoshana Watt (paralegal) $100 Robl Law Group does not hold or represent any interest materially adverse to Debtor or its estate, according to court filings. The firm can be reached through: Michael Robl Robl Law Group, LLC 3754 Lavista Road, Suite 250 Tucker, GA 30084 Phone: (404) 373-5153 Fax: (404) 537-1761 ) Email: michael@roblgroup.com About Eastminster School Eastminster School, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Georgia (Atlanta) (Case No. 16-58972) on May 24, 2016. The petition was signed by Andrew M. Brown, director. The Debtor disclosed total assets of $1.62 million and total debts of $3.25 million. EDWARD RENSI: Selling Property to A-Team for $220,500 ----------------------------------------------------- Edward Henry Rensi on June, 2016, at 10:00 a.m. will appear before Judge Janet S. Baer to seek approval of the sale of 6805-9 Hobson Valley Drive, Units 105 and 114, Woodridge, Illinois, to A-Team Heating and Air Conditioning/Adam Mufich for $220,500. Any proceeds after the payment of costs of sale including real estate taxes and Association costs above will be paid to Molto Burgers, LLC. According to a May 25 filing by the Debtor, the purchaser has paid an initial earnest money deposit of $5,000. The price offered by A-Team is the best offer the Debtor has received to date for the Property. Edward Henry Rensi sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-33948) on Oct. 5, 2015. The Debtor's attorneys: Paul M. Bach, Esq. Penelope N. Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 Tel: (847) 564-0808 ELBIT IMAGING: Health Canada OKs System for Tremor Treatment ------------------------------------------------------------ Elbit Imaging Ltd. announced that it was informed by INSIGHTEC Ltd., that Health Canada has approved its Exablate Neuro system for the treatment of essential tremor. INSIGHTEC's Exablate Neuro platform is transforming medicine by presenting a non-invasive treatment alternative that combines two technologies: Focused Ultrasound, which is used to lesion the targeted tissue deep in the brain, and Magnetic Resonance Imaging (MRI), which is used to guide the ultrasound waves to the specific target tissue and provide real-time feedback on treatment progress and outcomes. Essential tremor is the most common movement disorder, affecting millions people worldwide. It is a progressive and debilitating neurological condition that causes a rhythmic trembling of the hands, head, voice, legs or trunk. Exablate Neuro was investigated as a treatment alternative for these patients. The Company holds approximately 89.9% of the share capital of Elbit Medical Technologies Ltd. (TASE: EMTC-M) (86.2% on a fully diluted basis) which, in turn, holds approximately 31.3% of the share capital in INSIGHTEC (26.6% on a fully diluted basis). About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47 million of revenues for the year ended Dec. 31, 2015, compared to profit of NIS 1 billion on NIS 461,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS 778.25 million in total assets, NIS 758.96 million in total liabilities and NIS 19.28 million in shareholders' equity. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELC HEALTH: Seeks to Hire Donald Jarvis as Accountant ----------------------------------------------------- ELC Health Care, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Donald Jarvis of Donald A. Jarvis & Company as its accountant. The Debtor tapped Mr. Jarvis to prepare tax and payroll documentation, prepare an annual Medicare cost report, and assist the Debtor in formulating its bankruptcy plan. Mr. Jarvis will charge $150 per hour for his services. In an affidavit, Mr. Jarvis disclosed that he is not a "disinterested person" since he is employed by the firm, an ELC Health Care creditor. Mr. Jarvis, however, does not have any other conflict of interest, according to court filings. About ELC Health Care ELC Health Care, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Illinois (Chicago) (Case No. 16-12347) on April 11, 2016. The petition was signed by Irish Malaga, authorized representative. The case is assigned to Judge Janet S. Baer. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. ELC HEALTH: Seeks to Hire Schneider & Stone as Bankr. Counsel ------------------------------------------------------------- ELC Health Care, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Schneider & Stone as its general bankruptcy counsel. Schneider & Stone will charge $350 per hour for services rendered to the Debtor. Paralegal time will be billed out at $175 per hour. Matthew Lee Stone, Esq., at Schneider & Stone, disclosed in an affidavit that his firm is a disinterested person as defined in section 101(14) of the Bankruptcy Code. Schneider & Stone can be reached through: Matthew Lee Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Office: 847-933-0300 Fax: 847-676-2676 About ELC Health Care ELC Health Care, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Illinois (Chicago) (Case No. 16-12347) on April 11, 2016. The petition was signed by Irish Malaga, authorized representative. The case is assigned to Judge Janet S. Baer. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. EMMAUS LIFE: Incurs $1.65 Million Net Loss in Q2 2015 ----------------------------------------------------- Emmaus Life Sciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.65 million on $144,336 of net revenues for the three months ended June 30, 2015, compared to a net loss of $8.33 million on $107,405 of net revenues for the three months ended June 30, 2014. For the six months ended June 30, 2015, Emmaus Life reported a net loss of $4.89 million on $241,095 of net revenues compared to a net loss of $15.33 million on $192,094 of net revenues for the same period in 2014. As of June 30, 2015, Emmaus Life had $3.44 million in total assets, $25.99 million in total liabilities and a total stockholders' deficit of $22.54 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/tBqhPt About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $12.69 million on $590,114 of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.75 million on $500,679 of net revenues for the year ended Dec. 31, 2014. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. EMMAUS LIFE: Incurs $3.44 Million Net Loss in Q3 2015 ----------------------------------------------------- Emmaus Life Sciences, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.44 million on $77,173 of net revenues for the three months ended Sept. 30, 2015, compared to a net loss of $3.62 million on $155,644 of net revenues for the three months ended Sept. 30, 2014. For the nine months ended Sept. 30, 2015, the Company reported a net loss of $8.34 million on $318,268 of net revenues compared to a net loss of $18.95 million on $347,737 of net revenues for the same period in 2014. As of Sept. 30, 2015, Emmaus Life had $2.28 million in total assets, $27.31 million in total liabilities and a total stockholders' deficit of $25.03 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/clNQGq About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $12.69 million on $590,114 of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.75 million on $500,679 of net revenues for the year ended Dec. 31, 2014. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. ENERGY FUTURE: Plan Approval Schedule for E-Side Debtors Set ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware on May 24 entered an order in the Chapter 11 cases of Energy Future Holdings Corp., et al., scheduling hearing dates and deadlines, and established protocols in connection with the confirmation of the Debtors' joint plan of reorganization and approval of the explanatory disclosure statement. These dates shall govern approval of the Disclosure Statement relating to the E-Side Debtors, including the hearing for the Court to consider approval of the Disclosure Statement, as well as confirmation of the New Plan relating to the E-Side Debtors, including the hearing for the Court to consider confirmation of the New Plan as pertains to the E-Side Debtors: (A) Fact Discovery May 2, 2016, shall be the date on which Participating Parties may begin serving written discovery requests related to the E-Side Debtors and all the written discovery requests must be served no later than May 27, 2016, at 4:00 pm. (prevailing Eastern Time). The Participating Parties must serve written responses and objections to the E-Side Requests no later than Friday, June 3, 2016. May 2, 2016, shall be the date on which Participating Parties may begin serving third-party subpoenas. May 2, 2016, shall be the date on which Participating Parties may begin serving notices of depositions related to the E-Side Debtors, including notices under Rule 30(b)(6) of the Federal Rules of Civil Procedure. Deposition notices must be served no later than seven days prior to the deposition date. June 29, 2016, shall be the date on which Participating Parties shall have completed responding to the E-Side Requests (it being understood that Participating Parties will produce responsive materials on a rolling basis in advance of such date). June 30, 2016, shall be the date on which depositions of fact witnesses may begin. Deposition notices must be served no later than seven days prior to the deposition date, and any objections thereto must be served no later than five days before the deposition date; provided, however, that the objection deadline will be no earlier than three days after the date the deposition notices are served. July 8, 2016, shall be the deadline for service of deposition notices. Notwithstanding, if a party designates a fact witness to testify at the E-Side Confirmation Hearing who has not been deposed, the deadline to serve a deposition notice on that witness shall be five days after the witness designation. July 8, 2016, shall be the deadline by which the Debtors will file an amended Plan of Reorganization, and the Debtors shall request a telephonic status conference with the Court no later than two business days after filing the Amended Plan. Participating Parties may serve supplemental written discovery requests and supplemental deposition notices relating to material changes in the Amended Plan no later than Wednesday, July 13, 2016, at 4:00 p.m. (prevailing Eastern Time). The Participating Parties must serve written responses and objections to the Supplemental Requests no later than Tuesday, July 19, 2016. July 15, 2016, shall be the date on which Participating Parties shall have provided logs of all documents responsive to the E-Side Requests that were withheld on the basis of any claim of privilege. July 29, 2016, shall be the date on which all fact discovery related to the E-Side Debtors shall be complete, except that the Participating Parties shall be required to complete production of documents in response to the Supplemental Requests by no later than Friday, August 5, 2016. Reasonable requests for follow up documents or limited fact depositions based on new information discovered after this date will not be unreasonably withheld. August 10, 2016, shall be the date on which Participating Parties shall have provided logs of all documents responsive to the Supplemental Requests that were withheld on the basis of any claim of privilege. August 2, 2016, shall be the deadline by which Participating Parties must file any motions to compel discovery responses and document production, except that motions to compel discovery responses and document production in response to the Supplemental Requests shall be filed by Friday, August 12, 2016. (B) Disclosure Statement Proceedings July 13, 2016, shall be the deadline by which any party, including the Participating Parties, must file any objections to the Disclosure Statement with regard to aspects of the Disclosure Statement relating to the E-Side Debtors. July 15, 2016, shall be the date by which counsel to parties who filed timely objections to the Disclosure Statement with regard to aspects of the Disclosure Statement relating to the E-Side Debtors and counsel to the Debtors must meet and confer with a view toward narrowing and resolving their disputes regarding the adequacy of the disclosure statement. The E-Side DS Meet and Confer may be held either in person or by telephone. Any party whose attorney fails to timely participate in the E-Side DS Meet and Confer will be deemed to have waived its objections to the Disclosure Statement. July 19, 2016, shall be the deadline by which the Debtors must file their reply to all timely objections to the Disclosure Statement with regard to aspects of the Disclosure Statement relating to the E-Side Debtors. July 20, 2016, shall be the date on which the Debtors must file a statement identifying the objections to the Disclosure Statement that remain unresolved after the E-Side DS Meet and Confer. The Debtors shall contemporaneously file an amended version of the Disclosure Statement reflecting all proposed changes. July 21, 2016, at 10:00 am. (prevailing Eastern Time), shall be the date and time of the start of the E-Side Disclosure Statement Hearing, provided, however, the E-Side Disclosure Statement Hearing may be continued from time to time by the Court or for good cause shown. July 26, 2016, shall be the date by which the Debtors must file the final Disclosure Statement, with regard to aspects of the Disclosure Statement relating to the E-Side Debtors, as approved by the Court. (C) Expert Discovery August 12, 2016, shall be the date by which the Participating Parties shall engage in the simultaneous exchange of reports prepared by the initial expert witnesses. These reports must satisfy the requirements of Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure. The Debtors will also update any of their valuation and liquidation analyses relating to the E-Side Debtors concurrently with the exchange of reports prepared by their initial expert witnesses. August 23, 2016, shall be the date by which the Participating Parties shall engage in the simultaneous exchange of disclosures prepared by the rebuttal expert witnesses. These disclosures must satisfy the requirements of Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure. September 8, 2016, shall be the date on which all expert discovery relating to the E-Side Debtors shall be complete. Deposition notices must be served no later than five days prior to the deposition date, and any objections thereto must be served no later than three days before the deposition date; provided, however, that the objection deadline will be no earlier than three days after the date the deposition notices are served. (D) Plan Confirmation Proceedings August 23, 2016, shall be the deadline by which Participating Parties must serve a preliminag list of witnesses and exhibits they intend to offer at the E-Side Confirmation Hearing. Witness lists shall identify all witnesses that each party will call or may call at each phase of the E-Side Confirmation Hearing and shall provide a brief summary of each witness's anticipated testimony. September 6, 2016, shall be the date on which counsel to the Participating Parties shall meet and confer regarding the initial pretrial conference, including as to the duration of the trial. September 9, 2016, at 10:00 am. (prevailing Eastern Time), shall be the date and time of an initial pretrial conference. The number of trial days and the Court's post-trial procedures shall be determined at the initial pretrial conference. September 12, 2016, shall be the deadline by which any party, including the Participating Parties, must file any objections to the New Plan with regard to aspects of the New Plan relating to the E-Side Debtors. September 13, 2016, shall be the deadline by which Participating Parties seeking to admit a deposition transcript excerpt as evidence at the E-Side Confirmation Hearing must serve a notice identifying the specific excerpts to be offered. September 15, 2016, shall be the deadline by which Participating Parties must serve a final list of witnesses and exhibits they intend to offer at the E-Side Confirmation Hearing. Witness lists shall identify all witnesses that each Participating Party will call or may call at the E-Side Confirmation Hearing and shall provide a brief summary of each witness's anticipated testimony. September 15, 2016, shall be the deadline by which any Participating Parties objecting to a deposition designation of a deposition transcript must serve their objection and by which any Participating Parties seeking to admit a deposition transcript excerpt as counter-evidence at the E-Side Confirmation Hearing must serve notice identifying the specific excerpts to be offered. September 15, 2016, shall be the deadline by which Participating Parties must file motions in limine and by which Participating Parties must submit a proposed joint pretrial order per Local Bankruptcy Rule 7016-2(d). September 15, 2016, shall be the date by which the Participating Parties must meet and confer with a view toward narrowing and resolving their evidentiary disputes. The E-Side Plan Meet and Confer may be held either in person or by telephone. September 16, 2016, shall be the deadline by which Participating Parties must serve objections to final witness and exhibit lists and objections to deposition counter-designations. September 19, 2016, shall be the deadline by which the Participating Parties must file oppositions to any motions in limine. September 22, 2016, shall be the deadline by which the Debtors must file their reply to all timely objections to the New Plan regarding aspects of the New Plan relating to the E-Side Debtors. September 23, 2016, at 10:00 am. (prevailing Eastern Time), shall be the date and time of the final pretrial conference. September 26, 2016, at 10:00 am. (prevailing Eastern Time) shall be the date and time of the start of the E-Side Confirmation Hearing. The E-Side Confirmation Hearing will continue from day to day, as the Court's schedule permits, until completed; provided, however, the E-Side Confirmation Hearing may be continued from time to time by the Court or for good cause shown. Trial time will be divided equally between New Plan supporters and New Plan objectors, to be monitored by a chess clock. The Court will consider the submission of written directs upon request by the parties, which submissions shall not count against the submitting party's available trial time. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth Amended Joint Plan of Reorganization. In May 2016, certain first lien creditors of TCEH delivered a Plan Support Termination Notice to the Debtors and the other parties to the Plan Support Agreement, notifying the parties of the occurrence of a Plan Support Termination Event. The delivery of the Plan Support Termination Notice caused the Confirmed Plan to become null and void. Following the occurrence of the Plan Support Termination Event as well as the termination of a roughly $20 billion deal to sell the Debtors' stake in Oncor Electric Delivery Co., the Debtors filed the Plan of Reorganization and the Disclosure Statement with the Bankruptcy Court on May 1, 2016. On May 11, they filed an amended joint plan of reorganization and a related disclosure statement. A copy of the Amended Plan is available at https://is.gd/Gl6Hmu A copy of the Disclosure Statement is available at https://is.gd/8pDwBx ENERGY FUTURE: Plan Approval Schedule for TCEH Debtors Set ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware on May 24, 2016, entered an order in the Chapter 11 cases of Energy Future Holdings Corp., et al., scheduling hearing dates and deadlines, and established protocols in connection with the confirmation of the Debtors' joint plan of reorganization and approval of the explanatory disclosure statement. These dates will govern approval of the Disclosure Statement relating to the TCEH Debtors, including the hearing for the Court to consider approval of the Disclosure Statement, as well as confirmation of the New Plan relating to the TCEH Debtors, including the hearing for the Court to consider confirmation of the New Plan as pertains to the TCEH Debtors: (A) Fact Discovery May 2, 2016, shall be the date on which Participating Parties may begin serving written discovery requests related to the TCEH Debtors and all such written discovery requests must be served no later than Friday, May 27, 2016, at 4:00 p.m. (prevailing Eastern Time). The Participating Parties must serve written responses and objections to the TCEH Requests no later than Friday, June 3, 2016. May 2, 2016, shall be the date on which Participating Parties may begin serving third-party subpoenas. May 2, 2016, shall be the date on which Participating Parties may begin serving notices of depositions related to the TCEH Debtors, including notices under Rule 30(b)(6) of the Federal Rules of Civil Procedure. Deposition notices must be served no later than seven days prior to the deposition date. June 22, 2016, shall be the date on which Participating Parties shall have completed responding to the TCEH Requests (it being understood that Participating Parties will produce responsive materials on a rolling basis in advance of such date). June 22, 2016, shall be the date on which depositions of fact witnesses may begin. Deposition notices must be served no later than seven days prior to the deposition date, and any objections thereto must be served no later than five days before the deposition date; provided, however, that the objection deadline will be no earlier than three days after the date the deposition notices are served. June 24, 2016, shall be the deadline for service of deposition notices. Notwithstanding the foregoing, if a party designates a fact witness to testify at the TCEH Confirmation Hearing who has not been deposed, the deadline to serve a deposition notice on that witness shall be five days after the witness designation. June 29, 2016, shall be the deadline by which Participating Parties must file any motions to compel discovery responses and document production, except that a Participating Party shall have until July 5, 2016, to file a motion to compel based on that privilege log. In no event will the making or the granting of a motion to compel be grounds, standing alone, to extend any of the dates set forth in this Order. June 30, 2016, shall be the date on which Participating Parties shall have provided logs of all documents responsive to the TCEH Requests that were withheld on the basis of any claim of privilege. June 30, 2016, shall be the date on which all fact discovery related to the TCEH Debtors shall be complete. Reasonable requests for follow up documents or limited fact depositions based on new information discovered after this date will not be unreasonably withheld. (B) Disclosure Statement Proceedings May 31, 2016, shall be the deadline by which any party, including the Participating Parties, must file any objections to the Disclosure Statement with regard to aspects of the Disclosure Statement relating to the TCEH Debtors. June 9, 2016, shall be the deadline by which the Debtors must file their reply to all timely objections to the Disclosure Statement with regard to aspects of the Disclosure Statement relating to the TCEH Debtors. June 11, 2016, shall be the date by which counsel to parties who filed timely objections to the Disclosure Statement without regard to aspects of the Disclosure Statement relating to the TCEH Debtors and counsel to the Debtors must meet and confer with a view toward narrowing and resolving their disputes regarding the adequacy of the disclosure statement. The TCEH DS Meet and Confer may be held either in person or by telephone. Any party whose attorney fails to timely participate in the TCEH DS Meet and Confer will be deemed to have waived its objections to the Disclosure Statement. June 14, 2016, shall be the date on which the Debtors must file a statement identifying the objections to the Disclosure Statement with regard to aspects of the Disclosure Statement related to the TCEH Debtors that remain unresolved after the TCEH DS Meet and Confer. The Debtors shall contemporaneously file an amended version of the Disclosure Statement reflecting all proposed changes. June 16, 2016, at 10:00 a.m. (prevailing Eastern Time), shall be the date and time of the start of the TCEH Disclosure Statement Hearing, and the Debtors shall have filed the material terms of a tax matters agreement as an exhibit to the proposed TCEH disclosure. June 20, 2016, shall be the date by which the Debtors must file the final Disclosure Statement, with regard to aspects of the Disclosure Statement relating to the TCEH Debtors, as approved by the Court. (C) Expert Discovery July 11, 2016, shall be the date by which the Participating Parties shall engage in the simultaneous exchange of reports prepared by the initial expert witnesses. These reports must satisfy the requirements of Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure. The Debtors will also update any of their valuation and liquidation analyses relating to the TCEH Debtors concurrently with the exchange of reports prepared by their initial expert witnesses. July 25, 2016, shall be the date by which the Participating Parties shall engage in the simultaneous exchange of disclosures prepared by the rebuttal expert witnesses. These disclosures must satisfy the requirements of Rule 26(a)(2)(B) of the Federal Rules of Civil Procedure. August 1, 2016, shall be the date on which all expert discovery relating to the TCEH Debtors shall be complete. Deposition notices must be served no later than five days prior to the deposition date, and any objections thereto must be served no later than three days before the deposition date; provided, however, that the objection deadline will be no earlier than three days after the date the deposition notices are served. (D) Plan Confirmation Proceedings To the extent that the Debtors "toggle" to a taxable TCEH plan, the Debtors shall provide notice to all Participating Parties and request a status conference within two business days. July 13, 2016, shall be the deadline by which Participating Parties must serve a prelim list of witnesses and exhibits they intend to offer at the TCEH Confirmation Hearing. Witness lists shall identify all witnesses that each party will call or may call at each phase of the TCEH Confirmation Hearing and shall provide a brief summary of each witness's anticipated testimony. July 15, 2016, shall be the date on which counsel to the Participating Parties shall meet and confer regarding the initial pretrial conference, including as to the duration of the trial. July 20, 2016, at 10:00 am. (prevailing Eastern Time), shall be the date and time of an initial pretrial conference. The number of trial days and the Court's post-trial procedures shall be determined at the initial pretrial conference. August 3, 2016, shall be the deadline by which Participating Parties seeking to admit a deposition transcript excerpt as evidence at the TCEH Confirmation Hearing must serve a notice identifying the specific excerpts to be offered. August 3, 2016, shall be the deadline by which any party, including the Participating Parties, must file any objections to the New Plan with regard to aspects of the New Plan relating to the TCEH Debtors. August 4, 2016, shall be the deadline by which Participating Parties must serve a final list of witnesses and exhibits they intend to offer at the TCEH Confirmation Hearing. Witness lists shall identify all Witnesses that each Participating Party will call or may call at the TCEH Confirmation Hearing and shall provide a brief summary of each witness's anticipated testimony. August 8, 2016, shall be the deadline by which any Participating Parties objecting to a deposition designation of a deposition transcript must serve their objection and by which any Participating Parties seeking to admit a deposition transcript excerpt as counter- evidence at the TCEH Confirmation Hearing must serve notice identifying the specific excerpts to be offered. August 8, 2016, shall be the deadline by which Participating Parties must file motions in limine and by which Participating Parties must submit a proposed joint pretrial order per Local Bankruptcy Rule 7016-2(d). August 8, 2016, shall be the date by which the Participating Parties must meet and confer with a view toward narrowing and resolving their evidentiary disputes. The TCEH Plan Meet and Confer may be held either in person or by telephone. August 11, 2016, shall be the deadline by which Participating Parties must serve objections to final witness and exhibit lists and objections to deposition counter-designations. August 11, 2016, shall be the deadline by which the Participating Parties must file oppositions to any motions in limine. August 12, 2016, shall be the deadline by which the Debtors must file their reply to all timely objections to the New Plan regarding aspects of the New Plan relating to the TCEH Debtors. August 15, 2016, at 12:30 p.m. (prevailing Eastern Time), shall be the date and time of the final pretrial conference. August 17, 2016, at 10:00 am. (prevailing Eastern Time), shall be the date and time of the start of the TCEH Confirmation Hearing. The TCEH Confirmation Hearing will continue from day to day, as the Court's schedule permits, until completed; provided, however, the TCEH Confirmation Hearing may be continued from time to time by the Court or the Debtors and, with respect to the TCEH Debtors, with the consent of the TCEH Supporting First Lien Creditors, Without further notice other than by such adjournment being announced in open court or by a notice of adjournment filed with the Court and served on all parties entitled to notice. Trial time will be divided equally between New Plan supporters and New Plan objectors, to be monitored by a chess clock. The Court will consider the submission of written directs upon request by the parties, which submissions shall not count against the submitting party's available trial time. The TCEH Debtors shall proceed first at the TCEH Confirmation Hearing, with supporters of and objectors to aspects of the New Plan affecting the TCEH Debtors putting forth their case as to such aspects. To the extent there are objections to confirmation of aspects of the Plan affecting EFH Debtors and/or EFIH Debtors -- the "E-Side Debtors" -- that do not relate to or affect TCEH Debtors, the Confirmation Hearing shall be concluded with respect to the TCEH Debtors and an appropriate order entered with respect thereto before proceeding with the Confirmation Hearing with respect to the E-Side Debtors. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth Amended Joint Plan of Reorganization. In May 2016, certain first lien creditors of TCEH delivered a Plan Support Termination Notice to the Debtors and the other parties to the Plan Support Agreement, notifying the parties of the occurrence of a Plan Support Termination Event. The delivery of the Plan Support Termination Notice caused the Confirmed Plan to become null and void. Following the occurrence of the Plan Support Termination Event as well as the termination of a roughly $20 billion deal to sell the Debtors' stake in Oncor Electric Delivery Co., the Debtors filed the Plan of Reorganization and the Disclosure Statement with the Bankruptcy Court on May 1, 2016. On May 11, they filed an amended joint plan of reorganization and a related disclosure statement. A copy of the Amended Plan is available at https://is.gd/Gl6Hmu A copy of the Disclosure Statement is available at https://is.gd/8pDwBx EQT CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB ------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by EQT Corp. to BB from BBB on May 9, 2016. EQT Corporation is a petroleum and natural gas exploration and pipeline company headquartered in EQT Plaza in Pittsburgh, Pennsylvania. FINJAN HOLDINGS: Agrees to Settle Patent Dispute with Proofpoint ---------------------------------------------------------------- Finjan Holdings, Inc., announced that on May 20, 2016, its subsidiary Finjan, Inc. and Proofpoint, Inc. agreed to a license to the Finjan global patent portfolio. While a settlement has been agreed to, the case dismissal is pending a final definitive licensing and settlement agreement. The terms of the agreement are expected to be confidential, subject to regulatory requirements. "We consider the settlement of our patent infringement suit with Proofpoint to be a timely decision given the quickly approaching trial in June," said Phil Hartstein, Finjan's president and CEO. "This underscores Finjan's commitment to our Licensing Best Practices where we focus on the merits of our claims while continuing to explore licensing opportunities with all defendants and prospective licensees. It's a success when both parties can end a dispute with a handshake." The Term Sheet provides that Proofpoint will pay Finjan $10.9 million cash, in license fees, as follows: (A) $4.3 million within three business days of execution of the Definitive Agreement, (B) $3.3 million on or before Jan. 4, 2017, and (C) $3.3 million on or before Jan. 3, 2018. Finjan has pending infringement lawsuits against FireEye, Inc., Sophos, Inc., Symantec Corp., Palo Alto Networks., and Blue Coat Systems, Inc. relating to, collectively, more than 20 patents in the Finjan portfolio. The court dockets for the foregoing cases are publicly available on the Public Access to Court Electronic Records (PACER) website, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts. 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. FINJAN HOLDINGS: Closes Purchase Agreement with Halcyon ------------------------------------------------------- Finjan Holdings, Inc., disclosed in an amended current report filed with the Securities and Exchange Commission that the issuance and sale of the Company's Series A Preferred Stock under a Purchase Agreement with Halcyon Long Duration Recoveries Investments I LLC, closed on May 20, 2016, and funded on May 23, 2016. The Certificate of Designation, which authorizes a total of 102,000 shares of Series A Preferred Stock, was filed with the Delaware Secretary of State on May 20, 2016, and was effective upon filing. 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. FIRSTLIGHT HYDRO: Fitch Affirms 'BB-' Rating on 2026 $320MM Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed FirstLight Hydro Generating Company's (HGC) $320 million ($257.5 million outstanding) senior secured first mortgage bonds due in 2026 at 'BB-'. The Rating Outlook has been revised to Stable from Negative based on Fitch's expectation that the new sponsor, Public Sector Pension Investment Board (PSP Investments), will provide the project financial support as needed to maintain a financial profile consistent with the rating. The 'BB-'rating reflects a merchant revenue structure amid persistent low power prices, mitigated by the sponsor's structured revenue stream to support project cash flows. Moderate leverage, fixed-rate fully amortizing debt, and moderate capital expenditures (capex) help mitigate revenue volatility. The return to a Stable Outlook is based on commitment from the expected new owner, PSP Investments, to provide sufficient support to ensure debt service coverage ratios of at least 1.40x, consistent with the support provided by GDF Suez Energy North America, Inc. (GSENA), which is selling the FirstLight portfolio. Despite near term improvement to the projected cash flow profile, Fitch forecasts future periods where the project may require continued sponsor support to maintain a financial profile consistent with the rating. KEY RATING DRIVERS Exposure to Merchant Revenue- Revenue Risk - Price: Weaker HGC manages a portfolio of hydropower assets that sell a bundled product to an affiliate under a power purchase agreement (PPA) expiring in 2019. The PPA includes a pass-through provision for capex. Fitch, however, assesses the project's revenues as exposed to the volatility of merchant power prices because the PPA is contracted with an unrated affiliate. Revenue Risk-Volume: Midrange Hydrology variability is mitigated by projections based on actual historical water flows, which include drought-like conditions, to minimize output volatility in expected energy production. Stable Operating Performance- Operating Risk: Midrange The project benefits from a long history of stable operations at its conventional and run-of-river hydro units. Large capex particularly at the Northfield pumped storage facility have been and are expected to continue to be passed through via the PPA and should result in increased plant output and reliability. Conventional Debt Structure- Debt Structure: Midrange Debt is fixed-rate and fully amortizing through 2026, eliminating refinancing risk, and leverage levels are lower than similarly rated peers. Debt Service Under Fitch's rating case financial scenario, which assumes merchant market operations in absence of the PPA and lower electric output, DSCRs average 1.90x but fluctuate, with 1.36x coverage in 2016 and declining to around 1.43x in later years. Peer Comparison The merchant power projects Fitch rates have suffered material cash flow erosion amid generally depressed market prices in recent years. FirstLight benefits from fully amortizing fixed-rate debt, avoiding refinancing risk faced by comparable merchant hydropower projects. Leverage is also relatively lower at 5.73x Debt to CFADS or $194/kW. RATING SENSITIVITIES Negative- Failure of the sponsor to continue supporting project cash flows sufficient to meet rating case coverage levels; Negative- Persistent reductions in hydrology that materially reduce overall energy production. SUMMARY OF CREDIT PSP Investments has entered into an agreement to purchase from GSENA the HGC portfolio. HGC, located in ISO-NE region, is a portfolio of primarily hydroelectric power plants, including the 1,168-megawatt (MW) Northfield Mountain pumped storage facility, 12 hydroelectric plants (run-of-the river and conventional) totalling 195 MW and a 22.5-MW combustion turbine. PSP Investments is among Canada's largest pension investment managers reporting over CAD$112 billion of net assets under management in 2015. Fitch is satisfied that the HGC hydro portfolio is of strategic value to the sponsor. The sponsor's long-term investment approach is suitable for the assets which have estimated long lives but face potential periods of financial weakness. While there is no explicit guarantee, Fitch finds that the sponsor has the financial capacity to sustain its commitment to provide financial support as needed for the project to maintain a DSCR profile of at least 1.40x. Fitch will continue engagement with the sponsor for further details on refinement of the project's expected capex needs and routine O&M cost profile. The transaction is expected to close in early June pending FERC approval. Financial performance in 2015 was adequate with a Fitch calculated DSCR of 1.64x based on audited financial statements. Power prices in 2015 remained low with an average of about $41/MWh, below the $49/MWh average power price in the last five years. In addition to low power prices, run of river facilities achieved below budget generation due to lower hydrology amid milder weather conditions. Despite low market prices and lower volume output, 2015 financial performance was buoyed by the sponsor's support of capex. Financial performance will be under pressure in 2016 despite capex declining by nearly 40% from 2015 to about $25 million to continue plant upgrades, environmental compliance and relicensing activities. Generation output in 2016 Q1 is nearly 55% above budget but Fitch expects overall financial performance to be moderated by continued low power prices. Through the first four months of 2016, power prices averaged $26.65/MWh, lower than in the same period in the past five years. The project will continue to operate under low market power prices and low contracted capacity payments in the ISO-NE region just as debt service payments begin increasing. Fitch projects improved financial performance between 2017 and 2020 as annual capex is projected to remain consistent with the lower 2016 level and forward capacity auction prices have more than doubled to $7/kw/month to $9.55/kw/month from $3.43/kw/month. Whether capacity prices remain high will in part depend on whether ISO-NE adds generation in the region, gas pipeline capacity and/or new transmission to import energy to meet regional needs. Fitch's rating case financial analysis of stressed power prices (averaging about $32/MWh) and reduced electric output, DSCRs average 1.90x with a minimum of 1.36x in 2016. The minimum is driven by lower contracted capacity price while DSCRs over 1.70x are driven by higher contracted capacity prices through 2020. DSCRs decline after 2020 based on uncertainty in future capacity prices. Under a scenario where regional power capacity increases and capacity prices decline to historic levels of around $3/kw/month, Fitch projects a cash flow profile of below 1.0x, suggesting sponsor support would continue to be required to maintain the current rating. FORESIGHT ENERGY: Signs Transaction Support Pact with Noteholders ----------------------------------------------------------------- Foresight Energy LLC and Foresight Energy Finance Corporation, together with Foresight Energy LP, Foresight Energy GP LLC and certain other subsidiaries of FELP, entered into a Transaction Support Agreement with certain holders of the Issuers' 7.875% Senior Notes due 2021, pursuant to which the Partnership and the Consenting Noteholders have agreed to support a proposed global restructuring of the Partnership's indebtedness and certain governance and equity matters relating to the Partnership. Pursuant to the Support Agreement, the parties have agreed to support and seek to consummate the Restructuring as set forth in the term sheet for the Restructuring in a timely manner, including: * Holders of the Notes who are not affiliates of the Partnership, Reserves or Reserves Investor Group will exchange their Notes, through an exchange offer by the Partnership, for: (i) between $114 and $120 million aggregate principal amount of second-lien senior convertible PIK notes (with a maturity date of April 7, 2017, and a 15.0% per annum PIK coupon), which may be redeemed or purchased: (a) at the Partnership's option by or on behalf of the Partnership; (b) at the option of Murray Energy Corporation, by or on behalf of Murray; or (c) some combination of the purchase/redemption options described in clauses (a) and (b) that results in the entire purchase or redemption of the New Convertible PIK Notes (clauses (a), (b) and (c) being referred to as the "Note Redemption"). The New Convertible PIK Notes, if not redeemed or purchased under a Note Redemption, will convert into common units of FELP representing 75% of the total outstanding units of FELP (including Common Units and subordinated units) on April 7, 2017; (ii) between $294 million and $300 million aggregate principal amount of second-lien senior secured notes due August 2021 (with a 9.0% per annum cash coupon for the first two years, a 10.0% per annum cash coupon thereafter plus, in each case, an additional 1.0% per annum PIK coupon), plus an additional principal amount resulting from the capitalization of accrued and unpaid interest on the Notes held by such holders; and (iii) warrants, to be issued on the date the Exchange Offer is consummated, to acquire an amount of newly issued Common Units equal to 7.5% of the total outstanding units of FELP (including Common Units and subordinated units) outstanding on the date of a Note Redemption (after giving effect to the full exercise of the warrants and with certain other anti-dilution protections), exercisable only upon and after a Note Redemption until the tenth anniversary of the Note Redemption. * Investors in Foresight Reserves LP will purchase, through a tender offer (conditioned upon the contemporaneous consummation of the Exchange Offer described above), up to $106 million principal amount of the Notes held by holders that are not Reserves, the Reserves Investor Group or their affiliates, which shall settle contemporaneously with the settlement of the Exchange Offer. Reserves Investor Group will then exchange the New Affiliate Notes, together with $80 million principal amount of Notes currently held by them, for: (a) up to $180 million principal amount of New Convertible PIK Notes and (b) up to $6 million principal amount of New Second Lien Notes. An additional principal amount of Second Lien Notes equal to the accrued and unpaid interest on the New Affiliate Notes as of the Effective Date will be issued to the holders tendering in the Tender Offer. An additional principal amount of Second Lien Notes equal to the accrued and unpaid interest on the Notes held by Reserves Investor Group as of the Effective Date will be issued to Reserves Investor Group; * The Support Agreement shall terminate automatically upon the consummation of the Restructuring and shall also be subject to certain other termination events, including, among others, the commencement of a bankruptcy proceeding of the Partnership, any condition to closing of the Exchange Offer becoming incapable of being satisfied on or before July 15, 2016 and certain defaults or terminations of the Partnership’s existing forbearance a agreements and transaction support agreements. Certain of the termination events under the Support Agreement may be waived or modified by at least two noteholders party to the Support Agreement that hold at least 66 2/3% of the aggregate principal amount of Notes held by the noteholders party to such agreement (excluding any noteholders who may be affiliates of the Partnership). The proposed Restructuring (of which the foregoing Exchange Offer, Tender Offer and their related transactions form components) consists of a series of proposed transactions, including (among other things) the following additional proposed transactions: -- The proposed amendment and restatement of the Partnership's Second Amended and Restated Credit Agreement in the manner contemplated by the Transaction Support Agreement, dated as of April 18, 2016, by and among Foresight Energy LLC, certain of its subsidiaries, FELP and the banks and financial institutions from time to time party thereto, as previously disclosed by the Partnership in its Current Report on Form 8- K filed on April 18, 2016; -- Certain proposed amendments and waivers to Foresight Receivables LLC's receivables financing agreement to (among other things) address existing defaults; -- The proposed execution of a new intercreditor agreement among the first-lien creditors and the proposed new second-lien creditors; -- The proposed execution of one or more release agreements among the Partnership, its principal equityholders and holders of the Notes; -- Certain proposed operational and corporate governance changes, including the appointment of a Chief Financial Officer of the Partnership's general partner that is not affiliated with its significant equityholders, the appointment of a board observer mutually agreed upon by the holders of the Notes and the Partnership and the establishment of a "Synergy and Conflicts Committee" tasked with review and oversight of affiliate transactions; and -- Proposed modifications or amendments to the Partnership's other operational or financing documents, including equipment financings, as may be necessary to address existing defaults and/or events of default and permit the other proposed Restructuring transactions. Extension of Notes Forbearance Agreement On May 20, 2016, the Partnership entered into an agreement with certain holders of the Notes to extend the term of the existing forbearance agreement that was entered into on Dec. 18, 2015. As a result of the extension, the forbearance period now runs through July 15, 2016, unless further extended by the noteholders in their sole discretion or unless earlier terminated in accordance with its terms. "The successful consummation of the transactions contemplated by the Support Agreement, which are currently being negotiated with various stakeholders as part of the proposed Restructuring, are subject to various conditions, including the successful negotiation of definitive documentation and other conditions that are not within the control of the Partnership or its affiliates. There can be no assurances that the Partnership or any of its affiliates will be able to successfully negotiate or implement any of the proposed Restructuring transactions contemplated by the Support Agreement, or if they are able to do so, that such negotiation or implementation will be consistent with the terms described herein." A copy of the Transaction Support Agreement is available for free at https://is.gd/FHhiJH About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Foresight Energy had $1.76 billion in total assets, $1.78 billion in total liabilities and a $17.99 million total partners' deficit. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded all ratings of Foresight Energy, including the corporate family rating to 'Caa3' from 'Caa1'. FOREST CITY: Moody's Hikes Senior Unsecured Debt Rating to B1 ------------------------------------------------------------- Moody's Investors Service upgraded Forest City Enterprises, LP's (Forest City) senior unsecured rating to B1 from B2 following improvement in leverage metrics and the successful execution of their asset recycling program. The outlook for the ratings is stable. The following ratings were upgraded Senior Unsecured debt to B1 from B2 Senior Unsecured shelf to (P) B1 from (P) B2 Senior Subordinate shelf to (P) B2 from (P) B3 Junior Subordinate shelf to (P) B2 from (P) B3 Preferred stock shelf to (P) B3 from (P) Caa1 The outlook for the ratings is stable. RATINGS RATIONALE Forest City's B1 rating reflects the REIT's high quality office, retail and residential assets in major metropolitan markets, sound development track record, well-laddered lease expiration schedule and diversified tenant mix. The rating also considers Forest City's high secured leverage, low unencumbered asset base, modest liquidity relative to upcoming debt maturities and material exposure to development projects. Forest City's REIT conversion process did not have any credit implications but the portfolio and capital structure changes that accompanied the transformation are credit positives. Forest City has sold seven assets in 2016 and generated gross proceeds of $822 million. The sale of their stakes in the Brooklyn Nets, the Barclays Center Arena, military housing operations and Westchester's Ridge Hill, a mall in New York were some notable transactions. Pending sales of the affordable housing operations and the retail asset, Shops at Wiregrass, will likely generate an additional $304 million of gross proceeds. The REIT maintains moderate residual interest in some of the disposed assets. Forest City's core portfolio includes office, retail and residential assets in New York City, Boston, Washington DC and six other large metropolitan areas and a portfolio of regional malls. The office portfolio accounted for 43% of NOI in 1Q2016 and the portfolio consist of 37 assets that were 95.3% leased. The rest of the portfolio consists mainly of residential and retail assets that are also well leased. As of 1Q2016, Forest City had $5.7 billion of debt, which includes $5.6 billion of secured debt. About $1.73 billion of debt is maturing in 2016 and 2017. The REIT's unsecured credit facility, $600 million with an accordion of $150 million, is modest relative to the upcoming debt maturities and capital requirements for the ongoing development projects. Material asset sales proceeds mitigates the funding risk to some extent but would not likely provide consistent liquidity to meet Forest City's capital needs over the longer term. The unencumbered asset ratio would likely improve from the 19% at 1Q2016 if the REIT retires mortgage debt with the funds generated from dispositions. Investment in construction/development projects is material at about 10% of total assets. Joint venture and partnership arrangements for 12 of the 15 projects reduces Forest City's exposure to development risk to some degree. Forest City's joint venture arrangement with Greenland USA covers four out of the five assets in the Pacific Park development in Brooklyn, NY. The REIT also has joint venture arrangements with Arizona State Retirement System for five new projects and the joint venture with QIC covers 10 regional malls/retail assets. The stable ratings outlook reflects the expectation that leverage and coverage metrics would continue to improve modestly as debt is paid down from asset sales proceeds, but secured leverage would remain high and unencumbered asset base would remain modest. Moody's could consider upgrading Forest City's ratings if net debt to EBITDA is consistently below 9.0x, fixed charge remains at or above 2.0x and the funding structure includes diverse sources of capital. Another important consideration would be improved liquidity with multiple financing options available to meet upcoming debt maturities and capital calls related to development projects. The ratings could be downgraded if net debt to EBITDA approaches 10.0x, fixed charge is below 1.6x on a consistent basis and secured leverage is close to 50%. Deterioration in liquidity or challenges in leasing up the large development pipeline could also result in a downgrade. Forest City Realty Trust (Forest City Realty), a newly formed REIT is the parent of Forest City Enterprises, LP. Forest City Enterprises, LP is an operating partnership that owns a substantial portion of the assets and operations of the group. As of March 31, 2016, Forest City Realty had $10.4 billion of total assets and equity of $3.8 billion, on a pro-rata basis. FRESH & EASY: Selling Liquor License to Safeway for $25,000 ----------------------------------------------------------- Fresh & Easy, LLC's attorneys on May 24, 2016, filed with the U.S. Bankruptcy Court for the District of Delaware a notice disclosing that the Debtor is selling a Liquor License (No. 539597), to Safeway Inc. for $25,000. If no objections are received by the Debtor by May 26, 2016, at 5:00 p.m., then the Debtor may proceed with the proposed sale in accordance with the terms of the Court's Dec. 3, 2015 order approving the sale of miscellaneous assets. The Debtor's special counsel: Robert S. Brady, Esq. Michael R. Nestor, Esq. Justin H. Rucki, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 About Fresh & Easy Fresh & Easy, LLC, a chain of grocery stores in the Southwest United States, filed a Chapter 11 bankruptcy petition (Bankr. D. Del., Case No. 15-12220) on Oct. 30, 2015. The petition was signed by Peter McPhee, the chief financial officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $100 million. Judge Christopher S. Sontchi is assigned to the case. The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent, DJM Realty Services, LLC, and CBRE Group, Inc., as real estate consultants and FTI Consulting, Inc., as restructuring advisors. * * * The Debtor has undertaken the process of liquidating the estate's assets located at its retail locations and distribution center with the assistance of Hilco Merchant Resources, LLC, and Industrial Assets Corp., respectively, has engaged DJM Realty Services, LLC, and CBRE, Inc., to market its leasehold interests, and has recently engaged Hilco Streambank to assist with the disposition of its intellectual property. As part of the claims process, a bar date of Feb. 19, 2016, was established by the Court for creditor claims. FRIENDSHIP VILLAGE: Fitch Affirms 'BB-' Rating on Revenue Bonds --------------------------------------------------------------- Fitch Ratings has affirmed the 'BB-' rating on the following Illinois Finance Authority revenue bonds issued on behalf of Friendship Village of Schaumburg Obligated Group (FVS): -- $65.5 million series 2005A; -- $5 million series 2005B; -- $33.6 million series 2010. The Rating Outlook is Stable. SECURITY The bonds are supported by a pledge of gross revenues, a mortgage interest in property and improvements, and a debt service reserve fund. KEY RATING DRIVERS IMPROVED INDEPENDENT LIVING OCCUPANCY: Independent living unit (ILU) occupancy of 79% in fiscal 2016 (unaudited; year ended March 31, 2016) was improved from 72% in fiscal 2015. Occupancy improvement is attributed to strong sales, normalized attrition and apartment consolidations. STABLE DEBT SERVICE COVERAGE: Debt service coverage has averaged 1.5x over the last four fiscal years and was at 1.7x in fiscal 2016. Although FVS had a strong year of entrance fee receipts, certain expense overruns and lower than budgeted revenue in the assisted living and skilled nursing service lines have resulted in lower operating profitability, which prevented coverage from improving more significantly from prior years. WEAK LIQUIDITY: FVS' liquidity remains weak with 188 days cash on hand (DCOH), 24.6% cash to debt and a 3.1x cushion ratio. All ratios are unfavorable to Fitch's 'below investment grade' (BIG) medians of 227 DCOH, 37.3% and 5.0x, respectively. ELEVATED DEBT BURDEN: FVS' debt burden remains elevated with maximum annual debt service (MADS) equating to 15.3% of fiscal 2016 revenues, unfavorable to Fitch's median of 10%. In addition, revenue only coverage remained weaker at 0.6x. NON-OBLIGATED GROUP (OG) ACTIVITY: FVS' parent company (Friendship Senior Options; FSO) has a non-OG affiliate, Friendship Village of Mill Creek (dba Greenfields at Geneva (Greenfields)). Greenfields' first financial covenant test is scheduled for June of 2016. Management reports that they are not likely to meet the covenant requirements and are considering a debt refinancing or restructuring to address the issue. Fitch does not expect the developments at Greenfields to have a negative impact on FVS. RATING SENSITIVITIES CONTINUED OCCUPANCY IMPROVEMENT: Fitch expects Friendship Village of Schaumburg to continue improving its ILU occupancy over the medium term, which should result in improved profitability and coverage. Sustained improvement could lead to positive rating action. EXPOSURE TO SKILLED NURSING REVENUES: Given Friendship Village of Schaumburg's high reliance on skilled nursing revenues to support operations, any deterioration in the payor mix, or utilization, which negatively impacts debt service coverage may lead to negative rating pressure. CREDIT PROFILE FVS is a Type B continuing care retirement community (CCRC) currently consisting of 591 independent living apartments, 28 independent living cottages, 81 assisted living units, 25 assisted living dementia units, and 248 skilled nursing beds. FVS is owned and operated by FSO who is not obligated on FVS' bonds. The CCRC is located in Schaumburg, IL, approximately 30 miles northwest of downtown Chicago. In fiscal 2016 ended March 31 (unaudited), FVS reported total operating revenues of $53.1 million. Fitch uses the FVS obligated group financial statements in its analysis. The consolidated organization also includes non-obligated entities consisting of FSO, Friendship Village Neighborhood Services, Friendship Village of Mill Creek dba Greenfields at Geneva, and Friendship Senior Service Foundation. At unaudited fiscal year ended March 31, 2016 the obligated group represented 76% of total assets and 58% of total revenues. IMPROVED ILU OCCUPANCY AND STABLE CASH FLOW FVS had a robust sales year in fiscal 2016 which resulted in 122 move-ins, the highest in FVS' history, and 45 deposits for the year. Attrition was lower in fiscal 2016 with 101 turnovers, compared to 111 in fiscal 2015. Additionally, 51 of the turnovers were internal transfers to higher levels of care, against 35 in 2015, which helped retain more revenues in the community over the prior year. FVS has been combining smaller studio apartments since 2013 in order to increase its inventory of larger accommodations which are desired by the market. All of these factors lead to improved ILU occupancy of 79% for the year, up from 72% in fiscal 2015. Assisted living unit (ALU) and skilled nursing facility (SNF) occupancies of 90% and 84%, respectively, were in line with historical results. FVS has high exposure to the skilled nursing facility business line at about 50% of revenues and significant concentration to Medicare (43% of SNF net revenues) and Medicaid (25% of SNF net revenues) in this service line. Pressure on SNF census and revenues are elevated for FVS given governmental reimbursement limitations (especially in Illinois) and modifications to short-stay rehabilitation care management programs under Medicare. FVS' net operating margin (NOM)-adjusted has averaged 20.7% over the last four fiscal years and was 23.2% in fiscal 2016, significantly ahead of Fitch's 'BIG' median of 14.5%. Cash flow over the last four fiscal years has been supported by solid entrance fee receipts and should show further improvement with growing ILU occupancy. WEAK LIQUIDITY AND ELEVATED DEBT BURDEN FVS' unrestricted cash and investments of $25.4 million equated to 188 DCOH, 24.6% cash to debt and a 3.1x cushion ratio, all weaker than Fitch's BIG median ratios. The absolute level of liquidity has remained stable over the last four fiscal years, however, growth in FVS' revenue and expense base has resulted in a year-over-year decline in DCOH. FVS' liquidity covenant requires at least 180 DCOH and management continues to monitor the ratio closely. Breaching the DCOH covenant does not constitute an event of default. FVS' debt burden remains elevated with MADS equating to 15.3% of fiscal 2016 revenues. However, FVS' revenue growth over the last four fiscal years (16% overall growth) has resulted in incremental moderation of the debt burden over the time period. MADS as a percent of revenue improved from 17.4% in fiscal 2013, while debt to net available improved from 10.6x to 7.7x in fiscal 2016, in line with Fitch's median of 7.6x. NON-OG ACTIVITY Greenfields has met all of its occupancy requirements to date, and is currently at 95% occupancy in its ILUs. Greenfields' first financial covenant test is scheduled for June of 2016 and management reports that they are not likely to meet the covenant requirements (debt service coverage and cash to debt tests). Management is considering a debt refinancing or restructuring to address the issue. Fitch does not expect the developments at Greenfields to have a negative impact on FVS' operations or financial profile. Currently, FVS does not have the financial flexibility to transfer funds to Greenfields without violating its own liquidity covenants. The only liquidity exposure that FVS has to date is a $2 million transfer to FSO in 2010 as part of a liquidity support agreement for Greenfields. DEBT PROFILE As of March 31, 2016, FVS had $104.1 million in total long-term debt. Its debt structure is 100% fixed rate, and includes $5 million in extendable-rate adjustable securities (EXTRAS). These bonds were remarketed and reset on Feb. 15, 2014 for 5% on a five year term (through Feb. 15, 2019). FVS has no swaps outstanding. DISCLOSURE Under its Continuing Disclosure Agreement, FVS is required to provide annual audited financial statements within 150 days of each fiscal years end and quarterly unaudited financial statements with 45 days of each fiscal quarter-end. Disclosure to Fitch has been excellent and includes regularly scheduled investor calls. FULLCIRCLE REGISTRY: Incurs $160,000 Net Loss in First Quarter -------------------------------------------------------------- FullCircle Registry, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $159,799 on $248,584 of revenues for the three months ended March 31, 2016, compared to a net loss of $214,629 on $316,079 of revenues for the three months ended March 31, 2015. As of March 31, 2016, FullCircle had $5.22 million in total assets, $6.43 million in total liabilities and a total stockholders' deficit of $1.21 million. At March 31, 2016, the Company had total assets of $5,229,248 compared to $5,315,979 on Dec. 31, 2015. The Company had total assets consisting of $7,466 in cash, $3,934 in inventory, $26,376 in accounts receivable, $10,870 in utility deposits, $5,180,602 of net fixed assets in Georgetown 14, which includes accumulated depreciation of $1,382,675. Total assets at Dec. 31, 2015, consisted of $17,313 in cash, $3,267 in inventory, $28,496 accounts receivable, $10,870 in utility deposits, $305 prepaid expenses, $5,255,728 of net fixed assets in Georgetown 14, which includes accumulated depreciation of $1,307,549. A full-text copy of the Form 10-Q is available for free at: https://is.gd/wGMvof About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle reported a net loss of $695,678 on $1.14 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $653,428 on $1.49 million of revenues for the year ended Dec. 31, 2014. Somerset CPAs, P.C., in Indianapolis, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GASTAR EXPLORATION: Dan Wilks Reports 5.6% Stake ------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Dan H. Wilks and Staci Wilks disclosed that as of May 12, 2016, they beneficially own 7,390,511 shares of common stock of Gastar Exploration Inc. representing 5.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/HLkAnw 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. GASTAR EXPLORATION: Wilmington Trust Named Successor Trustee ------------------------------------------------------------ Wilmington Trust, National Association was appointed, effective May 17, 2016, as successor trustee and collateral agent under Gastar Exploration Inc.'s indenture, dated as of May 15, 2013, accrding to a regulatory filing with the Securities and Exchange Commission. Wilmington Trust succeeds Wells Fargo Bank, National Association as trustee and collateral agent under the Indenture. Effective May 31, 2016, Wilmington Trust will be appointed to replace Wells Fargo as paying agent, registrar and note custodian under the Indenture. The address of the corporate trust office for Wilmington Trust is 15950 North Dallas Parkway, Suite 550, Dallas, Texas 75248. 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. GENERAL CANNABIS: Hartley Moore Expresses Going Concern Doubt ------------------------------------------------------------- General Cannabis Corporation, formerly, Advanced Cannabis Solutions, Inc., reported a net loss of $1,188,232 for the three months ended March 31, 2016, compared to a net loss of $828,493 for the same period a year ago. Revenues for the first quarter total $692,112 compared to $56,857 for the same quarter a year ago. At March 31, 2016, the Company had total assets of $3,532,497 against total liabilities of $4,393,646 and stockholders' deficit of $861,149. A copy of the Company's Quarterly report is available at https://is.gd/98o5Hf "We had an accumulated deficit of $17,615,610 and $16,427,378, respectively, at March 31, 2016 and December 31, 2015, and further losses are anticipated in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern," the Company said in its Quarterly report. For the fiscal year ended December 31, 2015, the Company had a net loss of $8,786,277 compared to a net loss of $6,930,139 for 2014. Revenues were $1,762,978 for 2015 compared to $240,206 for 2014. A copy of the Company's Annual report is available at https://is.gd/5Np2Xn Hartley Moore Accountancy Corp. of Irvine, Calif., audited the Company's Annual report and said it has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GETCHELL AGENCY: Hires Purdy Powers & Co as Financial Consultant ---------------------------------------------------------------- The Getchell Agency and Rena J. Getchell seek permission from the U.S. Bankruptcy Court for the District of Maine to employ Marc Powers, CPA, CVA, and Purdy Powers & Co. as consultants, to assist the Debtor and the Estate by providing the financial and tax consulting services. Purdy Powers will provide financial and tax consulting services to the Debtors, including services related to amending prior year tax returns and completing and filing returns for 2015 for which extensions have been requested (and potentially subsequent returns), and to provide additional tax and financial consulting services as may be required in this case. Purdy Powers will be paid at these hourly rates: Marc Powers $330 Junior Level Associates $70-$225 A retainer in the sum of $2,500 will be paid by the Debtor to Purdy Powers upon entry of an order granting the Debtor's request to employ. The amount of additional fees and expenses that will be incurred is uncertain, but Purdy Powers estimates that they will range from $10,000 to $15,000, or a sum as subsequently approved by the Court. It is difficult to determine the full extent of services that will be required, because the documentation and accounts related to the returns to be amended are extensive, although the Debtor's other Court approved professionals and the Debtor's staff will work diligently in collaboration with Purdy Powers to minimize the time Purdy Powers will need to spend, to the extent possible. Mr. Powers assures the Court that the Firm doesn't hold or represent any interest adverse to the estate of the Debtors. Mr. Powers can be reached at: Marc Powers, CPA, CVA Purdy Powers 130 Middle Street, Portland, Maine, 04101 Tel: (207) 775-3496 Fax: (207) 775-0176 E-mail: mpowers@purdypowers.com Headquartered in Bangor, Maine, The Getchell Agency, aka Getchell Agency Inc, aka The Getchell Agency Inc, aka Getchell Agency filed for Chapter 1 bankruptcy protection (Bankr. D. Maine Case No. 16-10172) on March 25, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Rena J. Getchell, president. Judge Peter G. Cary presides over the case. James F. Molleur, Esq., and Andrew R. Sarapas, Esq., at Molleur Law Office serve as the Debtor's bankruptcy counsel. GRANITE ACQUISITION: Moody's Cuts Corporate Family Rating to Ba3 ---------------------------------------------------------------- Moody's said, " we downgraded the ratings of Granite Acquisition, Inc.'s, including its corporate family rating (CFR) to Ba3 from Ba2 and its probability of default (PD) to Ba3-PD from Ba2-PD. Granite's speculative grade liquidity rating (SGL) was affirmed at SGL-2. In addition, the outlook was changed to negative from stable. This rating action follows our assessment of the US merchant power sector in the wake of a sustained period of low commodity prices, including natural gas and electricity." Downgrades: Issuer: Granite Acquisition, Inc. -- Probability of Default Rating, Downgraded to Ba3-PD from Ba2- PD -- Corporate Family Rating, Downgraded to Ba3, from Ba2, -- 2nd Lien Senior Secured Bank Credit Facility, Downgraded to B2, LGD 6 from B1, LGD 6 -- 1st Lien Senior Secured Bank Credit Facility, Downgraded to Ba3, LGD 3 from Ba2, LGD 3 Outlook Actions: Issuer: Granite Acquisition, Inc. -- Outlook, Changed To Negative From Stable Affirmations: Issuer: Granite Acquisition, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE "Granite Acquisition's one notch downgrade is prompted by a sustained decline in natural gas prices which continue to depress wholesale electricity margins, as well as continued weak metals pricing" said Lesley Ritter Analyst. "The company's merchant exposure to these markets are negatively impacting its revenues and slowing the pace of debt amortization which has translated into weakened credit metrics". Moody's said, "The Ba3 CFR reflects the roughly 60% contracted profile of Granite's business mix that provides a sound base to its revenue generation, its sizeable merchant exposure to the more volatile energy and metals markets, as well as a highly levered capital structure. In particular, we view Granite's energy strategy that seeks to optimize that segment through opportunistic hedging as carrying greater underlying business risk and higher cash flow volatility." Granite's energy and metal market merchant exposure was the primary cause of its poor 2015 financial results which saw a 22% reduction in 2015 EBITDA versus the company's pro forma financing plan. The lower revenue generation not only produced weaker operating cash flow than originally anticipated but also slowed the pace of its expected debt pay down. Consequently, Granite experienced a material reduction in its key 2015 credit ratios with CFO pre-working capital to debt falling to 8.2% with the interest coverage ratio registering 2.1x. Moody's said, "Granite's SGL-2 reflects our expectation that the company will maintain a good liquidity profile over the next 12 months, and that it will have access to its committed credit facility. However, the SGL rating recognizes the fact that Granite will have limited access to alternative sources of liquidity as its assets are fully encumbered and that its prospective ability to comply with its financial covenant may become less certain given the tightening of its Leverage Ratio covenant from 6.75x through June 2018 to 4.75x thereafter." The negative outlook reflects the uncertainty surrounding the company's growing merchant energy market exposure that may challenge its ability to generate sufficient cash flows to de-lever fast enough to avoid any further erosion in its credit metrics. Considering the recent downgrade, it is not likely the rating would move upward over the next 12-18 months. A stabilization of the outlook would require improvement in the CFO pre-Working Capital to debt ratio in the low double digits on a sustainable basis. A rating downgrade is likely if Granite's credit metrics are further pressured by low commodity prices or if its leverage is not reduced as anticipated. Furthermore, the company would experience downward rating pressure if the contracted component of its consolidated revenue stream were to materially deviate from current levels, or if the company experienced operational difficulties requiring significant amounts of unexpected capital expenditures and additional leverage. Granite, through its wholly-owned subsidiary Wheelabrator Technologies, Inc., is the second largest Waste to Energy (WtE) facility operator in the U.S. WTI owns and operates 17 WtE facilities, operates 4 IPP facilities and 4 ash landfills. GREAT BASIN: Files Amended Form S-1 with SEC -------------------------------------------- Great Basin Scientific, Inc., filed with the Securities and Exchange Commission an amended registration statement on Form S-1/A relating to the offering up to 2,300,000 Units, each Unit consisting of one share of our common stock, par value $0.0001 and one Series G Warrants, each Series G Warrant to purchase one share of our common stock. The Units are being offered at an assumed public offering price of $2.63 per Unit, the last reported sale price of the Company's common stock on the NASDAQ Capital Market on May 19, 2016. The Company amended the Registration Statement to delay its effective date. The Units will not be issued to purchasers or certificated. Purchasers will receive only shares of common stock and Series G Warrants. The common stock and the Series G Warrants may be transferred separately immediately upon issuance. Each Series G Warrant is exercisable to purchase one share of the Company's common stock for a period of five years from their date of issuance. Each Series G Warrant will have an initial exercise price per share that is not less than the price per Unit in this offering. This prospectus also covers the shares of common stock issuable from time to time upon exercise of the Series G Warrants. The Company's common stock is listed on the NASDAQ Capital Market under the symbol "GBSN." On May 19, 2016, the last reported sales price of the Company's common stock on the NASDAQ Capital Market was $2.63 per share. There is no established trading market for the Series G Warrants and the Company does not expect active trading market to develop. In addition, the Company does not intend to list the Series G Warrants on any securities exchange or other trading market. A full-text copy of the amended prospectus can be accessed at: https://is.gd/RBBpdj 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 $27.6 million in total assets, $70.99 million in total liabilities, and a total stockholders' deficit of $43.4 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. GREAT BASIN: Has Waiver Agreement with Noteholders -------------------------------------------------- As previously disclosed on the Current Report on Form 8-K filed with the SEC 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 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. On May 24, 2016, the Company and certain buyers holding enough of the Notes and Series D Warrants to constitute the required holders under Section 9(e) of the SPA and Section 19 of the Notes entered into waiver agreements to waive: (i) the breach by the Company of Section 4(n)(ii) of the SPA solely with respect to (x) the Company's filing of the Registration Statement on Form S-1 (No. 333-211334) related to an offering of Units, (y) the Company's filing of an amendment to the Registration Statement on Form S-1 (No. 333-211334) in the calendar week starting on May 23, 2016, and (z) the Company's consummation of the offering of Units pursuant to the Registration Statement on Form S- 1 (No. 333-211334), as amended on May 24, 2016; and (ii) the event of default arising under Section 4(a)(x) of the Notes due to the Company's failure to comply with Section 4(n)(ii) of the SPA. 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 $27.6 million in total assets, $70.99 million in total liabilities, and a total stockholders' deficit of $43.4 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. GRIZZLY LAND: Seeks to Hire Ryley Carlock as Special Counsel ------------------------------------------------------------ Grizzly Land LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Ryley Carlock & Applewhite PC. Ryley Carlock will serve as special counsel for the Debtor in certain contested matters in its Chapter 11 case. F. Brittin Clayton III, Esq., the lawyer at Ryley Carlock who will be primary responsible for representing the Debtor, will be paid on an hourly basis for his services. Mr. Clayton's hourly rate is $410. Mr. Clayton will be assisted by other Ryley Carlock professionals whose hourly rates range from $210 to $300 for associate attorneys; $160 to $175 for paralegals; and $400 to $490 for other shareholders. Mr. Clayton disclosed in a court filing that his firm is a disinterested person as defined in section 101(14) of the Bankruptcy Code. Ryley Carlock can be reached through: F. Brittin Clayton, Esq. Ryley Carlock & Applewhite PC 1700 Lincoln Street, Suite 3500 Denver, CO 80203 Phone: (303) 863-7500 Fax: (303) 595-3159 The Debtor can be reached through its counsel: Lee M. Kutner, Esq. Kutner Brinen Garber, PC. 1660 Lincoln St., Suite 1850 Denver, CO 80264 303-832-2711 Direct 303-832-1510 Fax About Grizzly Land Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 16-11757) in Denver on March 1, 2016. Judge Thomas B. McNamara is assigned to the case. The petition was signed by Kirk A. Shiner, DVM, manager. The Debtor estimated $10 million to $50 million in assets and debt. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., serves as counsel to the Debtor. HAMPSHIRE GROUP: Forbearance Agreement Extended Until June 3 ------------------------------------------------------------ As previously reported: * On Nov. 30, 2015, Hampshire Group, Limited and certain of its subsidiaries entered into a Forbearance Agreement and Fifth Amendment to Credit Agreement with Salus CLO 2012-1, Ltd. and Salus Capital Partners, LLC, as lenders, pursuant to which, among other things, (i) the maturity date of the loans under the credit facility was changed to Feb. 29, 2016, and (ii) the Lenders agreed to forbear from exercising their rights with respect to certain specified defaults under the credit facility. * The Company has received a term sheet for a replacement credit facility from a new lender and is negotiating the definitive agreements with the new lender. The Borrowers and the existing Lenders entered into agreements, which, collectively, temporarily extended the forbearance date and maturity date to May 2, 2016, subject to an earlier date in the discretion of the Lenders in the event that the Lenders receive notice that the credit facility with the new lender will not be completed as currently contemplated. On May 17, 2016, the Borrowers and the existing Lenders entered into an agreement dated as of May 2, 2016, to extend each of the forbearance date and maturity date from May 2, 2016 to June 3, 2016, subject to an earlier date in the discretion of the Lenders in the event that the Lenders receive notice that the credit facility with any new lender will not be completed as currently contemplated. There can be no assurance that the new credit facility will be completed in a timely manner, or at all, or that the existing Lenders will give further extensions of the forbearance and maturity dates beyond June 3, 2016. Further, the Borrowers acknowledged that the Lenders have or will engage a consultant, at Borrowers' expense, to analyze and provide a valuation of the Borrowers' various assets. In addition, the agreement provides that on the earlier of May 30, 2016, or the date that any prospective lender for the new credit facility informs the Borrowers that such lender does not intend to consummate the financings, the Borrowers will, at the lenders' request, engage a chief restructuring officer. The Lenders will recommend three candidates to be the CRO (with one of which being GRL Capital Advisors) and Borrowers shall choose one of such candidates. About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. The Company completed the sale of Rio Garment S.A. effective April 10, 2015. The Company incurred a net loss of $28.8 million in 2014 following a net loss of $16.04 million in 2013. As of Sept. 26, 2015, Hampshire had $37.9 million in total assets, $44.8 million in total liabilities and a $6.93 million total stockholders' deficit. Elliott Davis Decosimo LLC, in Greenville, 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 and incurred negative cash flows from continuing operations and its total liabilities exceed its total assets at December 31, 2014. In addition, the Company is in default under its credit facility and has entered into a forbearance agreement and amendment to the credit facility, which among other items, changed the maturity date of the credit facility to February 29, 2016. The Company's lenders have indicated that they will not renew the credit facility beyond that maturity date, because they intend to exit this line of business. The Company is in the process of attempting to obtain financing with a new lender. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. HARBOR POINT: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: Harbor Point Restaurant RE, LLC 15 Harbor Point Road Stamford, CT 06902 Case No.: 16-50687 Chapter 11 Petition Date: May 25, 2016 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Julie A. Manning Debtor's Counsel: Scott M. Charmoy, Esq. CHARMOY & CHARMOY 1700 Post Road, Suite C-9 P.O. Box 804 Fairfield, CT 06824 Tel: (203) 255-8100 Fax: 203-255-8101 E-mail: scottcharmoy@charmoy.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bill P. Chimos, member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb16-50687.pdf HCA HOLDINGS: Egan-Jones Hikes FC Sr. Unsecured Rating to BB- ------------------------------------------------------------- Egan-Jones Ratings Company raised the foreign currency senior unsecured rating on debt issued by HCA Holdings Inc. to BB- from B+ on May 9, 2016. Headquartered in Nashville, Tennessee, HCA Holdings, Inc., through its subsidiaries, provides health care services in the United States. It operates general, acute care hospitals that offer medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic, and emergency services; and outpatient services, such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology, and physical therapy services. HEALTHEAST CARE: Fitch Lowers Rating on $149.2MM Bonds to 'BB+' --------------------------------------------------------------- Fitch Ratings has downgraded to 'BB+' from 'BBB-' the rating for following Housing and Redevelopment Authority of the City of Saint Paul, Minnesota bonds, issued on behalf of HealthEast Care System: -- $149.2 million hospital revenue bonds, series 2015A. The Rating Outlook is Stable. SECURITY The bonds are secured by a security interest in gross receivables of the obligated group and a mortgage on the obligated group's primary hospital facilities. KEY RATING DRIVERS ABSENCE OF SUSTAINED IMPROVEMENT: The downgrade to 'BB+' reflects the lack of improvement in HealthEast's profitability, which has underperformed Fitch's expectations, and which is necessary to improve the weak liquidity position. Fitch's prior rating affirmations and Stable Outlooks were based on expectations that operating margins would improve to near 3% and HealthEast missed its profitability targets in fiscal 2015 and through the six month interim period (ended Feb. 29, 2016). Further, the corporation's current physician alignment strategy is likely to inhibit any meaningful improvement in financial results over the near to medium term. LIMITED LIQUIDITY CUSHION: HealthEast's liquidity metrics have been consistently low and more reflective of a 'BB+' rated credit. HealthEast had $173.8 million in unrestricted cash and investments at fiscal year-end 2015 (Aug. 31, 2015) which translated to 69 days cash on hand (DCOH) and cash to debt of 50.7%, both considerably below the 'BBB' category medians but in line with targets that were presented during Fitch's last review in May 2015. EXPECTED CONTINUED INVESTMENT IN PHYSICIANS: A key strategic initiative for HealthEast in its current five-year plan is to grow primary care, provide better access to health care and continue to build its clinically integrated network to prepare for population health. To this end, HealthEast invested heavily in this strategy in the first quarter of 2016 ($5.6 million) and will continue to do so in the last half of 2016 and in 2017. The ongoing investment will constrain cash growth in the short term, but management expects that the initiative will boost utilization in future periods. PROFITABILITY DECLINE IN EARLY 2016 WITH SUBSEQUENT RECOVERY: Due to start-up costs related to the physician growth strategy in the first quarter, HealthEast posted a low 3.0% EBITDA margin in the first quarter, but then improved cash flow to 7.4% in the second quarter and again in the third quarter as a result of management's actions in increasing productivity and reducing discretionary spending throughout the system. Management is projecting a 6.5% EBITDA margin in fiscal 2016, just below the 7.2% margin for fiscal 2015. While Fitch views the correction in 2016 favorably, we note that 2016 will result in another year of lower than expected profitability. COMPETITIVE BUT FAVORABLE MARKET: HealthEast maintains a leading market position in its competitive St. Paul service area, and benefits from the solid socioeconomic characteristics in the area. Inpatient market share was 30.4% in the east metro primary service area as of 2015, followed by 27.6% for Allina (rated 'AA-' with a Stable Outlook by Fitch) and 23.3% for HealthPartners. HealthEast's main competitors are Allina's United Hospital and HealthPartners' Regions Hospital, both located in downtown St. Paul. RATING SENSITIVITIES IMPROVED LIQUIDITY AND PROFITABILITY: A rating upgrade will be considered if HealthEast can demonstrate that its strategic investments and initiatives have resulted in a higher level of operating profitability which will allow for an improvement in liquidity metrics that are more consistent with an investment grade category rating. CREDIT PROFILE The HealthEast system includes three acute care hospitals and a long-term acute care hospital (LTACH) in the St. Paul area, 14 outpatient clinics, over 1,100 medical staff members, and approximately 7,300 employees. St. Joseph's Hospital is located in downtown St. Paul with 239 staffed beds, St. John's Hospital is located in a suburb of St. Paul with 184 staffed beds, and Woodwinds Hospital is located in a suburb of St. Paul with 86 staffed beds. HealthEast also has a long-term acute care hospital, Bethesda Hospital, with 126 staffed beds. The system generated $974 million in total revenues in fiscal 2015 (year ended Aug. 31). Fitch's analysis is based on the consolidated system, which includes all three acute care hospitals, the LTACH, the employed medical group, and other controlled affiliates. The obligated group (OG) consists of the corporate parent, the three acute care facilities and the LTACH, which together generated 85.7% of total revenues in fiscal 2015. The consolidated system results are considerably weaker than the OG financials because it includes the losses in the non-obligated group entity, HealthEast Medical Research Institute, which employs most of the primary care providers at the clinics as well as hospital-based providers. TEMPERED LIQUIDITY GROWTH EXPECTED Cash decreased since fiscal 2013 after HealthEast funded most of its new EHR system from operations and cash reserves. The EHR implementation was successfully launched in June 2014 with no negative impact on accounts receivables, which Fitch views favorably. Fitch includes the non-recurring expense in 2014 and 2015 related to the Epic implementation in the operating expense numbers and operating margins. Liquidity metrics have always compared unfavorably to the 'BBB' category medians and cash to debt was 50.7% for 2015 compared to the 89.5% median. DCOH at six months (Feb. 29, 2016) is 57.7 days because of the cyclical nature of the timing of pension payments, but it is higher than it was in the six month period of fiscal 2015, and management projects that it will increase by year end to approximately the same level of 69 days as in fiscal 2015. Capital spending is expected to remain modest at approximately 90% of depreciation in the coming years, which should help the system rebuild its cash reserves in the long term. HealthEast currently has 373 employed physicians on its medical staff and is targeting to add another 60 health providers (40 physicians) in fiscal 2016. Through April, the system had added seven primary care and eight new specialty physicians. Fitch anticipates that management will carefully monitor operations and cash flow while the system continues to pursue its growth in employed physicians. Nevertheless, it is a significant investment in the short term with HealthEast anticipating $16.2 million in expenses for 2016 for new provider compensation and other related expenses as the system continues to prepare for population health. SHORT-TERM LOSSES IN EARLY 2016 Management identified and implemented certain productivity improvements, reduced purchased services and reduced discretionary spending to curb operating expenses in the second and third quarters of fiscal 2016 to correct for the losses in the first quarter that resulted from HealthEast's accelerated investment in employed providers. Management has already achieved $21 million in annualized savings in 2016 through these efforts, resulting in a quick improvement to cash flow in the second and third quarter of 2016. Despite these efforts, the loss from the first quarter, along with primarily flat utilization trends in a competitive, mature market will temper the full year results in 2016. POSSIBLE DEBT ISSUANCE IN FISCAL 2017 Fitch notes that HealthEast's leverage ratios continue to be in line with the 'BBB-' rating. Maximum annual debt service (MADS) coverage ratio of 3.2x for fiscal 2015 was above the 2.7x median and MADS was a modest 2.2% of total revenue, highlighting HealthEast's manageable debt burden. HealthEast had $333.2 million in long-term debt as of Feb. 29, 2016. HealthEast may be contemplating a modest financing in the fall of 2016 in the range of $10 million to $50 million. The financing being considered would refinance $5 million in outstanding debt, provide $14 million to buy out one of its leases and $10 million for ambulatory surgery expansion, as well as fund approximately $20 million to possibly freeze the pension plan to remove volatility risk from HealthEast's balance sheet and income statement. The pension plan, which has been frozen to new participants since December 2000, was 76% funded as of fiscal end 2015. Fitch views these preliminary plans neutrally as most of the financing being considered would address an already existing liability for HealthEast. Fitch is not incorporating the effects of any possible financing in the current rating action. DEBT PROFILE Variable rate debt makes up 43.2% of HealthEast's long-term obligations (series 2015B, C, and D bonds). These taxable bonds are directly placed with three banks, as are the fixed series 2012, 2012B and C bonds. The bonds issued in 2012 will all mature by 2023. The bonds issued in 2015 have bank loan renewal dates in 2020 and 2022. The covenants on the direct bank placements are higher than the covenants in the Master Trust Indenture, including a step up in the DCOH covenant from a current level of 40 days to 65 days as of fiscal 2018, a debt to capitalization of lower than 65% and 1.2x debt service coverage. These covenants are based on the OG which has higher debt service coverage and DCOH. The compliance certificate indicates 76.9 days for fiscal year end 2015 and 63.3 days at February 2016 for the OG. Fitch notes that HealthEast is fairly close to the debt to capitalization test, which was 57.7% at fiscal year-end 2015 and 58.8% at Feb. 29, 2016. A failure to comply with the financial covenants under the bank documents would be an event of default subject to various grace periods. HFIG OLD BRIDGE 2: Sells Gym Equipment, Intangibles for $181,000 ---------------------------------------------------------------- Judge Christine M. Gravelle on May 24, 2016, entered an order authorizing HFIG Old Bridge 2 LLC, also known as Club Metro Shoppes to sell gym equipment, inventory, goodwill and other intangibles. The proposed sale excludes the Debtor's interest in its real property lease with Old Bridge Holdings, LLC ("OBH"), its Franchise Agreement with Club Metro USA Inc. ("CMUSA"), and any interest in the members/customers' contracts or customer information. The sale order signed by Judge Gravelle did not identify the buyer for the assets. OBH and Firestone have agreed to the terms of the sale and the proposed allocation distribution of proceeds. Specifically, the purchase price will be $181,307 consisting of $95,000 to the estate, $51,929 to satisfy the Firestone lien and $34,378 for the May 2016 rent for the premises. $85,000 of the sales proceeds will be disbursed to the State of New Jersey for priority sales taxes so that the Buyer may take title to the assets and operate the business free of any tax consequences or issues. Any remaining sale proceeds would remain in the estate and be used towards administrative claims and unsecured claims, to the extent of sufficient funds. A copy of the Sale Order is available at: http://bankrupt.com/misc/HFIG_44_Sale_Ord.pdf About HFIG Entities HFIG Freehold, LLC aka Club Metro Freehold, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 15-33591) on December 18, 2015. HFIG Old Bridge 2 LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-10564) on January 13, 2016. HFIG Old Bridge LLC filed a separate Chapter 11 petition (Bankr. D.N.J. Case No. 16-10572) also on January 13, 2016. HFIG Old Bridge 2's attorney: David S. Catuogno, Esq. LECLAIR RYAN 1037 Raymond Boulevard Sixteenth Floor Newark, NJ 07102 Tel: (973) 491-3600 HI-CRUSH PARTNERS: S&P Lowers CCR to 'B-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Houston-based industrial sand producer Hi-Crush Partners LP to 'B-' from 'B+'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's senior secured debt to 'B+' from 'BB-'. S&P also raised the recovery rating to '1' from '2', indicating its expectation for very high (90%-100%) recovery of principal and interest in the event of a payment default. "The negative outlook reflects our expectation for continued pressure on Hi-Crush's liquidity position over at least the next 12 months as cash flows remain weak due to reduced drilling and completion activity and weak demand and pricing for frac sand," said S&P Global Ratings credit analyst Ryan Gilmore. "As a result, we expect the company will maintain credit measures at a level consistent with a highly leveraged financial risk assessment, including debt to EBITDA above 15x and EBITDA interest coverage of 1x in 2016." S&P could lower the rating if it no longer deemed liquidity to be adequate as indicated by sources over uses of less than 1.2x over the next 12 months. This could occur if demand and prices for frac sand remained at current levels, resulting in accelerated cash and revolving credit facility usage. A negative rating action could also occur if EBITDA interest coverage were sustained below 1x, which could occur if 2016 adjusted EBITDA fell below $20 million, all else being equal. S&P could also downgrade Hi-Crush if the company's financial commitments appeared to be unsustainable in the long term. This could be the result of protracted weakness in the oil and gas sector. It is unlikely that S&P would raise the rating in the next 12 months given the weakness in Hi-Crush's operating environment. However, S&P could consider revising the outlook to stable within the next year if oil prices increased and drilling and completion activity stabilized or showed improvement. S&P would consider an upgrade if it viewed Hi-Crush's business risk profile to be more consistent with a weak assessment. This could be the result of a strengthened competitive position due to improved profitability, increased scale, or other factors. S&P could also consider an upgrade if the company achieved sustainable improvement in credit measures, with debt to EBITDA of less than 5x and EBITDA interest coverage above 2x. This could occur in the longer term if prices or volumes rose meaningfully from current levels. HOSPITAL AUDIENCES: U.S. Trustee Forms 3-Member Committee --------------------------------------------------------- The U.S. Trustee for Region 2 on May 25 appointed three creditors of Hospital Audiences, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Fund for the City of New York 121 Avenue of Americas, 6th Floor New York, New York 10003 Attn: Mr. Andrew Walrond (2) Mr. Francis Palazzolo 137 East Houston Street, Apartment 3 New York, New York 10002 (3) Leviticus 25:23 Alternative Fund 33 West Main Street, Suite 205 Elmsford, New York 10523 Attn: Mr. Gregory Maher 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 Hospital Audiences Hospital Audiences, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of New York (Brooklyn) (Case No. 16-42119) on May 16, 2016. The petition was signed by Ken Berger, acting executive director. The Debtor is represented by Fred Stevens, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP. The case is assigned to Judge Carla E. Craig. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. HUMBERTO VELA: Patient Care Ombudsman Issues Sixth Report --------------------------------------------------------- In Humberto Vela, Jr.'s Chapter 11 case, Dr. Thomas A. Mackey was appointed as the Patient Care Ombudsman (PCO) with the intent of evaluating and reporting to the Bankruptcy Court on the quality and safety of patient care. Previous PCO visits concentrated on the Debtor's administrative functions, policies and procedures, human resources, equipment, quality/safety/infection control committee meetings, medication errors, patient fall reporting, and supervisory oversight related to quality and safety of care provided. Multiple recommendations for change were outlined in previous PCO reports. To the Debtor's credit, each recommendation was addressed and significant agency changes have occurred. The PCO feels comfortable that patient care at the Facility is being provided at a level better than prior to filing Chapter 11. Nevertheless, the PCO visit on May 17, 2016 found three areas of some concern related to delivery of safe quality care: 1) once again, as was the case during the last visit, provider (nurses) chart notes are not always completed in a timely manner after visiting a patient; 2) recording of patient weights and respirations do not appear accurate when viewed over long periods of time and 3) the number of nurse visits per day (8-10) might be an indicator of overload leading to decreased quality of care and nurse burn out. In general, systems and personnel are in place to continue to provide quality safe care to patients of the agency. The PCO believes the agency is currently providing quality safe care with the exception of the areas mentioned above. The Facility has addressed and made excellent progress on patient safety and quality issues mentioned in previous PCO reports. Currently, the PCO is satisfied with corrective actions and believes the infrastructure now in place (i.e. a new Performance Improvement Coordinator) provides a permanent solution for continued delivery of safe quality care. Humberto Vela, Jr., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-50016) on Feb. 17, 2015. Mr. Vela operates a home health care agency in a one-story office building located at 1001 Corpus Christi Street, Laredo, Texas. IKE ELECTRIAL: Hires Ofeck & Heinze for C&S Construction Lawsuit ---------------------------------------------------------------- I.K.E. Electrical Corp. asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Mark Heinze, Esq., at Ofeck & Heinze, LLP, as special counsel to represent the Debtor in connection with the action brought against C&S Construction and Trump Village. The Debtor requires legal representation in a proceeding in the Superior Court of New Jersey in connection with a suit that Debtor has brought against C&S Construction and Trump Village for services performed. Mr. Heinze, a member at Ofeck & Heinze, tells the Court that the firm will be paid a contingency fee of 25% of net recovery, in excess of expenses. Mr. Heinze assures the Court that the firm doesn't hold nor represent an adverse interest to the estate and is disinterested under 11 U.S.C. Section 101(14). Ofeck & Heinze can be reached at: Mark Heinze, Esq. Ofeck & Heinze, LLP 85 Main Street, Suite 204 Hackensack, NJ 07601 Tel: (201) 488 9900 Fax: (201) 488 4475 E-mail: markfheinze@gmail.com Headquartered in Closter, New Jersey, I.K.E. Electrial Corporation dba IKE Electrical Corp. filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 16-18212) on April 28, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Rebecca S. Adika, president. Judge John K. Sherwood presides over the case. David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, serves as the Debtor's bankruptcy counsel. IKE ELECTRIAL: Taps Martin D. Eisenstein as Accountant ------------------------------------------------------ I.K.E. Electrical Corp. seeks permission from the U.S. Bankruptcy Court for the District of New Jersey to employ Martin D. Eisenstein, CPA, as accountant, in connection with financial affairs and preparation of the Chapter 11 Monthly Operating Reports. Mr. Eisenstein will: a. analyze financial records of the Debtor, prepare tax returns and financial statements; and b. evaluate the Debtor's financial condition, and prepare monthly operating reports as required by the bankruptcy's procedural guidelines. Mr. Eisenstein will be paid $250 per hour for his services. Mr. Eisenstein assures the Court that he doesn't hold nor represent an adverse interest to the estate, and that he is disinterested under 11 U.S.C. Section 101(14). Mr. Eisenstein said that he waives any pre-petition claim against the Debtor. He served as the Debtor's accountant prior to the filing of the Debtor's Chapter 11 bankruptcy. Mr. Eisenstein can be reached at: Martin D. Eisenstein, CPA 8 Sparman Place, Secaucus, NJ 07094 Tel: (201) 863-3145 E-mail: martin@eisenstein.com Web: Eisenstein.com Headquartered in Closter, New Jersey, I.K.E. Electrial Corporation dba IKE Electrical Corp. filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 16-18212) on April 28, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Rebecca S. Adika, president. Judge John K. Sherwood presides over the case. David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, serves as the Debtor's bankruptcy counsel. INFRAX SYSTEMS: Reports March 31 Quarter Results ------------------------------------------------ Infrax Systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $483,234 on $0 of revenues for the nine months ended March 31, 2016, compared to a net loss of $1.04 million on $43,046 of revenues for the nine months ended March 31, 2015. As of March 31, 2016, Infrax had $6,340 in total assets, $882,712 in total liabilities and a total stockholders' deficit of $47,381. As of March 31, 2016, the Company has a working capital deficit and has incurred a loss from operations and recurring losses since its inception resulting in a significant accumulated deficit. As of March 31, 2016, the Company had negative working capital of approximately $63,131. As of March 31, 2016, the Company had approximately $0 in cash with which to satisfy its cash requirements for the next twelve months, along with approximately $650,000 remaining on the line of credit from Mr. Sam Talari, the Company's Chairman, Talari to pay normal operating expenses, while the Company attempts to secure other sources of financing. "Since the inception of our Master Note Agreement, Mr. Talari has continued to advance funds to us as needed. Mr. Talari remains committed to continue funding the Company and has regularly converted amounts outstanding and accrued interest, under the note agreement, to our common stock, in order to have money available. At March 31, 2016, we owe Mr. Talari $352,345 on the master promissory note plus accrued interest. Mr. Talari has pledged funding for operating capital, up to $1,000,000, under the same terms as the original Master Note." A full-text copy of the Form 10-Q is available for free at: https://is.gd/W8F08m About Infrax Systems St. Petersburg, Fla.-based Infrax Systems, Inc., engages in the design, development, systems integration, and manufacture of turnkey secure solutions for the utility industry. The Company reported a net loss of $501,000 on $16,000 of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $559,000 on $65,200 of total revenue for the same period in 2013. IRON BRIDGE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Iron Bridge Tools, Inc. 624 S. Military Trail Deerfield Beach, FL 33442 Case No.: 16-17505 Chapter 11 Petition Date: May 25, 2016 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: Craig A. Pugatch, Esq. RICE PUGATCH ROBINSON STORFER & COHEN, PLLC 101 NE 3 Ave #1800 Ft Lauderdale, FL 33301 Tel: 954-462-8000 Fax: 954-462-4300 E-mail: capugatch.ecf@rprslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Glenn Robinson, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-17505.pdf ISTAR INC: Appoints Geoffrey Jervis COO and CFO ----------------------------------------------- iStar Inc. announced that Geoffrey G. Jervis will join the Company as its chief operating officer and chief financial officer, effective June 15, 2016. From July 2014 to February 2016, Mr. Jervis was the chief financial officer of STAG Industrial, Inc. From 2005 to 2013, Mr. Jervis served as the chief financial officer of Blackstone Mortgage Trust, Inc. and its predecessor, Capital Trust, Inc. (NYSE: CT). From 2012 to 2013, Mr. Jervis also served as the chief financial officer and a member of the investment committee of BXMT Advisors L.L.C., a managing director of The Blackstone Group L.P. and the chief financial officer of Blackstone Real Estate Debt Strategies. Before joining Blackstone in 2012, Mr. Jervis was also the chief financial officer of CTIMCO, a commercial real estate investment manager and rated special servicer that was wholly owned by Capital Trust and acquired by affiliates of Blackstone in December 2012. Mr. Jervis, 45, received a B.A. in History from Vanderbilt University, and an honors (Beta Gamma Sigma) M.B.A. from Columbia Business School. Mr. Jervis will succeed David DiStaso as iStar's chief financial officer. Mr. DiStaso will remain with iStar as a senior advisor through Dec. 31, 2016. Mr. Jervis' compensation arrangements will include: * An annual base salary of $500,000; * participation in iStar's annual incentive bonus program with a minimum guaranteed bonus of $500,000 for 2016 (pro rated for his time at iStar) and 2017; * Grant of 100,000 restricted stock units that will vest in 20% increments at the start of employment and on each annual anniversary date thereafter; and 2.5 points in the 2015/2016 series of iStar's Performance Incentive Plan, subject to the vesting and other terms of that Plan; * Participation in iStar's standard benefits and welfare plans for senior executives. About iStar Inc. New York-based iStar Inc., formerly known as iStar Financial Inc. (NYSE: SFI) provides custom-tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Inc. reported a net loss allocable to common shareholders of $52.7 million on $515 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common shareholders of $33.7 million on $462 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, iStar Inc. had $5.49 billion in total assets, $4.46 billion in total liabilities, $8.98 million in redeemable noncontrolling interests and $1.01 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. ISTAR INC: Stockholders Elect 7 Directors to Board -------------------------------------------------- iStar Inc. held its 2016 annual meeting of shareholders on May 18, at which the shareholders: (i) elected Jay Sugarman, Clifford DeSouza, Robert W. Holman, Jr., Robin Josephs, John G. McDonald, Dale Ann Reiss and Barry W. Ridings as directors; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016; and (iii) approved, on an advisory basis, the compensation of its named executive officers. About iStar Inc. New York-based iStar Inc., formerly known as iStar Financial Inc. (NYSE: SFI) provides custom-tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Inc. reported a net loss allocable to common shareholders of $52.7 million on $515 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common shareholders of $33.7 million on $462 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $5.62 billion in total assets, $4.51 billion in total liabilities, $10.71 million in redeemable concontrolling interests, and $1.10 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. J.G. NASCON: Prosthetics' $1.4MM Wins Auction for Assets -------------------------------------------------------- Judge Magdeline D. Coleman on May 24, 2016, entered an order authorizing J.G. Nascon, Inc., to sell substantially all assets to for $1.4 million to the winning bidder, Prosthetics Innovations LLC. The Debtor received qualified bids from Re-Steel Supply Co., Inc., and Prosthetic. The Debtor conducted an auction at the sale hearing on April 27, 2016. At the conclusion of the auction, Prosthetics was selected by the Debtor as the successful bidder at a purchase price of $1,400,000 and Re-Steel was selected as the back-up bidder with a purchase price of $1,150,000. Prosthetics submitted a bid at the auction in the amount of $1,400,000 in readily available funds, non-refundable payments, each in the amount of $5,000, to M&T Bank on May 5, 2016, and June 5, 2016, and an agreement to lease the Debtor's property back to the Debtor without charge until Dec. 31, 2016, with the closing to such sale to occur not later than June 30, 2016, pursuant to the Prosthetics Agreement of sale dated May 19, 2016. Prosthetics will complete its Phase 1 environmental study by no later than May 30, 2016, but will have the right to request one, two-week extension of time to complete such study. Prosthetics will execute a 6-month lease for the office, shop and yard at the Property to the Debtor for $0 rent at the closing of the sale of the Property. A copy of the Sale Order is available at: http://bankrupt.com/misc/JG_Nascon_151_Sale_Ord.pdf J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 15-18704) on Dec. 4, 2015, in Philadelphia. The Debtor tapped Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., as attorneys. The Debtor estimated $1 million to $10 million in assets and debt. JADECO CONSTRUCTION: Hires Koster Industries as Auctioneer ---------------------------------------------------------- Jadeco Construction Corp. asks the U.S. Bankruptcy Court for the Eastern District of New York to employ Koster Industries as auctioneer to assist the Debtor in the sale of certain of its assets. The Debtor has vehicles and equipment that have a value and can be sold for the benefit of this estate and its creditors. In this regard, the Debtor believes that the retention of an auctioneer would be in the best interest of the estate to sell the Debtor's property rapidly and in an efficient manner. The Debtor further believes that the retention of Koster as auctioneer would be beneficial to the estate to assist the Debtor in obtaining the highest and best offer for the vehicles and equipment. Koster will be paid commissions consistent with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure and the Local Rules for the U.S. Bankruptcy Court for the Eastern District of New York. The commissions will be paid after the filing of an application with the Court which application will be on notice to the creditors and the office of the U.S. Trustee. Randy Koster, president of Koster Industries, assures the Court that the firm doesn't hold nor represent any interest adverse to the estate in the matters upon which the firm is to be engaged, and that the firm is a "disinterested person" within the meaning of Section 101(14) of title 11 of the Bankruptcy Code. Randy Koster President Koster Industries 40 Daniel Street Farmingdale, NY 11735 Tel: (631) 454-1766 Fax: (631) 454-1779 E-mail: randy@kosterindustries.com Jadeco Construction Corp. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York (Central Islip) (Case No. 16-71508) on April 6, 2016. The petition was signed by Jacinto Dealmeida, president. The Debtor is represented by Joel M. Shafferman, Esq., at the Shafferman & Feldman LLP. The case is assigned to Judge Robert E. Grossman. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. JAG VENTURES: Seeks to Hire Coldwell Banker as Broker ----------------------------------------------------- JAG Ventures, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Coldwell Banker Commercial Eberhardt & Barry, Inc. as its real estate broker. The Debtor tapped the firm in connection with the sale of its properties located at 107 Chapman Road, Peach County; 1229 Russell Parkway, Houston County; 660 Peavy Road, Peach County; 7405 Industrial Highway, Bibb County; and 131 Glen Hill Court, Bibb County, in Georgia. Coldwell will receive an 8% commission for its services, according to its agreement with the Debtor. Miki Folsom, president and associate broker of Coldwell, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's estate. Coldwell can be reached through: Miki Folsom COLDWELL BANKER 990 Riverside Drive Macon, GA 31201 Phone: (478) 746-8171 The Debtor can be reached through its counsel: Wesley J. Boyer, Esq. Katz, Flatau & Boyer, L.L.P. 355 Cotton Avenue Macon, GA 31201 Tel: (478) 742-6481 E-mail: Wes@WesleyJBoyer.com About JAG Ventures JAG Ventures, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Middle District of Georgia (Macon) (Case No. 15-52745) on November 30, 2015. The petition was signed by Ronald D. Bartlett, authorized individual. The Debtor is represented by Wesley J. Boyer, Esq., at Katz, Flatau & Boyer, L.L.P. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. JODY L. KEENER: Court Junks Super Wing's Bid for AdequateProtection ------------------------------------------------------------------- Judge Thad J. Collins of the United States Bankruptcy Court for the Northern District of Iowa granted Debtor's Motion for Summary Judgment; denied Super Wings' Motion for Adequate Protection; and denied as moot Super Wings' Motion to Strike. Debtor owned a particular piece of real estate subject to three liens: Guaranty Bank's fully secured first mortgage, Collins' partially secured second mortgage, and Super Wings' unsecured judgment lien. Debtor had previously asked the Court for authorization to sell the property free and clear of liens, stating that Guaranty Bank's first mortgage would be paid off, that Collins had agreed to accept $50,000 in exchange for releasing its lien, and that the net sale proceeds would be used to pay Debtor's tax liability arising from the sale. Super Wings objected to this use of the net sale proceeds. Super Wings argued that the sale proceeds should be used to pay lienholders (like Collins), not Debtor's tax obligations. The Court postponed ruling on how the proceeds at issue would be used and approved the sale, under condition that the net sale proceeds be put in escrow pending ruling. The sale occurred. After paying Guaranty Bank's mortgage and $50,000 to Collins, Debtor put the $287,104.62 in net sale proceeds in escrow. Super Wings argues that it is entitled to the full $287,104.62 in net sale proceeds because under the express terms of the sale motion and order, Collins released its lien when it received the $50,000 payment. Debtor and Collins argue that Collins is entitled to the entire $287,104.62 in net sale proceeds held in escrow, not Super Wings. Collins argues that it agreed to release its second position lien on the terms set out in the Sale Motion. Collins notes that the Sale Motion says that the net sale proceeds would be used to pay Debtor's tax obligations. Collins argues that, because the sale proceeds aren't being used to pay Debtor's tax obligations, it has not released its lien. Debtor argues that Super Wings is not entitled to any adequate protection from the proceeds because Super Wings' lien never actually attached to the real estate because its value was fully encumbered by the first two liens. The bankruptcy case is IN RE: JODY L. KEENER, Chapter 11, Debtor, Bankruptcy No. 14-01169 (Bankr. N.D. Iowa). A full-text copy of the Memorandum and Orders dated May 12, 2016 is available at https://is.gd/hzg9PC from Leagle.com. Jody L. Keener, Debtor, is represented by Don Brady, Blair and Brady Law Firm Seth R. Delutri, Jeffrey D. Goetz, Esq. -- goetz.jeffrey@bradshawlaw.com -- Bradshaw, Fowler, Proctor & Fairgrave, Justin E LaVan, Esq. -- lavan.justin@bradshawlaw.com -- Bradshaw Fowler Proctor & Fairgrave, Timothy N. Lillwitz, Esq. -- lillwitz.timothy@bradshawlaw.com -- Bradshaw, Fowler, Proctor & Fairgrave PC, Krystal Mikkilineni, Esq. -- mikkilineni.krystal@bradshawlaw.com -- Bradshaw, Fowler, Proctor & Fairgrave PC, Timothy James Van Vliet, Wetsch, Abbott & Osborn, P.L.C.. JTS LLC: Seeks to Hire Christopher Hoke as Special Counsel ---------------------------------------------------------- JTS LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire Christopher Hoke as its special counsel. Mr. Hoke will represent the Debtor in a lawsuit it filed against Nokian Tyres PLC and two other companies in a district court in Alaska for terminating their exclusive distributorship agreement. He will also assist the Debtor in collecting delinquent accounts receivable. Mr. Hoke will be paid on an hourly rate of $100, plus contingent fee of 15% of any recovery. Mr. Hoke does not hold or represent an interest adverse to the Debtor's bankruptcy estate, according to court filings. About JTS JTS, LLC, d/b/a Johnson's Tire Service, a privately held single member LLC owned by Kelly Gaede, is one of the largest family owned and operated independent tire dealer and auto repair companies in Alaska. The company provides three main services: (i) new tires (ii) tire change over (iii) automotive repair. With corporate headquarters in Anchorage, JTS, LLC currently operates three locations across the Anchorage Metro area which services a combined population of 400,000 in the communities of Anchorage, Eagle River and Wasilla. The Eagle River and Wasilla locations were scheduled to close by Feb. 29, 2016. JTS, LLC sought Chapter 11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage, Alaska, on June 15, 2015. JTS estimated $10 million to $50 million in assets and debt. The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel. The Debtor also engaged BDO, LLP as accountants to prepare income tax returns; Newhouse & Vogler as accountants to audit the Debtor's 2014 financial statement; and Gary Petros, a real estate agent with Jack White Commercial to list and sell the Debtor's property at 3300 Denali St, Anchorage. KOMODIDAD DISTRIBUTORS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Komodidad Distributors, Inc. 16-04164 PO Box 6359 Caguas, PR 00726-6359 GA Design & Sourcing Corp. 16-04166 GA Property Development, Corp 16-04167 GA Investors, S.E. 16-04169 Gamaxport, Inc. 16-04170 Type of Business: Retailer of clothing, accessories, and fragrances Chapter 11 Petition Date: May 25, 2016 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtors' Counsel: Javier Vilarino, Esq. VILARINO & ASSOCIATES LLC PO BOX 9022515 San Juan, PR 00902-2515 Tel: 787-565-9894 E-mail: jvilarino@vilarinolaw.com Estimated Assets: $50 million to $100 million Estimated Debts: $10 million to $50 million The petitions were signed by Jorge Galliano, president. List of Komodidad Distributors's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express $599,627 200 Vesey St New York, NY 10285-1000 Majestique Corporation $231,811 Hop Lun $161,746 DOIT Distributors/KIMIC LLC $133,399 Rosa Rodriguez, S.E. $121,176 V.O. Industrial Corporation $79,783 The Sembler Co. $75,238 Olem Shoe Corp. $70,554 Randy Hangers, LLC $66,939 Banco Popular de PR $65,018 Data@Access Communications Inc. $62,743 Leonisa $55,558 International Intimates $55,144 Banco Santander $54,575 Perfume Center of America $53,286 Neu Enterprises $49,252 Body Glove $49,102 Millionaire Club $45,260 Banco Santander $43,726 Brian Brothers Inc. $39,702 LEO MOTORS: Agrees to Sell $395,000 Debentures ---------------------------------------------- Leo Motors, Inc., on May 18, 2016, entered into a Securities Purchase Agreement, pursuant to which the Company agreed to sell to an accredited investor an aggregate of $395,000 in principal amount of debentures for a purchase price of $359,055, of which $179,527 was funded on May 18, 2016, and $179,527 will be funded on or before the 30 days from the Closing Date. As disclosed in a regulatory filing with the Securities and Exchange Commission, each Debenture has a maturity date which is one year after the date of issuance and has an interest rate of ten percent per annum. Each Debenture is convertible into shares of the Company's Common Stock at any time after the sooner to occur of 180 days from the original issue date or when the shares issuable upon conversion of the Debenture have been registered on a registration statement that has been declared effective by the Securities and Exchange Commission and until the Debenture is no longer outstanding. The Debentures are convertible at a conversion price equal to the lower of (i) $0.50 per share or (ii) 70% of the lowest VWAP for the previous 20 trading days prior to conversion. The Company is permitted to prepay the Debentures at any time upon ten days written notice to the Investor. The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of the securities referenced herein pursuant to Section 4(a)(2) of the Act and Regulation D promulgated thereunder. About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is currently engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of $4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for $1.3 million. Leo Motors reported a net loss of US$4.49 million on US$4.29 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of US$4.48 million on US$693,000 of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Leo Motors had $6.19 million in total assets, $5.18 million in total liabilities and $1 million in total equity. LIFE CARE: Auction of Glenmoor Assets Set for June 24 ----------------------------------------------------- U.S. Bankruptcy Judge Jerry A. Funk approved the bidding procedures and scheduled a June 24, 2016, auction of Life Care St. Johns, Inc.'s continuing care retirement community in St. Augustine, Florida. As previously reported by The Troubled Company Reporter, the Debtor proposes to sell the property to LCS Glenmoor, LLC, as stalking horse bidder, or to other prospective purchaser who may submit a higher and better offer for Glenmoor's assets at a court supervised auction. The bidding at the Auction shall begin at the Starting Bid of $25,400,000 while subsequent bids at the Auction, including any bids by LCS, shall be made in minimum increments of $100,000, while LCS shall receive a credit equal to the amount of the Break-up Fee and the Expense Reimbursement when bidding at the Auction. The Debtor is obligated to pay to LCS from the proceeds of the sale all amounts due to LCS, including the Break-up fee and the expense reimbursement, if the sale closes with an entity other than LCS. The Court grants the Break-Up Fee of $700,000 and the Expense Reimbursement in the amount of $150,000 to LCS Glenmoor, LLC, for its role as Stalking Horse. About Life Care St. Johns Life Care St. Johns, Inc., doing business as Glenmoor, is a not-for-profit organization that owns and operates a continuing care retirement community in St. Johns County, Florida. The company received its certificate of occupancy in 1999 and began operations in October of 2001. As a CCRC, Glenmoor provides "lifecare services" to its residents, each of whom reside in a residential unit. The "lifecare" concept recognizes that the healthcare and residency needs of elderly residents vary along a continuum beginning with independent living and in many cases ending with a need for full-time nursing care. The Glenmoor community thus includes independent residential units, an assisted living center, and a healthcare center for residents requiring round the clock nursing care. As disclosed in documents filed with the Court, Residency at Glenmoor is provided pursuant to "Residence and Care Contracts" which require prospective residents to pay an "Entrance Fee" and a "Monthly Service Fee." The Entrance Fee is a lump sum, one-time payment based on the type of Residential Unit occupied by the resident, and obligates Glenmoor to provide care to the resident so long as he or she remains a resident and pays the Monthly Service Fee. Depending upon the type of contract selected, the Entrance Fee may or may not be refundable. For residents with refundable Entrance Fee contracts, the refund is to be paid from the proceeds of the next Entrance Fee received by Glenmoor. According to Court filings, the economic recession which began in late 2007 had a dramatic impact on Glenmoor, with fewer residents being able to afford the required Entrance Fees as their home equity and investments portfolios shrank in value. With fewer new residents entering the community than were moving out, significant Entrance Fee refund liabilities began to accumulate, rising to almost $8 million at their peak. The decreasing revenues eventually led to payment and other defaults under the $59 million in Revenue Bonds issued in 2006 to support Glenmoor and refinance an earlier bond issue. On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the U.S. Bankruptcy Court for the Middle District of Florida amid defaults under the Debtor's 2006 Bonds and threats of enforcement action by the Florida's Office of Insurance Regulation, the government entity that governs the licensing and operations of continuing care retirement community in Florida. A consensual Plan of Reorganization was filed Nov. 27, 2013. Glenmoor's Plan of Reorganization was confirmed by the Court on Feb. 28, 2014. The Final Decree was entered on April 6, 2016. Glenmoor filed its second voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on April 11, 2016. The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy counsel; Walchle Investment Group, Inc. as sale broker; Cassidy Turley Commercial Real Estate Services, Inc., as investment banker; Greystone Development Company II, LP, as operations consultant; Eddie Williams, III, Esq., as regulatory compliance counsel; Moore Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as plan solicitation and tabulation agent; and American Legal Claim Services, LLC as claims and noticing agent. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. The case is pending before the Honorable Jerry A. Funk. LINDA GRAVES JELINEK: Sells Miami Beach Property for $1.575MM ------------------------------------------------------------- Judge Janet S. Baer on May 25, 2016, entered an order authorizing debtor Linda Graves Jelinek to sell to Gregg Covin or his nominee, for the sum of $1,575,000, the estate's interest in the real property commonly known as 1344 15th Terrace, Miami Beach, FL. The sale will be free and clear of liens and interests, with any such liens and interests to attach to the proceeds of sale, pursuant to 11 U.S.C. Sec. 363(b) and (f). The broker's commission will be paid at closing; however, attorney's fees for Debtor's special real estate counsel will be subject to further order of Court. The Chapter 11 case is In re Linda Graves Jelinek (Bankr. N.D. Ill. Case No. 14-25220). LOS ARBOLES APARTMENTS: Court Refuses to Reopen Dismissed Case -------------------------------------------------------------- Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los Angeles Division, denied Los Arboles Apartments & Townhomes, LLC's Motion to Determine that secured creditor VFC Partners 29, LLC, is not entitled to cover attorneys' fees and costs for lack of subject matter jurisdiction and based on permissive abstention and, denied the Motion to Reopen because a dismissed bankruptcy case cannot be reopened under 11 U.S.C. Section 350(b). Two motions were filed by Debtor Los Arboles Apartments & Townhomes, LLC: (1) "Emergency Motion to Determine that Secured Creditor VFC Partners 29, LLC, a Limited Liability Company, Is Not Entitled to Recover Any Attorney's Fees and Costs and that Its Notice of Default and Election to Sell Under Deed of Trust and Notice of Sale as Containing a Calculation of the Indebtedness Based on Attorney's Fees and Costs is Void and Cannot Be Enforced" ("Motion to Determine"); and (2) "Emergency Motion to Reopen Chapter 11 Bankruptcy Case for the Limited Purpose of Seeking a Determination that Secured Creditor VFC Partners 29, LLC, a Limited Liability Company, Is Not Entitled to Recover Any Attorney's Fees and Costs and that Its Notice of Default and Election to Sell Under Deed of Trust, as Containing a Calculation of the Indebtedness Based on Attorney's Fees and Costs is Void and Cannot Be Enforced" ("Motion to Reopen"). A full-text copy of the Memorandum Decision and Order dated May 16, 2016 is available at https://is.gd/OcYGVg from Leagle.com. The bankruptcy case In re: LOS ARBOLES APTS. & TOWNHOMES LLC, Chapter 11, Debtor, Case No. 2:14-bk-31901-RK. Los Arboles Apts. & Townhomes LLC, Debtor, is represented by Philip D Dapeer, Esq. -- Philip Daoeer, a Law Corporation. United States Trustee, U.S. Trustee, is represented by Alvin Mar. Los Arboles Apartments & Townhomes LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-31901) on November 23, 2014, listing under $1 million in both assets and liabilities. A copy of the petition is available at http://bankrupt.com/misc/cacb14-31901.pdf Philip D. Dapeer, Esq., at Philip Dapeer, A Law Corporation, serves as Chapter 11 counsel to the Debtor. MARIA RODRIGUEZ: Selling Property to Jones for $390,000 ------------------------------------------------------- Maria Rodriguez on May 25, 2016, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Illinois for approval to sell her real property commonly known as 7142 Riverside Drive, Berwyn, IL. On May 19, 2016, the Debtor entered into a contract for sale to Joshua M. Jones or assigns in the amount of $390,000. Mr. Jones is not an insider of the Debtor. The Debtor is a licensed broker who engages in her business in the locale of the properties. She is not earning any part of the commission in these transactions although she is the listing agent. She has determined to waive any share of her commission and the remaining 2.5% will be paid from closing to Interdome Realty, an entity in which neither Maria Rodriguez nor the principals of ReMax Partners have any interest. The Debtor also requests that she be authorized to pay or permit a credit against the Purchase Price for all customary closing costs and the real estate taxes at the closing of the sale of the Property from the proceeds of sale. This would include attorney fees for special counsel James Jimenez who has agreed to perform each closing for a flat fee of $1500. A mortgage in favor of Forman Real Property LLC, as assignee to First Security Savings Bank was recorded against the Property in 2003. In addition, Water Fall Olympic Master Fund Trust, Series II, holds a second mortgage. There are three other properties which are under contract and for which a motion to approve sale is held. The Forman mortgage encumbers the properties as well as a fifth property. It is anticipated that sale of the 4 properties will satisfy the mortgage of Forman and Water Fall in full. A hearing on the Debtor's motion is scheduled for June 8, 2016, at 10:00 a.m. Maria S. Rodriguez filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-11959) on April 7, 2016. The Debtor's bankruptcy attorney: Richard L. Hirsh RICHARD L. HIRSH, P.C. 1500 Eisenhower Lane, #800 Lisle, IL 60532 Tel: 630 434-2600 MCK MILLENNIUM: Exclusive Plan Filing Period Extended to June 7 --------------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of MCK Millennium Centre Retail LLC, the Debtor's exclusive period to file its plan and disclosure statement through and including June 27, 2016. The plan status hearing is set for June 7, 2016, at 10:30 a.m. is stricken. The hearing will be held on July 5, 2016, at 10:30 a.m. MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06369) on February 25, 2016. The petition was signed by by William A Marovitz, member. The Hon. Jack B. Schmetterer presides over the case. The Debtor estimated assets of $10 million to $50 million and estimated debts of $0 to $50,000. Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The Golding Law Offices, P.C., serves as the Debtor's bankruptcy counsel. MDC HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR ------------------------------------------------------------- S&P Global Ratings said it revised its rating outlook on MDC Holdings Inc. to negative from stable. At the same time, S&P affirmed its 'BB+' corporate credit rating on the company and 'BB+' issue-level rating on its senior unsecured notes. The recovery rating on the unsecured debt is '3', indicating S&P's expectation for a meaningful (50%-70%; high end of the range) recovery to bondholders in the event of default. "Our negative outlook on the corporate credit rating on MDC reflects our view that we could lower our rating over the next 12 months if continued labor issues affect home closings, causing the forecasted improvement in the company's credit metrics to fall short of target and resulting in debt to EBITDA remaining above 4x," said S&P Global Ratings credit analyst Christopher Andrews. S&P would likely revise the outlook back to stable if the company improves its leverage profile over the next 12 months because of better backlog conversion and some gross margin improvement relative to 2015 levels. S&P do not view an upgrade as likely over the next 12 months. In the event that home closings continue to show minimal year-over-year growth and gross margin improvement fails to materialize, S&P would consider lowering the corporate credit rating to 'BB'. This would result from changing the financial risk profile to aggressive from significant, characterized by debt to EBITDA of 4x to 5x. MIDSTATES PETROLEUM: KCC Approved as Claims and Notice Agent ------------------------------------------------------------ U.S. Bankruptcy Judge David R. Jones has authorized Midstates Petroleum Company, Inc., to appoint Kurtzman Carson Consultants LLC, as claims, noticing and solicitation agent. The undisputed fees and expenses incurred by KCC in the performance of services will 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. 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. MISSION REGIONAL: S&P Lowers Rating on $26.7MM Bonds to 'B-' ------------------------------------------------------------ S&P Global Rating lowered its long-term rating on Hidalgo County Health Services Corp., Texas' $26.7 million combined series 2005, 2007, and 2008 bonds, issued for Mission Regional Medical Center (Mission) five notches to 'B-' from 'BB+' and removed the ratings from CreditWatch. The outlook is negative. "Mission was placed on CreditWatch with negative implications after fiscal 2015's substantial $12.5 million operating loss, and our expectation that the medical center would breach its minimum debt service coverage covenant, resulting in an event of default under the bond documents," said S&P Global Ratings analyst Kevin Holloran. Mission's reliance on supplemental sources of funding, including Medicaid disproportionate share (DSH) and uncompensated care (UC) programs, were largely responsible for improved (better than breakeven) financial performance in fiscal 2013 and fiscal 2014, but without which, resulted in substantial losses in fiscal 2015. At this time, Mission is currently operating in a one-year cure period, having engaged outside consultants in order to determine turnaround initiatives that will result in coverage levels of at least 1.0x. Mission's senior management informed S&P Global that it has been in communication with the bond trustee. "We assessed Mission's enterprise profile as adequate, reflecting the medical center's competitive primary service area and its 24.5% market share, and its financial profile as vulnerable citing Mission's extreme operating volatility as of late, and limited reserve levels," added Mr. Holloran. Rating factors pushing the final rating lower into the single 'B' category include Mission's comparatively small size with net patient revenue of less than $125 million, and proximity to a second event of default at the end of the cure period. The negative outlook reflects S&P's view of Mission Regional's substantial deterioration of operating income levels in fiscal 2015, resulting in a technical event of default and obligating Mission to enter into a cure period of one year by engaging a consultant to secure debt service coverage above 1x by fiscal 2016 year end. While Mission has put into motion several cost containment initiatives and does expect some additional revenues in the form of supplemental payments, Mission will likely sustain operational losses again in fiscal 2016 that could be significant enough to trigger an event of default should debt service coverage be less than 1x. S&P will lower the rating if Mission fails to achieve at least 1x debt service coverage at year-end, as this would result in an event of default that would heighten Mission's likelihood of debt acceleration and currently reserves are less than long-term debt outstanding. S&P do not expect unrestricted reserves to continue to decline given the turnaround initiative put into place; however, if unrestricted reserves do decline further, S&P could lower the rating regardless of year-end debt service coverage levels. Given Mission's current operating profile, a higher rating is unlikely over the one-year outlook period unless and until Mission can stabilize operations, generate positive income levels and sustain positive operations over a longer time period. Volume and reserve stability will be factors in any consideration of a higher rating or a revision to a stable outlook. Mission Regional Medical Center operates a 245-staffed-bed facility in the city of Mission, located in the Texas' Rio Grande Valley. The hospital's PSA consists of six zip codes located in Mission and the adjacent areas of western Hidalgo County and eastern Starr County. N-VIRO INTERNATIONAL: Incurs $455,000 Net Loss in First Quarter --------------------------------------------------------------- N-Viro International Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $454,519 on $197,640 of revenues for the three months ended March 31, 2016, compared to a net loss of $486,689 on $348,919 of revenues for the same period in 2015. As of March 31, 2016, N-Viro had $702,891 in total assets, $2.72 million in total liabilities and a total stockholders' deficit of $2.02 million. The Company had a working capital deficit of $2,254,000 at March 31, 2016, compared to a working capital deficit of $2,026,000 at December 31, 2015, resulting in a decrease in working capital of $228,000. Current assets at March 31, 2016 included cash of $13,000, which is a decrease of $69,000 from December 31, 2015. The net negative change of $228,000 in working capital from December 31, 2015 was primarily from a $165,000 increase in the change in short-term liabilities over assets, an increase of $47,000 in short-term convertible debt and a decrease of $16,000 in the short-term portion of deferred stock and warrant costs issued for consulting services. A full-text copy of the Form 10-Q is available for free at: https://is.gd/2xXymh About N-Viro International Toledo, Ohio-based N-Viro International Corporation owns and sometimes licenses various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. N-Viro reported a net loss of $2.27 million on $1.18 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $1.76 million on $1.33 million of revenues for the year ended Dec. 31, 2014. UHY LLP, in Farmington Hills, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. NANOSPHERE INC: Has 29 Million Outstanding Common Shares -------------------------------------------------------- Nanosphere, Inc. filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 4,400,000 shares of the Company's common stock from May 19, 2016, to May 20, 2016, upon conversion of outstanding shares of the Company's series C convertible preferred stock. After giving effect to these transaction, there will be 29,021,057 issued and outstanding shares of the Company's common stock. About Nanosphere Nanosphere, Inc., develops, manufactures and markets an advanced molecular diagnostics platform, the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing and provides for multiple tests to be performed on a single platform, including both genomic and protein assays, from a single sample. Its proprietary nanoparticle technology provides the ability to run multiple tests simultaneously on the same sample. Nanosphere was founded by Chad A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is headquartered in Northbrook, IL. Nanosphere reported a loss attributable to common shareholders of $42.84 million on $21.07 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.07 million on $14.29 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Nanosphere had $39.78 million in total assets, $27.49 million in total liabilities and $12.29 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, 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 continued use of cash to fund operations raise substantial doubt about its ability to continue as a going concern. NANOSPHERE INC: Has 40.1 Million Outstanding Common Shares ---------------------------------------------------------- Nanosphere, Inc., filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of 1,710,000 shares of the Company's common stock on May 23, 2016, upon conversion of outstanding shares of the Company's series C convertible preferred stock and the issuance of an aggregate of 9,377,852 shares of common stock upon the exercise of warrants to purchase common stock exercised on May 23, 2016. After giving effect to these transaction, there will be 40,108,909 issued and outstanding shares of the Company's common stock. About Nanosphere Nanosphere, Inc., develops, manufactures and markets an advanced molecular diagnostics platform, the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing and provides for multiple tests to be performed on a single platform, including both genomic and protein assays, from a single sample. Its proprietary nanoparticle technology provides the ability to run multiple tests simultaneously on the same sample. Nanosphere was founded by Chad A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is headquartered in Northbrook, IL. Nanosphere reported a loss attributable to common shareholders of $42.84 million on $21.07 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.07 million on $14.29 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Nanosphere had $39.78 million in total assets, $27.49 million in total liabilities and $12.29 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, 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 continued use of cash to fund operations raise substantial doubt about its ability to continue as a going concern. NANOSPHERE INC: Has 44.2 Million Outstanding Common Shares ---------------------------------------------------------- Nanosphere, Inc., filed a Change in Number of Shares Outstanding Notification with the Nasdaq Stock Market, LLC pursuant to Nasdaq Stock Market Rule 5250(e)(1) with respect to the issuance of an aggregate of 4,100,000 shares of common stock upon the exercise of warrants to purchase common stock exercised on May 24, 2016. After giving effect to these transaction, there will be 44,208,909 issued and outstanding shares of the Company's common stock, as disclosed in a regulatory filing with the Securities and Exchange Commission. About Nanosphere Nanosphere, Inc., develops, manufactures and markets an advanced molecular diagnostics platform, the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing and provides for multiple tests to be performed on a single platform, including both genomic and protein assays, from a single sample. Its proprietary nanoparticle technology provides the ability to run multiple tests simultaneously on the same sample. Nanosphere was founded by Chad A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is headquartered in Northbrook, IL. Nanosphere reported a loss attributable to common shareholders of $42.84 million on $21.07 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.07 million on $14.29 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Nanosphere had $39.78 million in total assets, $27.49 million in total liabilities and $12.29 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, 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 continued use of cash to fund operations raise substantial doubt about its ability to continue as a going concern. NANOSPHERE INC: Luminex Hikes Acquisition Price to $1.70 Per Share ------------------------------------------------------------------ Luminex Corporation and Nanosphere, Inc., announced that they have entered into an amendment to the definitive agreement under which Luminex will acquire Nanosphere, a leader in the molecular microbiology and molecular diagnostic market. The purchase price has been increased to $1.70 per share from $1.35 per share in an all cash transaction valued at approximately $77 million. This increase was in response to an unsolicited third party offer for Nanosphere at $1.50 per share. On May 18, 2016, the Company received an unsolicited offer from a third party to acquire the Company substantially on the same terms as the Merger Agreement and Offer for a purchase price of $1.50 per share, net to the holders thereof, in cash. The Company furnished a copy of the Alternative Proposal to Luminex as required by the Merger Agreement on May 18, 2016. On May 20, 2016, the Board of Directors of the Company held a meeting at which it determined that the Alternative Proposal could be a "superior proposal" as defined in the Merger Agreement, and advised Luminex of that determination and of the Company's intention to engage the third party in confidential discussions as permitted by the Merger Agreement. On May 22, 2016, the Company, Merger Subsidiary and Luminex entered into a First Amendment to the Merger Agreement that increased the Offer Price to $1.70 per share, increased the Break-up Fee to $3,000,000, and corrected scrivener's errors such that the Offer would expire at 12:01 a.m. (EDT) on the 21st business day after commencement. A full-text copy of the Amendment is available for free at: https://is.gd/cR8vnw About Luminex Corporation Luminex is committed to applying its passion for innovation toward creating breakthrough solutions to improve health and advance science. The company is transforming global healthcare and life-science research through the development, manufacturing and marketing of proprietary instruments and assays utilizing xMAP open-architecture multi-analyte platform, MultiCode real-time polymerase chain reaction (PCR), and multiplex PCR-based technologies, that deliver cost-effective rapid results to clinicians and researchers. Luminex's technology is commercially available worldwide and in use in leading clinical laboratories, as well as major pharmaceutical, diagnostic, biotechnology and life-science companies. Luminex is meeting the needs of customers in markets as diverse as clinical diagnostics, pharmaceutical drug discovery, biomedical research including genomic and proteomic research, personalized medicine, biodefense research and food safety. For further information on Luminex Corporation and the latest advances in multiplexing using award winning technology, please visit http://www.luminexcorp.com/. About Nanosphere Nanosphere, Inc., develops, manufactures and markets an advanced molecular diagnostics platform, the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing and provides for multiple tests to be performed on a single platform, including both genomic and protein assays, from a single sample. Its proprietary nanoparticle technology provides the ability to run multiple tests simultaneously on the same sample. Nanosphere was founded by Chad A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is headquartered in Northbrook, IL. Nanosphere reported a loss attributable to common shareholders of $42.84 million on $21.07 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.07 million on $14.29 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Nanosphere had $39.78 million in total assets, $27.49 million in total liabilities and $12.29 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, 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 continued use of cash to fund operations raise substantial doubt about its ability to continue as a going concern. NANOSPHERE INC: MMCAP International Reports 6.8% Stake ------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, MMCAP International Inc. SPC and MM Asset Management Inc. disclosed that as of May 16, 2016, they beneficially own 1,679,804 common shares of Nanosphere, Inc. representing 6.82 percent of the shares outstanding. A copy of the regulatory filing is available at https://is.gd/8aC0Dd About Nanosphere Nanosphere, Inc., develops, manufactures and markets an advanced molecular diagnostics platform, the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing and provides for multiple tests to be performed on a single platform, including both genomic and protein assays, from a single sample. Its proprietary nanoparticle technology provides the ability to run multiple tests simultaneously on the same sample. Nanosphere was founded by Chad A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is headquartered in Northbrook, IL. Nanosphere reported a loss attributable to common shareholders of $42.84 million on $21.07 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.07 million on $14.29 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Nanosphere had $39.78 million in total assets, $27.49 million in total liabilities and $12.29 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, 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 continued use of cash to fund operations raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Effects Reverse Stock Split of Common Stock -------------------------------------------------------- Net Element, Inc., effected a one-for-ten reverse stock split of its outstanding common stock. The Company's common stock opened for trading on the NASDAQ Capital Market on May 25, 2016, on a post-split basis. Net Element hosted a conference call on Tuesday, May 24, 2016, at 4:30pm Eastern Time to discuss the reverse stock split and provide business highlights for first quarter 2016. "We believe this reverse stock split is an important step in attracting a broader spectrum of investors and regaining compliance with NASDAQ," commented Oleg Firer, CEO of Net Element. "The board and management of Net Element consider NASDAQ listing as an important tool to support stock liquidity and company recognition for Net Element's stockholders." The Reverse Stock Split is intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. When the reverse stock split becomes effective, every ten (10) shares of common stock will automatically convert into one (1) share of common stock with no change in par value per share. This will reduce the number of shares outstanding as of May 25th, 2016 from approximately 115,169,896 to approximately 11,516,990. Any fractional shares resulting from the reverse stock split will be rounded up to the next whole share. There is no impact on the actual trading of Net Element's shares. They will continue to trade on the NASDAQ Capital Market without interruption under the symbol NETE. The new CUSIP number for the common stock following the reverse split will be 64111R201. Proportional adjustments will be made to Net Element's outstanding stock options, outstanding warrants and equity-compensation plans. The number of authorized shares of the Company will remain unchanged and the reverse stock split will not affect the common stock capital account on our balance sheet. Stockholders holding common shares though a brokerage account or book entry form will have their shares automatically adjusted to reflect the reverse stock split as of the effective date. The Company's transfer agent, Continental Stock Transfer & Trust Company will act as the exchange agent for the reverse stock split. About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.21 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Net Element had $21.61 million in total assets, $14.05 million in total liabilities and $7.55 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Reports Growth in Transaction Processing Volume ------------------------------------------------------------ Net Element, Inc., announced its transactions processing volumes for the first quarter of 2016. Total transactions processed for the first quarter of 2016 were 43.1 million as compared to 30.6 million for the first quarter of 2015. The 41% increase in transactions processed came primarily from North America Transactions Solutions which saw a 76% increase from 11.0 million in the first quarter of 2015 to 19.4 million in the first quarter of 2016. Online solutions experienced a 56% increase from 3.6 million transactions processed in the first quarter of 2015 to 5.6 million transactions process in first quarter of 2016. Mobile Solutions processed 18.1 million transactions during the first quarter of 2016 versus 16.0 million in the first quarter of 2015 which represented a 13% increase. The majority of growth in all segments was organic. Oleg Firer, chief executive officer of Net Element, commented, "We are pleased with our transaction growth and the increased adoption of online and mobile payments services. Our online and mobile payments offerings enables monetization of digital content across multiple interactive channels and allows our customers to use any mobile device or computer to complete a transaction. We expect this trend to continue for the remainder of 2016 and beyond." Eliminating the effects of foreign currency exchange, the total dollars processed for the first quarter of 2016 increased 73% from $233.6 million in the first quarter of 2015 to $405.1 in the first quarter of 2016. North America Transactions solutions saw the largest increase of 74% from $171.0 million processed in the first quarter of 2015 to $297.0 million in the first quarter of 2016. Online Solutions processed $57.3 million in the first quarter of 2015 and $99.0 million in the first quarter of 2016, representing a 73% increase. Mobile Solutions processed $5.3 million in the first quarter of 2015 versus $9.1 million during the first quarter of 2016 or an increase of 72%. Effects of foreign currency exchange were eliminated by converting rubles to dollars at the average rate for the first quarter of 2016 for both periods. Mr. Firer also stated, "I am very pleased with the 42% year over year growth of merchants in North America. Our emerging markets client base has increased 48% in the first quarter of 2016 over the same period in 2015." Total transactions processed geographically in North America and Emerging Markets in the first quarter of 2016 was 19.4 million and 23.7 million respectively, which represents an increase of 76% and 21% over the same time period in 2015. Total volume processed in North America and Emerging Markets in the first quarter of 2016 was $297 million and $110 million respectively, which represents an increase of 74% and 75% over the same period in 2015. A full-text copy of the press release is available for free at: https://is.gd/t47rf7 About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.21 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Net Element had $21.61 million in total assets, $14.05 million in total liabilities and $7.55 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NEW YORK TIMES: Egan-Jones Hikes FC Sr. Unsecured Rating to BB- --------------------------------------------------------------- Egan-Jones Ratings Company raised the foreign currency senior unsecured rating on debt issued by The New York Times Co to BB- from B on May 6, 2016. EJR hiked the local currency senior unsecured rating on the Company's debt to BB- from B+. The New York Times Company is an American media company, which publishes its namesake, The New York Times. It is headquartered in Manhattan, New York. NEWPARK RESOURCES: S&P Lowers CCR to 'B-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Newpark Resources Inc. to 'B-' from 'B+'. The outlook is negative. In addition, S&P lowered its issue-level rating on the company's senior unsecured convertible notes to 'B' from 'B+'. S&P revised the recovery rating on the notes to '2' from '3', indicating substantial (70% to 90%, low end of the range) recovery in the event of payment default. S&P also revised its liquidity assessment to adequate from strong, reflecting the possibility that the company will utilize cash on the balance sheet to reduce its upcoming maturity. "The downgrade reflects our expectation that cash flow and credit measures will continue to deteriorate over the next year," said S&P Global Ratings credit analyst David Lagasse. S&P expects exploration and production (E&P) spending to fall at least 40% in 2016 due to continued weak oil and natural gas prices, resulting in decreased demand for Newpark's services. Consequently, S&P has reduced its revenue and EBITDA margin assumptions for Newpark, and S&P expects credit measures to continue to deteriorate in 2016. Additionally, S&P believes liquidity could become constrained reflecting the company's upcoming debt maturity in October 2017 and the challenging capital markets for oilfield service companies. The negative outlook reflects the possibility that liquidity could deteriorate further due to weak market conditions, pricing pressures, and the company's upcoming 2017 debt maturity. S&P expects FFO to debt around 0% and debt to EBITDA above 10x in 2016. S&P could lower the rating if the company's liquidity deteriorates as a result of its 2017 bond maturity and/or the company is unable to paydown or refinance its debt maturity; or S&P views leverage to be unsustainable. S&P could stabilize the ratings if the company's credit measures improve such that FFO to debt is trending toward 12% and/or the company is able to refinance its upcoming maturity while maintaining adequate credit measures and liquidity. NORTH STATE OF WNY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: North State of WNY, Inc. 1122 Military Road Buffalo, NY 14217 Case No.: 16-11059 Chapter 11 Petition Date: May 25, 2016 Court: United States Bankruptcy Court Western District of New York (Buffalo) Debtor's Counsel: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ & MATTREY LLP 1300 Main Place Tower 350 Main Street Buffalo, NY 14202 Tel: (716) 852-1300 E-mail: abaumeister@amigonesanchez.com Total Assets: $658,215 Total Liabilities: $1.23 million The petition was signed by Michael J. Manning, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb16-11059.pdf NUVERRA ENVIRONMENTAL: Egan-Jones Cuts FC Sr. Unsec. Rating to C ---------------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Nuverra Environmental Solutions Inc. to C from CCC- on May 9, 2016. EJR lowered the foreign currency commercial paper rating on the Company to D from C. Nuverra Environmental Solutions, Inc. provides environmental solutions to customers focused on the development and production of oil and natural gas from shale formations. OPEN TEXT: S&P Assigns 'BB' Rating on New US$500MM Notes -------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue level rating to Toronto- based enterprise software and service provider Open Text Corp.'s proposed senior unsecured notes of US$500 million. At the same time, S&P Global Ratings assigned its '5' recovery rating to the debt, indicating its expectation for modest (10%-30%; at the high end of the range) recovery in the event of a default. S&P Global Ratings also affirmed its ratings, including its 'BB+' long-term corporate credit rating, on Open Text. The outlook is stable. "The affirmation reflects our view that the proposed bond issuance would have only a modest negative impact on the company's credit metrics, keeping adjusted debt-to-EBITDA in line with our expectation for the ratings," said S&P Global Ratings credit analyst Donald Marleau. S&P's view of Open Text's business risk profile as fair reflects the company's position as a leading provider of enterprise content management (ECM) and enterprise information management (EIM) solutions. S&P expects these two areas to contribute more than 70% of revenues over the next few years, providing a predictable revenue stream. The company benefits from a large base of high-margin maintenance revenues and a growing Cloud-based business that generates recurring billings, a significant portion of which comes from key partners like SAP AG, Microsoft Corp., and Oracle Corp. The intermediate financial risk profile assessment reflects S&P's view that the company will maintain adjusted debt-to-EBITDA of 2x-3x as it continues its strategy of acquiring to augment growth. S&P recognizes that debt-to-EBITDA could improve to below 3x in periods of light acquisition activity, or could increase quickly to above 3x in the event of one or more large acquisitions. S&P's financial forecast incorporates US$700 million of acquisitions per year, which is consistent with management's statements that the company could pursue US$3 billion in acquisition in the coming years, particularly considering relatively low multiples for technology companies. The stable outlook reflects S&P Global Ratings' expectation that Open Text will maintain adjusted debt-to-EBITDA of 2x-3x as it generates steady revenue and earnings growth, supported by a large base of recurring maintenance and Cloud revenue and acquisitive growth strategy. S&P could raise the ratings on Open Text if the company continues to expand into the broader EIM market while developing an integrated set of product suites that resonates with customers, materially improving the company's market position and scale. S&P would also expect Open Text to achieve a sustained mid-single-digit organic growth rate, at a minimum, while maintaining adjusted debt-to-EBITDA below 3x. S&P could lower the ratings on Open Text if the company pursues debt-financed acquisitions that push and keep adjusted debt-to-EBITDA above 3x, or if the competitive environment intensifies to such an extent that the company loses market share to its rivals over a sustained period. PACIFIC EXPLORATION: Chapter 15 Cases Jointly Administered ---------------------------------------------------------- U.S. Bankruptcy Judge James L. Garrity, Jr., has ordered that the Chapter 15 cases of Pacific Exploration & Production Corp. and its affiliates are consolidated for procedural purposes only and will be jointly administered by the Court under Lead Case No. 16-1189(JLG). About Pacific Exploration & Production Pacific Exploration & Production Corp. is a Canadian public Company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. PACIFIC EXPLORATION: Provides Update on Restructuring Transaction ----------------------------------------------------------------- Pacific Exploration & Production Corp. on May 26 provided an update with respect to its comprehensive restructuring transaction (the "Restructuring Transaction") with: (i) certain holders of the Company's senior unsecured notes (the "Supporting Noteholders") ()Ad Hoc Committee")), (ii) certain of the Company's lenders under its credit facilities (the "Supporting Bank Lenders", and together with the Supporting Noteholders, the "Supporting Creditors"), and (iii) The Catalyst Capital Group Inc. ("Catalyst"). The Restructuring Transaction will significantly reduce debt, improve liquidity, and best position the Company to navigate the current oil price environment. Importantly, with the benefit of the U.S.$500 million of debtor-in-possession financing to be provided as part of the Restructuring Transaction, the Company will be able to continue to pay all of the suppliers, trade partners and contractors of the Company's subsidiaries across the jurisdictions in which they operate in accordance with local regulations. Additionally, employees will continue to be paid throughout this process, without disruption. "We are pleased with the progress of the Restructuring Transaction as it significantly strengthens the Company and ensures the long-term viability of the business, all without impacting our ability to serve our customers, suppliers, employees and other stakeholders," said Dennis Mills, Chair of the Independent Committee of the Board of Directors. "We are thankful to the Supporting Creditors and Catalyst for their ongoing support during this restructuring process and as the Company continues to struggle with the significant challenges presented by the low oil price environment." On May 26, the Ontario Superior Court (the "Court") approved an extension of the stay of proceedings until August 26, 2016. During this period, the Company intends to complete its U.S.$500 million debtor-in-possession financing, put in place a new U.S.$134 million letter of credit facility, and complete creditor meetings and Court hearings required to approve the Restructuring Transaction (which it expects to be completed in the third quarter of 2016). In addition, the Court approved a consensual resolution of the issues previously raised by the International Finance Corporation in respect of the Company's interests in Pacific Infrastructure Ventures Inc. and Pacific Midstream Ltd. The Company also on May 26 received notice ("Notice") from the Colombian Superintendence of Corporations ()Superintendence") in respect of a creditor hearing to be held on June 7, 2016 at 11:00 a.m. (Bogota time) (the "Hearing") in Bogota, Colombia to consider the Company's request for recognition of the initial order obtained from the Court under the Companies' Creditors Arrangement Act (Canada) on April 27, 2016. At the request of the Superintendence, the Notice will be published in the local Colombian newspapers and will be made available on the monitor's website at: http://www.pwc.com/ca/pacific Further to TSX Bulletin 2016-0395 dated April 19, 2016, the Toronto Stock Exchange ("TSX") has delisted the common shares (the "Shares") for failure to meet the continued listing requirements of the TSX. The Company is in the process of determining the delisting of the Shares on La Bolsa de Valores de Colombia. Shareholder Contact Information Shareholders are reminded that any questions or concerns can be directed to the Company at ir@pacificcorp.energy Noteholder Contact Information Noteholders with questions concerning the Creditor/Catalyst Restructuring Transaction are encouraged to contact Kingsdale Shareholder Services at 1-877-659-1821 toll-free in North America or call collect at 1-416-867-2272 outside of North America or by email at contactus@kingsdaleshareholder.com About Pacific Exploration & Production Pacific Exploration & Production Corp. is a Canadian public company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. The Troubled Company Reporter-Latin America, on Feb. 23, 2016,reported that Fitch Ratings says that the agency could downgrade its ratings on Pacific Exploration and Production Corp. (Pacific; Long-term Foreign and Local Currency Issuer Default Ratings of 'C') to restricted default (RD). This could occur after the expiration of the recently negotiated extension with bondholders of the time in which to declare principal due and payable on certain notes. Fitch considers the extension of multiple waivers or forbearance periods upon a payment default a restricted default given they represent a material reduction in terms compared with the original contractual terms. Furthermore, the extension of multiple waivers can be interpreted as a tool that is being conducted in order to avoid bankruptcy. * * * On April 7, 2016, the TCR reported that Fitch Ratings downgraded Pacific Exploration and Production Corp.'s (Pacific) Foreign and Local Currency Long-term Issuer Default Ratings (IDRs) to restricted default 'RD' from 'C'. Concurrently, Fitch affirmed the 'C/RR4' long-term rating on Pacific's outstanding senior unsecured debt issuances totaling approximately USD4 billion with final maturities in 2019 through and 2025. On Jan. 21, 2016, the TCR reported that Moody's Investors Service has downgraded Pacific Exploration & Production Corp. (Pacific E&P)'s corporate family rating and senior unsecured debt ratings to C from Caa3. The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings Services said it lowered its long-term corporate credit and issue-level ratings on Pacific Exploration and Production Corp. (Pacific) to 'CC' from 'CCC+'. S&P also removed the rating from CreditWatch with negative implications. The outlook is negative. On Jan. 14, 2016, Pacific announced that it has elected to utilize the 30 day grace period rather than make the interest payments due on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million. Although the company is still current on those obligations, S&P expects default to be a virtual certainty. PACIFIC EXPLORATION: Recognition Hearing Set of June 8 ------------------------------------------------------ U.S. Bankruptcy Judge James L. Garrity, Jr., has scheduled a hearing to consider U.S. recognition of the CCAA case of Pacific Exploration & Production Corp. for June 8, 2016 at 11 a.m. Objections must be received by 12:00 p.m. (Eastern Standard Time) on May 27, 2016. PricewaterhouseCoopers Inc., the foreign representative oF Pacific Exploration, can be contacted at: PRICEWATERHOUSECOOPERS INC. PwC Tower 18 York Street, Suite 2600 Toronto, ON M5J 0B2 Attention: Tammy Muradova Canada/US: +1 844 855 8568 Colombia: 01 800 518 2167 Local US: +1 503 520 4469 About Pacific Exploration & Production Pacific Exploration & Production Corp. is a Canadian public Company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. PANDA TEMPLE: S&P Cuts Project Finance Rating to B-, Off Watch -------------------------------------------------------------- S&P Global Ratings lowered its project finance rating on Panda Temple Power LLC to 'B-' from 'B' and removed the rating from CreditWatch, where it was placed with negative implications on April 7, 2016. The outlook is negative. In addition, S&P is revising its recovery rating on the debt to '3' from '2'. The '3' recovery rating indicates expectations for meaningful (50%-70%, at the higher end of the range) recovery in the event of a payment default. "The downgrade stems from continued weak performance that has resulted not only in our base case financials appearing worse, but, more importantly, in our downside scenario appearing worse," said S&P Global Ratings credit analyst Michael Ferguson. S&P previously classified this project as being able to last almost four years in a severe downside scenario, including operational and market duress. S&P has revised this assessment, and now believes the project, with the liquidity in the deal, could last less than two years in such an adverse scenario. Consequently, there is no longer any uplift ascribed to the project from this. The negative outlook stems from continued weak market conditions in Electric Reliability Council of Texas (ERCOT). As a consequence of weaker-than-expected growth in demand, persistently low gas prices, and significant renewable production, power prices and spark spreads have collapsed for merchant generators during the past 18 months. While not as directly affected as certain coal plants have been, generators like Temple have been significantly affected by these declining spark spreads in part due to the absence of a capacity market. Because of this, S&P has typically assessed ERCOT merchant generators, including Temple, as having high market risk; this risk has been borne out during the past 18 months, and S&P anticipates that the volatility will continue. S&P anticipates the project will have a minimum DSCR of about 1.1x during the next few years before increasing. The negative outlook reflects S&P's view that power prices could continue to weaken in ERCOT during the next two years, leading to consistently lower DSCRs and heightened refinancing risk. S&P anticipates sDSCRs around 1.0x over the next 12 months, based on an assumption of $2.50 per mmbtu Henry Hub pricing and weakened power demand growth in Texas. A downgrade is possible if DSCRs stay low throughout 2016. Minimum DSCRs dropping below 1.0x persistently and drawing on liquidity would potentially lead to a downgrade in the near term. Over the longer term the project could face ratings pressure if leverage refinancing increases sharply in S&P's base case. This will become more likely if power prices remain low, perhaps based on lower-than-expected demand growth or greater-than-expected penetration of renewable assets. Additionally, further strains on liquidity could jeopardize this project, placing it more in the 'CCC' category. S&P considers an upgrade or positive outlook revision as currently unlikely, but could occur if the project mitigates its exposure to merchant market risk by entering into new and effective hedging agreements that increase cash flow predictability, or if S&P's assessment of the ERCOT market changes such that it foresees energy prices in that market rising and stabilizing for an extended period, perhaps due to the retirement of coal assets. PARAGON OFFSHORE: Can Implement Early Retirement Program -------------------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi has authorized Paragon Offshore plc to implement the Early Retirement Program, pursuant to which employees age 60 or above who have been employed by the Debtors (or their former parent, Noble Corporation plc) for at least 10 years may elect, on a voluntary basis, to retire early in exchange for a payout, subject to the execution of a Release. In total, there are an estimated 14 Eligible Employees, none of whom are "insiders" as such term is defined under Section 101(31) of the Bankruptcy Code. The Early Retirement Program is intended to incentivize the Eligible Employees, each of whom is nearing the age of retirement, to retire prematurely and allow the Debtors to promote younger and emerging talent from within the Company to fill the newly created vacancies. Under the Early Retirement Program, the Debtors, at their discretion, will offer Eligible Employees, a payout in the amount of three to six months' pay, in addition to the Statutory Severance and Benefits Payments. In determining the amount of Early Retirement Payments to which an Eligible Employee should be entitled, the Debtors will consider, among other things, the nature of the employee's role within the Company -- i.e., the Early Retirement Payments to those employees who serve in more senior positions will be greater than the Early Retirement Payments to employees who serve in more junior positions -- as well as the amount of the Eligible Employee's Statutory Severance Payments. The Debtors estimate that the total Early Retirement Payments that would be paid to an Eligible Employee range from approximately $7,900 to $110,000. In the aggregate, assuming all Eligible Employees elect to participate in the program, the Debtors estimate that the Early Retirement Payments will equal $720,510. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. PARAGON OFFSHORE: Wins OK for BDO USA to Perform Internal Audit --------------------------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi has authorized Paragon Offshore plc to employ BDO USA, LLP, to provide internal audit services, nunc pro tunc to the Petition Date. BDO USA will be paid by the Debtors for the services of the BDO USA professionals at the agreed discounted hourly billing rates set forth in this rate schedule: Title Rate Per Hour ----- ------------- Partners $135 Senior Managers $135 Managers $135 Seniors $135 Experienced Associates $135 Associates $135 Vicky Gregorcyk, a partner at the firm, attests that BDO USA: (a) has no connection with the Debtors, their creditors, other parties in interest, or the attorneys or accountants of any of the foregoing, or the U.S. Trustee or any person employed by the Office of the U.S. Trustee; (b) does not hold any interest adverse to the Debtors' estates; and (c) believes it is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code. The firm may be reached at: Vicky Gregorcyk BDO USA, LLP 2929 Allen Parkway, 20th Floor Houston, TX 77019 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PEABODY CORP: Accounts Receivable Program Approved on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri approved, on a final basis, Peabody Energy Corporation's Accounts Receivable Securitization Program. The Company has an accounts receivable securitization program through its wholly owned subsidiary, P&L Receivables Company, LLC. Under the AR Program, Peabody contributes a pool of eligible trade receivables to P&L Receivables, which then sells, without recourse, the Receivables to various conduit and committed purchasers. The AR Program has a maximum availability of $180 million and matures on March 25, 2018. The Bankruptcy Court approved the AR Program on an interim basis by order dated April 15, 2016. On May 18, 2016, the Bankruptcy Court entered an order approving the AR Program on a final basis. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee is represented by: Dimitra Doufekias, Esq. MORRISON & FOERSTER LLP 2000 Pennsylvania Avenue NW Suite 6000 Washington DC Telephone: (202) 887-1500 Facsimile: (202) 887-0763 - and - Sherry K. Dreisewerd, Esq. SPENCER FANE LLP 1 North Brentwood Boulevard, Suite 1000 St. Louis, MO 63105 Tel: (314) 863-7733 Fax: (314) 862-4656 E-mail: sdreisewerd@spencerfane.com Counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Debtors' Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Debtors' Prepetition Secured Credit Facility: DAVIS POLK & WARDWELL LLP Michael J. Russano, Esq. 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 607-7983 E-mail: michael.russano@davispolk.com Local Counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Prepetition Secured Credit Facility: BRYAN CAVE Laura Uberti Hughes, Esq. One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, MO 63102 Tel: (314) 259-2000 Fax: (314) 259-2020 E-mail: Laura.hughes@bryancave.com PEABODY CORP: Draws Down Remaining $300M Under DIP Term Loan ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Missouri has approved, on a final basis, Peabody Energy Corporation's DIP financing agreement with Citibank N.A. The financing by a lender group that includes participation of a number of secured lenders and unsecured noteholders, consists of a $500 million term loan, a $200 million bonding accommodation facility, and a cash-collateralized $100 million letter of credit facility. The Debtors filed a motion on April 13, 2016, seeking authorization to use cash collateral and to approve financing under a Superpriority Secured Debtor-In-Possession Credit Agreement by and among the Company as borrower, Global Center for Energy and Human Development, LLC, and certain Debtors party thereto as guarantors, the lenders party thereto and Citibank, N.A., as Administrative Agent and L/C Issuer. The DIP Credit Agreement provides for, among other facilities, a term loan not to exceed $500 million secured by substantially all of the assets of the Debtors (other than Peabody Holdings (Gibraltar) Limited, Peabody IC Holdings, LLC and Peabody IC Funding Corp.) and Global Center, of which $200 million was available until the entry of the final order approving the DIP Credit Agreement. On April 15, 2016, the Bankruptcy Court approved the DIP Motion on an interim basis and authorized the Loan Parties to, among other things, (i) enter into the DIP Credit Agreement and initially borrow up to $200 million, (ii) obtain a cash collateralized letter of credit facility in the aggregate amount of up to $100 million, and (iii) an accommodation facility for bonding requests in an aggregate stated amount of up to $200 million. On April 18, 2016, the Company entered into the DIP Credit Agreement with the DIP Lenders. The DIP Credit Agreement was amended to extend the deadline for the Company to file a declaratory action with respect to the extent of certain collateral and secured claims of certain pre-petition creditors -- CNTA Dispute -- on account of that certain Amended and Restated Credit Agreement, dated September 24, 2013, as amended. On May 20, 2016, the Debtors filed a complaint and request for a declaratory judgment in the Bankruptcy Court regarding the CNTA Dispute. On May 18, 2016, the Company entered into a further amendment to the DIP Credit Agreement, which among other items modified one of the milestones under the DIP Credit Agreement regarding the deadlines for the Company to file an Acceptable Reorganization Plan and related disclosure statement in the Chapter 11 Cases. Under the Second DIP Amendment, the Company must file an Acceptable Reorganization Plan and disclosure statement on the date that is the later of: (a) 30 days after the entry of the order resolving the CNTA Dispute; or (b) 210 days following the Petition Date. The Second DIP Amendment also modified the Company's obligation to maintain a Minimum Consolidated EBITDA (as defined in the DIP Credit Agreement) such that the first period to maintain such Minimum Consolidated EBITDA ends on July 31, 2016. On May 18, 2016, the Bankruptcy Court entered a final order approving the DIP Credit Agreement, as amended. On May 19, 2016, following entry of the Final Order, the Company drew down the remaining $300 million available under the DIP Term Loan Facility. A copy of Amendment No. 1, dated as of May 9, 2016, to the Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April 18, 2016 among, inter alios, Peabody Energy Corporation, a Delaware corporation and a debtor and debtor-in-possession in the Cases, the Subsidiary Guarantors party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the Lenders party thereto from time to time, the Issuing Bank party thereto and Citibank, N.A., as Administrative Agent, is available at https://is.gd/Cl3vba A copy of Amendment No. 2, dated as of May 18, 2016, to that certain Superpriority Secured Debtor-In-Possession Credit Agreement dated as of April 18, 2016 among, inter alios, Peabody Energy Corporation, a Delaware corporation and a debtor and debtor-in-possession in the Cases, the Subsidiary Guarantors party thereto from time to time, certain of which are debtors and debtors-in-possession in the Cases, the Lenders party thereto from time to time, the Issuing Bank party thereto and Citibank, N.A., as Administrative Agent, is available at https://is.gd/fa7Mc2 The members of the DIP lending syndicate are: * CITIBANK, N.A., as Administrative Agent, as Bonding Facility L/C Issuer and as L/C Facility L/C Issuer; * Mason Capital Master Fund LP, as a Lender; * Mason Capital Master Fund LP, as a Lender; * Mason Capital LP, as a Lender; * Mason Capital LP, as a Lender; * MACQUARIE BANK LIMITED, * MACQUARIE BANK LIMITED, * GN3 SIP Limited (by GoldenTree Asset Management, LP) as a Lender; * San Bernardino County Employees' Retirement Association; * GoldenTree 2004 Trust; * GT NM, LP; * GoldenTree Credit Opportunities 2014-I Financing, Limited; * Stellar Performer Global Series: Series G – Global Credit; * GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP; * JNL/PPM America Floating Rate Income Fund, a series of JNL Series Trust (PPM America, Inc., as sub-adviser); * Eastspring Investments US Bank Loan Special Asset Mother Investment Trust[Loan Claim] (PPM America, Inc., as Delegated Manager); * C.M. LIFE INSURANCE COMPANY MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, each as a Lender (by Babson Capital Management LLC as Investment Adviser); * BABSON CAPITAL CREDIT I LIMITED, as a Lender; * BABSON CAPITAL GLOBAL FLOATING RATE FUND, a series of Babson Capital Funds Trust as a Lender; * BABSON CAPITAL GLOBAL LOANS LIMITED, as a Lender; * NewMark Capital Funding 2013-1 CLO, Ltd.; * NewMark Capital Funding 2014-2 CLO, Ltd.; * Centerbridge Credit Partners Offshore Intermediate II, L.P., as a Lender; * Centerbridge Credit Partners TE Intermediate I, LP, as a Lender; * AMERICAN HIGH-INCOME TRUST, as a Lender; * THE INCOME FUND OF AMERICA, as a Lender; * Aurelius Capital Master, Ltd.; * ACP Master, Ltd.; * MONARCH MASTER FUNDING LTD (Monarch Alternative Capital LP, as investment manager) * WHITEBOX ASYMMETRIC PARTNERS, LP; * WHITEBOX RELATIVE VALUE PARTNERS, LP; * WHITEBOX CREDIT PARTNERS, LP; * WHITEBOX SPECIAL OPPORTUNITIES FUND LP SERIES O; * WHITEBOX KFA ADVANTAGE, LLC; * WHITEBOX MULTI-STRATEGY PARTNERS, LP; * WHITEBOX INSTITUTIONAL PARTNERS, LP; and * PANDORA SELECT PARTNERS, LP About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee is represented by: Dimitra Doufekias, Esq. MORRISON & FOERSTER LLP 2000 Pennsylvania Avenue NW Suite 6000 Washington DC Telephone: (202) 887-1500 Facsimile: (202) 887-0763 - and - Sherry K. Dreisewerd, Esq. SPENCER FANE LLP 1 North Brentwood Boulevard, Suite 1000 St. Louis, MO 63105 Tel: (314) 863-7733 Fax: (314) 862-4656 E-mail: sdreisewerd@spencerfane.com Counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Debtors' Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Debtors' Prepetition Secured Credit Facility: DAVIS POLK & WARDWELL LLP Michael J. Russano, Esq. 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 607-7983 E-mail: michael.russano@davispolk.com Local Counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Prepetition Secured Credit Facility: BRYAN CAVE Laura Uberti Hughes, Esq. One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, MO 63102 Tel: (314) 259-2000 Fax: (314) 259-2020 E-mail: Laura.hughes@bryancave.com PENN VIRGINIA: U.S. Trustee Forms 3-Member Committee ---------------------------------------------------- The U.S. Trustee for Region 4 on May 25 appointed three creditors of Penn Virginia Corp. and its affiliates to serve on the official committee of unsecured creditors. The committee members are: (1) Dominion Transmission, Inc. Attn: Paul E. Pfeffer 120 Tredegar St. Richmond, VA 23219 (2) Wilmington Savings Fund Society, FSB Attn: Patrick J. Healy WSFS Bank Center 500 Delaware Ave. Wilmington, DE 19801 (3) Thomas Spackman 3308 Caruth Blvd. Dallas, TX 75225 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 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 petition 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. PERMIAN RESOURCES: S&P Raises Corporate Credit Rating to 'CCC' -------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Oklahoma-City-based oil and gas exploration and production company Permian Resources LLC (formerly American Energy – Permian Basin LLC) and parent company Permian Resources Holdings LLC (formerly American Energy Permian Holdings LLC) to 'CCC' from 'SD'. At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'B-' from 'B'. The recovery rating remains '1', reflecting S&P's estimate of very high (90% to 100%) recovery to creditors in the event of a payment default. S&P also lowered its issue-level rating on the company's second-lien and unsecured notes to 'CC' from 'CCC-'. The recovery rating remains '6', reflecting S&P's estimate of negligible (0% to 10%) recovery to creditors in the event of a payment default. S&P maintained its 'D' issue-level rating, given the likelihood of additional below par repurchases or exchanges. The recovery rating on this debt remains '6', reflecting S&P's estimate of negligible (0% to 10%) recovery to creditors in the event of a payment default. "The upgrade follows a reassessment of Permian Resources' capital structure following the repurchase of about 40% of the original $515 million par value of its exchangeable junior subordinated notes due 2022 for about 10 cents on the dollar," said S&P Global Ratings credit analyst Carin Dehne-Kiley. "Despite the debt reduction, we continue to view Permian Resources' leverage as unsustainable, and believe the company could face a liquidity shortfall next year, absent additional asset sales or an equity infusion," she added. S&P believes the company is likely to make additional below par repurchases or exchanges of the subordinated notes, due largely to the potential for equity dilution, but do not expect it to enter into any distressed exchanges on other debt issues. The outlook is negative, reflecting S&P's view that Permian Resources could face a liquidity shortfall in 2017, absent additional asset sales or an equity infusion. S&P could lower the ratings if it believed the company would be unable to fund its financial obligations, which would most likely occur if it were unable to execute additional asset sale or raise equity by next year. S&P could raise the rating if the company's liquidity improved, which would most likely occur if it were able to raise external capital. PERRY COUNTY: Moody's Affirms Ba1 GO Rating ------------------------------------------- Moody's affirmed Perry County's (KY) Ba1 GO rating. The affirmation reflects the county's modest and declining debt burden as well as ability to cut expenditures amidst significant revenue declines. The affirmation and outlook continues to reflect the severe liquidity constraints and material full value contraction due to the decline in coal and mineral values. Moody's said, "We have also placed the rating under review for possible downgrade pending clarification of the district's current financial position." Rating Outlook The placement of the county's rating under review for possible downgrade reflects the need for additional information that will provide full transparency of the city's current financial position. The county's inability to provide this information or the receipt of additional information that indicates significant additional strain on financial operations could lead to a downgrade or withdrawal of the rating. Furthermore, the heavy reliance on economically sensitive revenues continues to pose a long-term risk for the county's financial health. Moody's said, "During the review period, we will attempt to obtain information regarding the district's near and medium term cash flow projections, fiscal year 2015 financial results and clear plans to control operating expenditures in the near term. "We expect to complete the review period within 45 days." Factors that Could Lead to an Upgrade Tax base expansion and diversification Significant improvement in cash and fund balance levels Factors that Could Lead to a Downgrade Further tax base deterioration resulting from prolonged declines in coal values Additional debt issuance that increases debt burden and debt service costs Legal Security The county's rated debt is secured with an unlimited general obligation and full faith and credit pledge. Use of Proceeds Not Applicable Obligor Profile Perry County is located in southeastern Kentucky. The county seat, Hazard, is approximately 90 miles southeast of Lexington. The county has a population of 28,137. Health services, mining, and retail trade are key drivers of the local economy. PINNACLE RESORT: Amends Application to Hire McLaughlin & Stern -------------------------------------------------------------- Pinnacle Resort, LLC has filed an amended application to employ Steven Newburgh of McLaughlin & Stern LLP as its attorney. The Debtor amended its application to seek approval from the U.S. Bankruptcy Court for the District of Connecticut to engage other partners, associates and assistants of the firm in connection with a case filed against the Debtor in Duval County, Florida. About Pinnacle Resort Pinnacle Resort, LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of Connecticut (Bridgeport) (Case No. 16-50204) on February 11, 2016. The petition was signed by Frank Nocito, president. The Debtor estimated assets of $1 million to $10 million and debts of $100,000 to $500,000. PIONEER ENERGY: May Issue 3.8 Million Shares Under Incentive Plan ----------------------------------------------------------------- Pioneer Energy Services Corp. filed with the Securities and Exchange Commission a Form S-8 registration statement to register an additional 3,800,000 shares of Common Stock that may be issued under the Amended and Restated Pioneer Energy Services Corp. 2007 Incentive Plan. These shares are in addition to the 10,050,000 shares of Common Stock that may be issued under the Plan pursuant to the Company's registration statements on Form S-8 (Registration Nos. 333-195966, 333-188722, 333-177077, 333-160415 and 333-153180), filed with the SEC on May 15, 2014, May 21, 2013, Sept. 29, 2011, July 2, 2009 and Aug. 25, 2008, respectively. A full-text copy of the prospectus is available for free at: https://is.gd/W4pSUD About Pioneer Energy Pioneer Energy Services Corp. provides land-based drilling services and production services to a diverse group of independent and large oil and gas exploration and production companies in the United States and internationally in Colombia. The Company also provides two of its services (coiled tubing and wireline services) offshore in the Gulf of Mexico. Pioneer Energy reported a net loss of $155.14 million in 2015 following a net loss of $38.01 million in 2014. As of March 31, 2016, Pioneer Energy had $786.52 million in total assets, $471.41 million in total liabilities and $315.11 million in total shareholders' equity. * * * As reported by the TCR on March 7, 2016, Moody's Investors Service, on March 3, 2016, downgraded Pioneer Energy Services Corp.'s Corporate Family Rating (CFR) to Caa3 from B2, Probability of Default Rating (PDR) to Caa3-PD from B2-PD, and senior unsecured notes to Ca from B3. "The rating downgrades were driven by the material deterioration in Pioneer Energy's credit metrics through 2015 and our expectation of continued deterioration through 2016. The demand outlook for drilling and oilfield services is extremely weak, as witnessed by the steep and continued drop in the US rig count" said Sreedhar Kona, Moody's Vice President. "The negative outlook reflects the deteriorating fundamentals of the services sector and the likelihood of covenant breaches" Pioneer Energy carries a "B+" corporate credit rating from Standard & Poor's Ratings. PIONEER ENERGY: Michael Rauh Elected to Board --------------------------------------------- At the 2016 annual meeting of Pioneer Energy Services Corp. held on May 18, the stockholders: (a) elected Michael J. Rauh as a Class III director to hold office until the Company's 2019 Annual Meeting of Shareholders; (b) approved the amendment and restatement of the Amended and Restated Pioneer Energy Services Corp. 2007 Incentive Plan; (c) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (d) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2016 fiscal year. Pioneer Energy's Services Corp. 2007 Incentive Plan was amended to: i. increase the number of authorized shares that can be awarded to the officers, employees and consultants of the Company or any of its subsidiaries and any non-employee director of the Company under the plan by 3,800,000 shares (from 10,050,000 shares to 13,850,000 shares); ii. limit the aggregate grant date fair value for financial reporting purposes of awards granted under the 2007 Incentive Plan during any single calendar year to a non- employee director as compensation for his or her services as a director to $300,000 in total value; and iii. to eliminate certain provisions that are no longer effective and to make certain other clerical changes. Shareholder approval of the amendment and restatement of the 2007 Incentive Plan also constituted re-approval of the material terms of the 2007 Incentive Plan for purposes of the approval requirements of Section 162(m) of the Internal Revenue Code of 1986. The Compensation Committee of the Board of Directors of the Company had previously adopted the amendment and restatement, subject to shareholder approval. About Pioneer Energy Pioneer Energy Services Corp. provides land-based drilling services and production services to a diverse group of independent and large oil and gas exploration and production companies in the United States and internationally in Colombia. The Company also provides two of its services (coiled tubing and wireline services) offshore in the Gulf of Mexico. Pioneer Energy reported a net loss of $155.14 million in 2015 following a net loss of $38.01 million in 2014. As of March 31, 2016, Pioneer Energy had $786.52 million in total assets, $471.41 million in total liabilities and $315.11 million in total shareholders' equity. * * * As reported by the TCR on March 7, 2016, Moody's Investors Service, on March 3, 2016, downgraded Pioneer Energy Services Corp.'s Corporate Family Rating (CFR) to Caa3 from B2, Probability of Default Rating (PDR) to Caa3-PD from B2-PD, and senior unsecured notes to Ca from B3. "The rating downgrades were driven by the material deterioration in Pioneer Energy's credit metrics through 2015 and our expectation of continued deterioration through 2016. The demand outlook for drilling and oilfield services is extremely weak, as witnessed by the steep and continued drop in the US rig count" said Sreedhar Kona, Moody's Vice President. "The negative outlook reflects the deteriorating fundamentals of the services sector and the likelihood of covenant breaches" Pioneer Energy carries a "B+" corporate credit rating from Standard & Poor's Ratings. PIONEER ENERGY: Presented at UBS Global Conference -------------------------------------------------- From time to time, senior management of Pioneer Energy Services meets with groups of investors and business analysts. The Company prepared slides in connection with management's participation in such meetings and participation in the UBS Global Oil and Gas Conference on May 24, 2016. The slides provide an update on the Company's operations and certain recent developments, which among others, include the following: Drilling * April month-to-date utilization was 40%; current utilization is 42% based on a total fleet of 31 rigs * All rigs in Colombia are currently idle Well Servicing * April month-to-date utilization was 37% as compared to 44% in the prior quarter * May month-to-date utilization is approximately 40% Coiled Tubing * April month-to-date utilization was 18% as compared to 24% in the prior quarter The slides are available for free at https://is.gd/4nMVij About Pioneer Energy Pioneer Energy Services Corp. provides land-based drilling services and production services to a diverse group of independent and large oil and gas exploration and production companies in the United States and internationally in Colombia. The Company also provides two of its services (coiled tubing and wireline services) offshore in the Gulf of Mexico. Pioneer Energy reported a net loss of $155.14 million in 2015 following a net loss of $38.01 million in 2014. As of March 31, 2016, Pioneer Energy had $786.52 million in total assets, $471.41 million in total liabilities and $315.11 million in total shareholders' equity. * * * As reported by the TCR on March 7, 2016, Moody's Investors Service, on March 3, 2016, downgraded Pioneer Energy Services Corp.'s Corporate Family Rating (CFR) to Caa3 from B2, Probability of Default Rating (PDR) to Caa3-PD from B2-PD, and senior unsecured notes to Ca from B3. "The rating downgrades were driven by the material deterioration in Pioneer Energy's credit metrics through 2015 and our expectation of continued deterioration through 2016. The demand outlook for drilling and oilfield services is extremely weak, as witnessed by the steep and continued drop in the US rig count" said Sreedhar Kona, Moody's Vice President. "The negative outlook reflects the deteriorating fundamentals of the services sector and the likelihood of covenant breaches" Pioneer Energy carries a "B+" corporate credit rating from Standard & Poor's Ratings. PLASTIC2OIL INC: Incurs $670,000 Net Loss in First Quarter ---------------------------------------------------------- Plastic2Oil, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $669,550 on $0 of sales for the three months ended March 31, 2016, compared to a net loss of $860,411 on $0 of sales for the same period in 2015. As of March 31, 2016, the Company had $5.27 million in total assets, $10.99 million in total liabilities and a total stockholders' deficit of $5.71 million. "We do not have sufficient cash to operate our business which has forced us to suspend our operations until such time as we receive a capital infusion or cash advances on the sale of our processors. The company intends to source additional capital through the sale of our equity and debt securities and other financing methods. The company will use the cash to complete the repairs on Processors #3 to resume production of fuels for pilot runs and customer demonstrationsAt March 31, 2016, we had a cash balance of $6,846. Our principal sources of liquidity in 2016 were the proceeds from the related party short-term loans from our chief executive officer. In 2015, the proceeds from the sale of shares of our common stock in private placements and proceeds from the related party short-term loans from our chief executive officer. As discussed earlier in this MD&A, our processors are currently idle and, thus, we are not producing fuel or generating fuel sales or processor sales. Our current cash levels are not sufficient to enable us to make the required repairs to our processors or to execute our business strategy as described in this Report. As a result, we intend to seek significant additional capital through the sale of our equity and debt securities and other financing methods to enable us to make the repairs, to meet ongoing operating costs and reduce existing liabilities. We also intend to seek cash advances or deposits under any new processor sale agreements and/or related technology licenses. Management currently anticipates that the processors will remain idle until at least the third quarter of 2016 other than running pilot, or demo, runs for sale of processors. Due to the many factors and uncertainties involved in capital markets transactions, there can be no assurance that we will raise sufficient capital to allow us to resume operations in 2016, or at all. In the interim, we anticipate that our level of operations will continue to be nominal, although we plan to continue to market our P2O processors with the intention of making additional P2O processor sales and technology licenses." A full-text copy of the Form 10-Q is available for free at: https://is.gd/dM7XTi About Plastic2Oil Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's Plastic2Oil (P2O) is a process designed to provide immediate economic benefit for industry, communities and government organizations with waste plastic recycling challenges. It is also focused on the creation of green employment opportunities and a reduction in the cost of plastic recycling programs for municipalities and business. The Company's fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6 Fuel is heavy fuel used in industrial boilers and ships. No. 2 Fuel is a mid-range fuel known as furnace oil or diesel. Naphtha is a light fuel that is used as a cut feedstock for ethanol or as white gasoline in high and regular grade road certified fuels. Plastic2Oil reported a net loss of $4.32 million on $16,728 of total sales for the year ended Dec. 31, 2015, compared to a net loss of $6.80 million on $59,017 of total sales for the year ended Dec. 31, 2014. D. Brooks and Associates CPA's, P.A., in West Palm Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. PLUG POWER: Stockholders Re-Elect Four Directors ------------------------------------------------ Plug Power Inc. announced the results of its 2016 Annual Meeting of Stockholders, which was held on May 18, 2016. The number of shares of common stock entitled to vote at the Annual Meeting was 185,827,339. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 131,621,400 (70.83 percent). Based on the voting results from the Annual Meeting, consistent with the recommendations of the Board of Directors, stockholders approved all proposals as follows: * The re-election of George C. McNamee, Johannes M. Roth, Xavier Pontone and Gregory L. Kenausis as Class II Directors; * The ratification of KPMG LLP as the Company's independent auditors for 2016. About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. Plug Power reported a net loss attributable to the Company of $55.7 million on $103 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $88.5 million on $64.2 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Plug Power had $209 million in total assets, $83.6 million in total liabilities, $1.15 million in series C redeemable convertible preferred stock and $125 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including servicing operating lease agreements, funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, funding the growth in our GenKey "turn-key" solution which also includes the installation of our customer's hydrogen infrastructure as well as delivery of the hydrogen fuel, and continued development and expansion of our products. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining positive gross margins; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers and the terms of such agreements which may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations with positive cash flows and cannot obtain external financing, we may not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company stated in its annual report for the year ended Dec. 31, 2015. POINTE EDUCATIONAL: S&P Cuts Rating on 2015 Educational Bonds to BB ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on The Industrial Development Authority of the City of Phoenix, Ariz.'s series 2015 education facility revenue bonds, issued for Pointe Educational Services (PES) to 'BB' from 'BBB-'. The outlook is negative. "The downgrade and negative outlook reflects our view of PES' trend of declining enrollment and a weak demand profile with no wait list and moderate retention," said S&P Global Ratings analyst Stephanie Wang. "Cash has also failed to improve to levels commensurate for the 'BBB-' rating and are more reflective of the 'BB' medians." Operations declined due to lower revenues as a result of weakened enrollment and growing expenses somewhat due to legal costs associated with ongoing litigation. As a result, maximum annual debt service (MADS) coverage weakened to just slightly below the 1.2x, which triggered a covenant violation. A bond waiver was received for this violation, and since it was above 1.1x, no management consultant was needed. However, S&P believes uncertainty remains regarding future enrollment, and continual operating pressure, which could lead to future covenant violations. The bonds are secured by gross revenues of the school that are assigned and pledged pursuant to the loan agreement, a first-priority lien, and security interest in the three campus facilities pursuant to the deed of trust, and a debt service reserve (DSR), which is fully funded. The negative outlook reflects the possibility of continuing enrollment declines, which could lead to further weakening of financials to levels no longer commensurate for the rating and further covenant violations. S&P expects that operations may be slightly weaker in fiscal 2016 but still generate adequate coverage for the rating. S&P do not expect declines to cash. A negative rating action may occur should coverage and cash decline to levels no longer commensurate with the rating. Violations of financial covenants without a plan of improvement would also be viewed negatively. S&P would consider a revision to stable should enrollment stabilize or grow, and MADS coverage and days' cash are maintained at current levels. A financial improvement such that covenants are no longer violated would be viewed favorably. PES is a K-12 school that operates three campuses under its charter contract with the Arizona State Board for Charter Schools. Canyon Pointe Academy and Pinnacle Pointe Academy both serve students in grades K-6, while North Pointe Prep serves students in grades 7-12. POSTROCK ENERGY: Sec. 341 Meeting Continued to June 6 ----------------------------------------------------- The U.S. Trustee has continued the Sec. 341(a) meeting of creditors of PostRock Energy Corp., et al., to June 6, 2016, at 2:00 p.m. at the 1st Floor, Room 113, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma. 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: $2.9MM Sale to Loveland Church Approved ------------------------------------------------------------ Judge Scott H. Yun on May 25, 2016, entered an order authorizing Principles of Faith Christian Center, Inc. to enter into a sales contract with a new buyer of its real property located at 17977 Merrill Avenue, Fontana, California. The judge also entered an order vacating the Court's prior order authorizing the sale of the Property. On Feb. 10, 2016, Darnell Bailey and Cinthea Bailey -- Prior Approved Buyers -- and the Debtor entered into a written Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) whereby the Prior Approved Buyers agreed to purchase the Property from the Debtor. The Prior Approved Buyers had failed to close on the sale. 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. Following a sale hearing on May 18, Judge Yun entered an order authorizing the sale of the Property to Loveland. A copy of the Sale Order is available at: http://bankrupt.com/misc/PFCC_97_Sale_Ord.pdf 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, Esq. Steven P. Chang, Esq. 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 RETREAT AT ZIONS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Retreat at Zions, LLC 991 West 230 South Rockville, UT 84763 Case No.: 16-24525 Nature of Business: Health Care Chapter 11 Petition Date: May 25, 2016 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. William T. Thurman Debtor's Counsel: Franklin L. Slaugh, Esq. THE LAW OFFICE OF FRANKLIN L SLAUGH 880 East 9400 South, Suite 103 Sandy, UT 84094 Tel: (801) 572-4412 Fax: (801) 572-9259 E-mail: frank@fiber.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Brough, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. RICEBRAN TECHNOLOGIES: Extends CFO's Employment by One Year ----------------------------------------------------------- RiceBran Technologies and Dale J. Belt, the Company's chief financial officer, amended Mr. Belt's employment agreement to extend his term of employment from June 1, 2016, to June 1, 2017, as disclosed in a regulatory filing with the Securities and Exchange Commission. About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran reported a net loss of $10.6 million on $39.9 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $26.6 million on $40.10 million of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, RiceBran had $34.9 million in total assets, $26.9 million in total liabilities and $7.66 million in total equity attributable to the Company's shareholders. The Company's auditors Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $251 million at December 31, 2015. This factor among other things, raises substantial doubt about its ability to continue as a going concern. SABINE OIL: Cancels Registration of Securities ---------------------------------------------- Sabine Oil & Gas Corporation filed documents with the Securities and Exchange Commission to cancel the registration of securities. Sabine Oil filed several Post-Effective Amendment to Form S-8 on May 24. This Post-Effective Amendment relates to the following Registration Statements on Form S-3 (the "Registration Statements"), originally filed by Forest Oil Corporation, a New York corporation (as now known as Sabine Oil & Gas Corporation, the "Company") with the Securities and Exchange Commission: * Registration No. 333-30973, filed on Form S-3 on July 9, 1997, pertaining to the registration of 196,856 shares of common stock, par value $0.10 per share, of the Company ("Common Stock"); * Registration No. 333-45839, filed on Form S-3 on February 9, 1998, pertaining to the registration of 1,000,000 shares of Common Stock; * Registration No. 333-56553, filed on Form S-3 on June 11, 1998, pertaining to the registration of 300,000 shares of Common Stock; and * Registration No. 333-56506, filed on Form S-3 on March 2, 2001 (and as amended on March 16, 2001), pertaining to the registration of 8,890,727 shares of Common Stock. * Registration No. 333-200977, filed on Form S-8 on December 16, 2014, pertaining to the registration of 20,000,000 shares of common stock, par value $0.10 per share, of the Company ("Common Stock") issued or issuable under the Forest Oil Corporation 2014 Long Term Incentive Plan; * Registration No. 333-188424, filed on Form S-8 on May 8, 2013, pertaining to the registration of 1,550,000 shares of Common Stock, issued or issuable under the Forest Oil Corporation 1999 Employee Stock Purchase Plan (as amended, the "1999 Plan") or the Forest Oil Corporation 2007 Stock Incentive Plan (as amended, the "2007 Plan"); * Registration No. 333-184213, filed on Form S-8 on October 1, 2012, pertaining to the registration of 185,000 shares of Common Stock issued or issuable under the Forest Oil Corporation Patrick R. McDonald Restricted Stock Inducement Agreement and 290,000 shares of Common stock issued or issuable under the Forest Oil Corporation Patrick R. McDonald Performance Unit Inducement Award Agreement; * Registration No. 333-167004, filed on Form S-8 on May 21, 2010, pertaining to the registration of 4,000,000 shares of Common Stock issued or issuable under the 2007 Plan; * Registration No. 333-160153, filed on Form S-8 on June 22, 2009, pertaining to the registration of 500,000 shares of Common Stock issued or issuable under the 1999 Plan; * Registration No. 333-145726, filed on Form S-8 on August 27, 2007, pertaining to the registration of 2,700,000 shares of Common Stock issued or issuable under the 2007 Plan; * Registration No. 333-127873, filed on Form S-8 on August 26, 2005, pertaining to the registration of 175,000 shares of Common Stock issued or issuable under the 1999 Plan; * Registration No. 333-108271, filed on Form S-8 on August 27, 2003, pertaining to the registration of 134,188 shares of Common Stock, issued to Robert S. Boswell under the Stock Option Agreements dated March 23, 1999, December 23, 1999 and December 7, 2000, and the Restricted Stock Agreement, dated March 23, 1999; * Registration No. 333-108267, filed on Form S-8 on August 27, 2003, pertaining to the registration of 2,000,000 shares of Common Stock issued or issuable under the Forest Oil Corporation 2001 Stock Incentive Plan (as amended, the "2001 Plan"); * Registration No. 333-89174, filed on Form S-8 on May 24, 2002, pertaining to the registration of 1,839,321 shares of Common Stock issued or issuable under the 2001 Plan; * Registration No. 333-62408, filed on Form S-8 on June 6, 2001, pertaining to the registration of 1,800,000 shares of Common Stock issued or issuable under the 2001 Plan; * Registration No. 333-81529, filed on Form S-8 on June 25, 1999, pertaining to the registration of 250,000 shares of Common Stock issued or issuable under the Forest Oil Corporation 1999 Employee Stock Purchase Plan; and * Registration No. 333-05497, filed on Form S-8 on June 7, 1996, pertaining to the registration of 2,615,758 shares of Common Stock issued or issuable under the Forest Oil Corporation Stock Incentive Plan. As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statements. About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SABINE OIL: Creditors' Committee, Others Oppose Plan Confirmation ----------------------------------------------------------------- The Official Committee of Unsecured Creditors and several other creditors and parties-in-interest in the Chapter 11 cases of Sabine Oil & Gas Corporation, et al., oppose confirmation of the Debtors' Second Amended Joint Chapter 11 Plan of Reorganization. The Creditors' Committee assert that the Plan should not be confirmed for two fundamental reasons: (a) the Plan Settlements fail to satisfy the requirements of Bankruptcy Rule 9019 because they are not within the range of reasonableness and, in addition, are not fair and equitable; and (b) the Debtors cannot meet their burden of proof to show, under Bankruptcy Code section 1129(a)(7), that unsecured creditors of the Forest estate are receiving more under the Plan than they would under Chapter 7. Other parties who objected to the confirmation of the Plan are Bank of New York Mellon Trust Company N.A., Texas Ad Valorem Taxing Jurisdictions, Forest Notes Trustees, BP America Production Company, the Louisiana Department of Revenue, and The Forest Oil Corporation Retirees. The Committee is represented by Mark R. Somerstein, Esq. Gregg M. Galardi, Esq., and Keith H. Wofford, Esq., at Ropes & Gray LLP, in New York. About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection(Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SALON MEDIA: Appoints Jordan Hoffner as New CEO ----------------------------------------------- Salon Media Group, Inc., announced that effective as of May 23, 2016, Jordan Hoffner, 46, was appointed chief executive officer of the Company. Mr. Hoffner is a 25-year media industry veteran and pioneer in digital media who was most recently chief executive officer of Federated Media, a subsidiary of Media General. Prior to joining Federated Media in 2014, Mr. Hoffner was president, Digital, of entertainment content studio Electus LLC, a subsidiary of IAC Corp (Nasdaq IACI). Prior to Electus, from 2006-2009, Mr. Hoffner was Director, Partnerships at YouTube, a subsidiary of Google (Nasdaq GOOG). Prior to Youtube, Mr. Hoffner worked at NBC in various capacities including writer, producer, business development executive and general manager from 1994 - 2006. "We offer Jordan a warm welcome," said Salon board member, William Hambrecht. "Jordan brings years of deep experience in the media and digital media worlds, and we are excited to be working with him." About Salon Media San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB) -- http://www.Salon.com/-- is an online news and social networking company and an Internet publishing pioneer. Salon Media reported a net loss of $3.9 million on $4.9 million of net revenues for the year ended March 31, 2015, compared to a net loss of $2.2 million on $6 million of net revenues for the year ended March 31, 2014. As of Dec. 31, 2015, the Company had $2.08 million in total assets, $9.83 million in total liabilities and a total stockholders' deficit of $7.75 million. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit of $122.6 million as of March 31, 2015. These conditions raise substantial doubt about its ability to continue as a going concern. SEAGATE TECHNOLOGY: Egan-Jones Cuts FC Sr. Unsec. Rating to BB -------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Seagate Technology PLC to BB from BBB on May 10, 2016. EJR lowered the local currency senior unsecured rating on the Company's debt to BB from BB+. Seagate Technology PLC is an American data storage company. SHANTA CORPORATION: Patient Ombudsman Satisfied With Care Quality ----------------------------------------------------------------- Deborah L. Fish, the Patient Care Ombudsman for Shanta Corporation, has filed a sixth report dated May 18, 2016. The Ombudsman finds that the Debtor has continued the same quality of care postpetition as it did prepetition. Monitoring will continue until confirmation. There have been no changes as to the services provided to the residents at the facility since the Ombudsman's last report. The Debtor continues to offer services such as skilled nursing care, hospice care, Alzheimer's and dementia patient care, physical rehabilitation, tracheal and enteral services, wound care, and short-term respite care. The Debtor maintains a census between 48 – 55 residents. Since the last report, the Debtor has continued to make building improvements. The facility is managed by EMMI pursuant to a Management Services Agreement. The Administrator of St. Anne continues to report that she is satisfied with the services provided and that management is responsive and timely with its services. The Ombudsman spoke with the second floor nurse manager who indicated that the nursing staff are satisfied with the support they receive and have no issues regarding the quality of resident care. The Patient Care Ombudsman can be reached at: Deborah L. Fish Patient Care Ombudsman ALLARD & FISH, P.C. 2600 Buhl Bldg., 535 Griswold Avenue Detroit, MN 48226 Tel: (313) 961-6141 E-mail: dfish@allardfishpc.com Shanta Corporation, based in Troy, Mich., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 15-44578) on March 25, 2015, listing $1 million to $10 million in both estimated assets and liabilities. The petition was signed by Bradley Mali, president. The Hon. Thomas J. Tucker is the case judge. SHIRLEY MCCLURE: Selling Rossmore Property for $919,000 ------------------------------------------------------- Shirley Foose McClure on May 25, 2016, filed with the U.S. Bankruptcy Court for the Central District of California a motion to sell her real property located at 316 N. Rossmore Avenue #307, Los Angeles, California. The Debtor said that on May 2, a purchase offer was received from a very qualified buyer. On May 7, the buyer and the Debtor agreed to a sale price of $919,000 with the buyer putting a 25% down payment accompanied by a pre-qualification letter from their lender Bank of America along with proof of their funds. The sales commission is 4% and the sale is sold on "as is where is" basis. As of May 20, 2016, the buyer has removed the inspection contingency. It has until May 27 to remove the appraisal and loan contingencies. The Debtor said the sale will provide significant benefit to the bankruptcy estate's plan of reorganization. The Debtor is asking for approval of a private sale of the Property. The Debtor explained that it is unlikely to sell Rossmore to another buyer on such favorable terms in time to meet the terms of the Compromise and Forbearance Agreement with City National Bank. Per the terms of the Court-approved agreement, the Debtor has kept the full contract principal and interest payment paid timely each month and kept the property taxes current. The Debtor warned that her inability to complete a sale in time to meet the forbearance terms will risk the estate losing Rossmore to foreclosure by CNB. A hearing on the Debtor's motion is scheduled for June 21, 2016, at 10:00 a.m. The case is, In re Shirley Foose McClure, Case No. 13-10386 (Bankr. C.D. Cal.). The Debtor can be reached at: SHIRLEY FOOSE MCCLURE P.O. Box 2497 Fullerton, California Tel: (213) 725-6329 Fax: (714) 459-3889 E-mail: shirleyfoosemcclure@yahoo.com SIRIUS XM: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ ------------------------------------------------------ Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Sirius XM Holdings Inc. to BB+ from BBB- on May 11, 2016. Sirius XM Holdings is an American broadcasting company that provides three satellite radio services operating in the United States: Sirius Satellite Radio, XM Satellite Radio, and Sirius XM Radio. SPENDSMART NETWORKS: Had $4.87 Million Net Loss in First Quarter ---------------------------------------------------------------- Spendsmart Networks, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.87 million on $1.43 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $949,716 on $2.14 million of total revenues for the same period in 2015. As of March 31, 2016, the Company had $3.31 million in total assets, $7 million in total liabilities and a total stockholders' deficit of $3.68 million. The Company has continued to incur net losses through March 31, 2016, and have yet to establish profitable operations. These factors among others create a substantial doubt about the Company's ability to continue as a going concern. In an effort to reduce overhead, the Company reduced salaries by 10% and issued options equal to the value of the reduction. The Company also currently plans to attempt to raise additional required capital through the sale of unregistered shares of the Company's preferred or common stock. All additional amounts raised will be used for the Company's future investing and operating cash flow needs. A full-text copy of the Form 10-Q is available for free at: https://is.gd/RTV0cX About SpendSmart Networks SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. Spendsmart Networks reported a net loss of $11.9 million on $5.58 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses and has yet to establish a profitable operation and at December 31, 2015 has negative working capital and stockholders' deficit. These factors among others raise substantial doubt about its ability to continue as a going concern. SPORTS AUTHORITY: Can Assume Closing Store Agreement ---------------------------------------------------- U.S. Bankruptcy Judge Mary F. Walrath has authorized Sports Authority Holdings, et al., to assume the store closing agreement between with Gordon Brothers Retail Partners LLC and Tiger Capital Group LLC. The Debtors are authorized to implement the bonus program and pay the closing bonuses. The Debtors have the authority to determine the individual amounts of each closing bonus. The total aggregate cost of the bonus program will not exceed 0.5% of the Debtors' overall gross annual payroll and will not exceed 5% of the Debtors' gross annual payroll for the closing stores. About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPORTS AUTHORITY: Can Implement Key Employee Retention Plan ----------------------------------------------------------- U.S. Bankruptcy Judge Mary F. Walrath has authorized The Sports Authority, Inc., and its affiliated debtors to implement a Key Employee Retention Program ("KERP"). The Sports Authority Key Employee Retention Program is designed to provide retention payments to certain key, non-insider employees of the Debtors in order to increase the likelihood that the proceeds received by the Debtors through the sale or liquidation of their assets are maximized, as well as preserved, during the Debtors' Chapter 11 cases. The KERP contains, among others, these relevant terms: (a) Participation: At this time, the Debtors have limited participation in the KERP to certain critical non-insider employees. However, the Debtors reserve the right, in their reasonable business judgment, to select additional non-insider KERP Participants upon notice to the U.S. Trustee, the Debtors' prepetition and post-petition secured lenders, and the Committee. The KERP Participants represent a cross-section of various functions of the Debtors, including accounting, finance, human resources, information technology, legal, operations and sourcing/planning. (b) Cost: The aggregate cost of the KERP will be no greater than $1,250,000. (c) Retention Bonus: The Retention Bonus paid to each KERP Participant will be a lump sum amount, with those KERP Participants who are the most critical and irreplaceable eligible for the largest Retention Bonuses. (d) Retention Bonus Schedule: Each KERP Participant's Retention Bonus will be paid upon the latest to occur of (i) 75 days following the Court's approval of a sale of substantially all of the Debtors' assets, and/or, a liquidation process, or (ii) if applicable, confirmation of a chapter 11 plan. (e) Termination Provisions: Any KERP Participant that voluntarily resigns, or is terminated for cause, prior to payment of a Retention Bonus, will forfeit his or her Retention Bonus. The Debtors reserve the right, in their reasonable business judgment, to make forfeited payments available to other employees or reallocate forfeited payments among the other eligible KERP Participants, upon notice to the U.S. Trustee, the Debtors' prepetition and post-petition secured lenders, and the Committee. About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPORTS AUTHORITY: Wilmington Savings Appeals Denial of Protection ----------------------------------------------------------------- Wilmington Savings Fund Society, FSB, as Administrative and Collateral Agent, appeals to the U.S. District Court for the District of Delaware the Bankruptcy Court's order denying the Term Loan Agent's motion for adequate protection. The Term Loan Agent is represented by: MORRIS NICHOLS ARSHT & TUNNELL LLP Daniel B. Butz, Esq. Robert J. Dehney, Esq. 1201 N. Market St., 16th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com dbutz@mnat.com BROWN RUDNICK LLP Robert J. Stark, Esq. William R. Baldiga, Esq. Seven Times Square New York, NY 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. STELLAR BIOTECHNOLOGIES: Appoints Michael Klein, Ph.D. VP of CMC ---------------------------------------------------------------- Stellar Biotechnologies, Inc., announced the appointment of Michael L. Klein, Ph.D. as vice president of Chemistry, Manufacturing and Controls ("CMC"). Dr. Klein will assume management responsibility for the Company's pharmaceutical manufacturing and product development functions and serve as the Company's representative on all activities related to CMC. Dr. Klein joins Stellar as a seasoned executive with over 26 years of scientific, regulatory, and operational experience in the biopharmaceutical industry with specialization in protein chemistry. Dr. Klein's background includes leadership of numerous therapeutic biologics development projects, scientific oversight for CMC development and GLP/cGMP manufacturing and testing, management of manufacturing contracts and negotiation, and technology transfer. His past experience includes operational team leadership for over thirty therapeutic biologic products across all stages of development, and served as an author on successful regulatory filings for many proteins entering clinical trials including direct defense of filings with the FDA. Dr. Klein received his Bachelor's and Master's degrees in Biochemistry from the University of Rochester, and a Ph.D. in Biological Chemistry from UCLA. He also served as a postdoctoral fellow in the Division of Immunology at the Beckman Research Institute of the City of Hope. "Mike's extensive experience in pharmaceutical manufacturing management, and especially his work with novel biological products at all stages of development, will be a great asset given Stellar's expansion plans," said Frank Oakes, president, CEO and Chairman of Stellar Biotechnologies, Inc. "Our customer base is growing and there is a pipeline of new KLH-based immunotherapies in development which are anticipated to drive higher demand for Stellar KLH. We are very pleased to have Mike join our operations team at this exciting time in the Company's evolution." About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies reported a net loss of $8.43 million for the year ended Aug. 31, 2014, a net loss of $14.5 million for the year ended Aug. 31, 2013, and a net loss of $5.52 million for the year ended Aug. 31, 2012. Stellar Biotechnologies reported a net loss of $2.84 million on $758,689 of revenues for the year ended Sept. 30, 2015. As of March 31, 2016, Stellar had $9.42 million in total assets, $616,097 in liabilities and $8.81 million in shareholders' equity. STEVEN J. ANCONA: Court Denies Bid for Reargument ------------------------------------------------- Judge Cecelia G. Morris of United States Bankruptcy Court for the Southern District of New York denied Steven J. Ancona's Motion for Reargument. The Debtor, by his special counsel, filed a Motion for Reargument of this Court's Memorandum Decision on Debtor's Motion for Summary Judgment and Order Denying in Part and Granting in Part Debtor's Motion for Summary Judgment, in connection with the Debtor's objection to the Landlord's Amended Claim. The bankruptcy case In re: Steven J. Ancona, Chapter 11, Debtor, Case No. 14-10532-CGM (Bankr. S.D.N.Y.). A full-text copy of the Memorandum Decision dated April 6, 2016 is available at https://is.gd/jMoHpI from Leagle.com. Steven J. Ancona, Debtor, is represented by Howard W. Kingsley, Esq. -- hkingsley@rosenbergestis.com -- Rosenberg & Estis, P.C., Douglas J. Pick, Esq. -- dpick@picklaw.net -- Pick & Zabicki LLP. United States Trustee, U.S. Trustee, is represented by Richard W. Fox, Office of The United States Trustee, Serene K. Nakano, U.S. Department of Justice. STOCK BUILDING: Dismissal of Weaver Cooke's Claims Affirmed ----------------------------------------------------------- Weaver Cooke Construction, LLC, filed an appeal from the 10 June 2014 order of United States Bankruptcy Judge Stephani W. Humrickhouse granting Appellee Stock Building Supply, LLC's motion for summary judgment on all Weaver Cooke's claims based on the statute of limitations defense as to the negligence and breach of express warranty claims. This dispute arises out of a real estate development project, a luxury condominium complex, in New Bern, North Carolina. Weaver Cooke served as the project's general contractor and subcontracted with appellee Stock Building Supply, LLC for the purchase and installation of windows and exterior doors on the project. Stock, in turn, contracted with Carlos Garcia to install the windows and doors. The installation of the windows and doors was completed by September 2008. In March 2009, New Bern Riverfront Development, LLC, the project owner/developer, filed suit in state court against various parties, including Weaver Cooke and some subcontractors, based on the allegedly defective construction of the project. In November 2009, New Bern filed a petition for relief under Chapter 11 of the bankruptcy code, and shortly thereafter, the state court action was removed to this court and transferred to the Bankruptcy Court. New Bern later voluntarily dismissed the subcontractors from the action and filed its first amended complaint. Weaver Cooke and others remained defendants and new parties were added. In May 2010, Weaver Cooke answered New Bern's first amended complaint and asserted third-party claims against certain parties, none of whom were subcontractors on the project. In March 2012, New Bern served the report of its expert George Barbour. That report identified a number of alleged construction defects, including some purportedly attributable to Stock. With leave of court, in June 2012, Weaver Cooke filed its second third-party complaint, asserting claims against numerous subcontractors, including Stock, for negligence, contractual indemnity, and breach of express warranty. Stock filed a motion for summary judgment on all Weaver Cooke's claims. On 10 June 2014, the bankruptcy court granted the motion based on the statute of limitations defense as to the negligence and breach of express warranty claims. The court applied the three-year statute of limitations under N.C. Gen. Stat. § 1-52, with the discovery rule in N.C. Gen. Stat. § 1-50(a)(5)f, to find that the claims accrued when the defects attributable to Stock became apparent or ought reasonably to have become apparent. The court concluded that the undisputed facts establish that Weaver Cooke knew of (or should have known of) the defects attributable to Stock no later than the spring of 2009, i.e., a time period prior to June 2009. With that date being more than three years before Weaver Cooke filed its second third-party complaint alleging claims against Stock, the bankruptcy court concluded that the negligence and breach of warranty claims were time barred, and accordingly, the court granted summary judgment in favor of Stock on those claims. In July 2014, Weaver Cooke filed a notice of appeal from this order and a motion for leave to appeal an interlocutory order, which this court denied in October 2014. In May 2015, the bankruptcy court certified the order as final pursuant to Federal Rule of Civil Procedure 54(b) and recommended that this court reconsider Weaver Cooke's motion for leave to appeal as a motion for leave to appeal a final order. Thereafter, this court certified the 10 June 2014 order as final and directed the Clerk to reopen this action to allow the appeal to proceed. Judge W. Earl Britt of the United States District Court for the Eastern District of North Carolina, Western Division, affirmed the 10 June 2014 order of the bankruptcy court. A full-text copy of the Order dated May 16, 2016 is available at https://is.gd/cUSWHN from Leagle.com. The case is WEAVER COOKE CONSTRUCTION, LLC, Appellant, v. STOCK BUILDING SUPPLY, LLC, Appellee, No. 5:14-CV-475-BR (Bankr. E.D.N.C.). Weaver Cooke Construction, LLC, Appellant, is represented by Joseph P. Gram, Esq. -- jgram@cgspllc.com -- Conner Gwyn Schenck PLLC, Kelli E Goss, Esq. -- kgoss@cgspllc.com -- Conner Gwyn Schenck PLLC, Luke J. Farley, Esq. -- lfarley@cgspllc.com -- Conner Gwyn Schenck PLLC & C. Hamilton Jarrett, III, Esq. -- hjarrett@cgspllc.com -- Conner Gwyn Schenck PLLC. Curenton Concrete Works, Inc., Defendant, is represented by Andrew A. Vanore, III, Brown, Crump, Vanore & Tierney, LLP. Stock Building Supply, LLC, Appellee, is represented by A. Todd Brown, Esq. -- tbrown@hunton.com -- Hunton & Williams, LLP & Ryan George Rich, Esq. -- rrich@hunton.com -- Hunton & Williams, L.L.P.. Travelers Casualty & Surety Company of America, Interested Party, is represented by C. Hamilton Jarrett, III, Conner Gwyn Schenck PLLC, Joseph P. Gram, Conner Gwyn Schenck PLLC, Kelli E Goss, Conner Gwyn Schenck PLLC & Luke J. Farley, Conner Gwyn Schenck PLLC. Gouras, Incorporated, Interested Party, is represented by Jay P. Tobin, Esq. -- Jay.Tobin@youngmoorelaw.com -- Young Moore & Henderson. Fluhrer Reed, P.A., Interested Party, is represented by John M. Nunnally, Esq. -- jnunnally@rl-law.com -- Ragsdale Liggett PLLC & Melissa Dewey Brumback, Esq. -- mbrumback@rl-law.com -- Ragsdale Liggett, PLLC. New Bern Riverfront Development, LLC, Interested Party, is represented by Daniel K. Bryson, Esq. -- dan@wbmllp.com -- Whitfield, Bryson & Mason, LLP, Jeremy Richard Williams, Esq. -- jeremy@wbmllp.com -- Whitfield, Bryson & Mason, LLP & Matthew E. Lee, Esq. -- matt@wbmllp.com -- Whitfield, Bryson & Mason, LLP. Carlos Garcia, Interested Party, is represented by William Walton Silverman, Esq. -- Robinson & Lawing, LLP. Raleigh, North Carolina-based Stock Building Supply -- http://www.stockbuildingsupply.com/-- is a leading supplier of building materials to professional home builders and contractors in the United States. Stock operates in 19 markets including Washington, D.C.; Paradise, Pa.; Richmond, Va.; Raleigh-Durham, Charlotte and Winston-Salem/Greensboro, N.C.; Greenville and Columbia, S.C.; Atlanta, Ga.; Austin, Amarillo, Houston, Lubbock and San Antonio, Tex.; Albuquerque, N.M.; Salt Lake City and Southern Utah; Spokane/Northern Idaho; and Los Angeles, Calif. The Company and 25 of its affiliates filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del. Case No. 09-11554). On that same date, the Debtor and its affiliates filed a joint prepackaged plan of reorganization and related disclosure statement. On June 15, 2009, the Court entered an Order confirming the Plan. The Plan took effect on June 30, 2009. Shearman & Sterling LLP and Young, Conaway, Stargatt & Taylor, represent the Debtors, and FTI Consulting served as the Debtors' restructuring consultant. SUNEDISON INC: 2015 Annual, March 31 Quarterly Reports Delayed -------------------------------------------------------------- SunEdison, Inc. advised the Securities and Exchange Commission earlier this month that it is unable to timely file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, without unreasonable effort or expense. The delay in filing the Form 10-Q is primarily due to the Company's previously disclosed inability to file its Form 10-K for the fiscal year ended December 31, 2015. Until the Company completes and files the Form 10-K, it will be unable to complete and file the Form 10-Q. The Company said the Form 10-K continues to be delayed due to the previously disclosed identification by management of material weaknesses in its internal controls over financial reporting, primarily resulting from deficient information technology controls in connection with newly implemented systems. Because of these material weaknesses, additional procedures are necessary for management to complete the Company's annual financial statements and related disclosures, and for the finalization of the audit of the Company's annual financial statements and the effectiveness of internal controls over financial reporting as of December 31, 2015. To date, the additional procedures performed as a result of the material weaknesses identified have not resulted in the identification of any material misstatements or restatements of the Company's audited or unaudited consolidated financial statements or disclosures for any period previously reported by the Company. In addition, the Company is currently seeking the appointment of an independent accounting firm through the bankruptcy court. The Company is working to prepare and file the Form 10-K and the Form 10-Q, including completing the processes related to such filing and an assessment of the Company's financial position, but does not anticipate being able to file the Form 10-Q within the 5 calendar day period set forth in Rule 12b-25 under the Securities Exchange Act, as amended. The complexity of completing the Form 10-K and the Form 10-Q has increased substantially compared to the prior periods due to the Company's previously disclosed filing of a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on April 21, 2016. About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SUNEDISON INC: BlackRock Reports 0.6% Equity Stake -------------------------------------------------- BlackRock, Inc. filed with the Securities and Exchange Commission a SCHEDULE 13G (Amendment No: 4) to disclose that it may be deemed to beneficially own 1,972,465 shares or roughly 0.6% of the common stock of SunEdison Inc. BlackRock, Inc. may be reached at: Spencer Fleming Chris Jones, Chief Investment Officer BlackRock, Inc. 55 East 52nd Street New York, NY 10055 About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SUNEDISON INC: Lenders Must Approve Business Plan by June 1 ----------------------------------------------------------- SunEdison, Inc., obtained certain amendments to its Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 26, 2016, entered into by and among the Company, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and the letter of credit issuers and other financial institutions and entities party thereto from time to time. The amendments are reflected in that certain Amendment No. 1 to Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of May 18, 2016, among the Company, the DIP Lenders party thereto and the DIP Agent. The Amendment modifies certain provisions in the DIP Credit Agreement relating to, among other things: (a) the Tranche B roll-up loans and the syndication of Tranche B loans; (b) post-closing guaranty and collateral matters; (c) certain milestones relating to the Company's restructuring efforts and (d) designated assets that constitute permitted dispositions under the DIP Credit Agreement. Among others, the Amendment provides that: -- On or before May 25, 2016, the Debtors and the Required Lenders shall reach an agreement with respect to a sale process for assets not identified as Designated Assets prior to such date. -- On or before June 1, 2016, the Required Lenders shall have approved either (x) the comprehensive business plan delivered in accordance with Section 4 of the First Amendment or (y) the alternate controlled liquidation budget delivered in accordance with Section 4 of the First Amendment, and upon approval thereof, the related corresponding 13-week forecast delivered in accordance with Section 4 of the First Amendment shall become, with the consent of the Required Lenders, the "Budget" then in effect until a replacement or modified Budget goes into effect in accordance with Section 6.01(e)." -- On or before May 25, 2016, the Debtors shall deliver to the Administrative Agent and the Tranche B Advisors revised versions of the comprehensive business plan, the alternate budget and, in each case, the related corresponding 13-week forecast previously delivered pursuant to Section 6.19(d) of the Credit Agreement. The Borrower and the Required Lenders agree that non-compliance with this covenant shall constitute an immediate Event of Default pursuant to Section 8.01(b) of the Credit Agreement. -- The Borrower previously notified the Administrative Agent and the Tranche B Advisors that approximately $3,700,000 of Cash on deposit in Australian Deposit Accounts for the RSC business was not previously reflected as available Cash in certain calculations of Cash Amount prior to the First Amendment Effective Date. After giving effect to the First Amendment Effective Date, any failure to identify such Cash in any Cash Amount Report delivered by the Borrower prior to the First Amendment Effective Date shall not constitute a Default or an Event of Default. Disbursements may be made with such Cash by or on behalf of Subsidiaries that are part of the RSC business, for use in RSC operations in Australia, and such disbursements shall not (i) be subject to the Budget or (ii) be included in any calculation of Cumulative Net Cash Flow except to the extent of any corresponding Cash Receipt included in such calculation. In connection with the Amendment, the requisite DIP Lenders also approved an updated 13-week budget. A copy of the Amendment is available at https://is.gd/E33OeE The DIP Agent may be reached at: DEUTSCHE BANK AG NEW YORK BRANCH 5022 Gate Parkway, Suite 100 Jacksonville, FL 32256 Tel: (904) 271-2886 Fax: (732) 380 3355 Attention: Sara Pelton E-mail: sara.pelton@db.com na.agencyservicing@db.com About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SUNEDISON INC: Severs Ties with CFO Wuebbels -------------------------------------------- SunEdison, Inc. on May 10, 2016, provided Brian Wuebbels, the Company's Chief Administration Officer, Chief Accounting Officer and Chief Financial Officer, a formal 30-day notice of the termination of his employment at the Company. Mr. Wuebbels last day of employment will be June 9, 2016. During the 30-day notice period, Mr. Wuebbels will report to Mr. John Dubel, the Company's Chief Restructuring Officer, and his title will be Advisor to the Chief Restructuring Officer. Mr. Ilan Daskal will remain SunEdison's Chief Financial Officer designee until Mr. Daskal and SunEdison agree to remove the designee title. As reported by the Troubled Company Reporter, the Board of Directors of SunEdison, Inc., in accordance with the requirements set forth in the Company's debtor-in-possession credit agreement, dated April 26, 2016, established on April 29, 2016, the office of Chief Restructuring Officer and appointed John Dubel as the Company's Chief Restructuring Officer. Mr. Dubel reports directly to the independent directors of the Board. About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. T-L BRYWOOD: Asks Court to Dismiss Chapter 11 Case -------------------------------------------------- T-L Brywood LLC asks the U.S. Bankruptcy Court to dismiss its Chapter 11 case because the reasons for the filing of the Chapter 11 case have been resolved, making the continuation of the Chapter 11 case and the confirmation process relating to the competing Plans unnecessary. The Debtor relates that after an extensive litigation with RCG-KC Brywood, LLC (RCG) with respect to Competing Plans, the Debtor have engaged in good faith settlement negotiations with RCG which eventually resulted in a settlement of all issues. Accordingly, the Debtor also relates that the Court has approved the settlement between the Debtor and RCG, upon which the Debtor sold the Brywood Property to RCG for a release of the underlying mortgage indebtedness in the approximate amount of $12,250,000 plus a cash payment to the Debtor from RCG amounting to $2,500,000 -- the sale closed on April 19, 2016 -- leaving sufficient funds to pay administrative claims and the claims of pre-petition creditors. T-L Brywood LLC is represented by: David K. Welch, Esq. Arthur G. Simon, Esq. Jeffrey C. Dan, Esq. Brian P. Welch, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Telephone: (312) 641-6777 Facsimile: (312) 641-7114 Email: dwelch@craneheyman.com asimon@craneheyman.com jdan@craneheyman.com bwelch@craneheyman.com About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09582) on March 12, 2012. The case was transferred to the U.S. Bankruptcy Court for the Northern District of Indiana (Case. 13-21804) on May 14, 2013. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. Judge J. Philip Klingeberger oversees the case. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space. Related entities, T-L Conyers LLC, T-L Cherokee South, LLC, T-L Smyrna LLC, and T-L Village Green LLC sought Chapter 11 protection (Bankr. N.D. Ind. Case Nos. 13-20280, and 13-20282 to 13-20284) in Hammond, Indiana, on Feb. 1, 2013. T-L Conreys owns the Sale Gate Shopping Center in Conyers, Georgia. T-L Cherokee owns the Cherokee South Shopping Center in Overland Park, Kansas. T-L Smyrna owns the Crossings Shopping Center in Smyrna, Georgia. The Debtors are entities managed by Westchester, Illinois-based Tri-Land Properties, Inc., which sought Chapter 11 protection (Case No. 12-22623) on July 11, 2012. Tri-Land and an affiliate collectively manage a portfolio of 10 properties in Georgia, Indiana, Kansas, Minnesota, Missouri and Wisconsin. T-L Brywood disclosed total assets of $16.7 million and total liabilities of $14.0 million in its schedules. T-L Brywood is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. * * * The secured lender in the Chapter 11 cases of T-L Conyers, T-L Smyrna, T-L Cherokee and T-L Village (collectively, "Other Related Debtors") was MB Financial N.A. The parties reached a settlement resolving all of the disputes that resulted in, among other things, the voluntary dismissal of the Chapter 11 cases of the Other Related Debtors. T-L Brywood and creditor RCG-KC Brywood, LLC, have filed competing plans in T-L Brywood's Chapter 11 case. TERRAFORM PRIVATE: S&P Puts 'B-' ICR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings placed its 'B-' issuer credit rating on TerraForm Private LLC on CreditWatch with negative implications. In addition, S&P placed the 'B' rating on subsidiary TerraForm AP Acquisition Holdings LLC's senior secured debt on CreditWatch with negative implications. The recovery rating on this debt is '2', indicating expectations for meaningful (70%-90%; in the upper half of the range) recovery in the event of a payment default. "The CreditWatch placement stems from ongoing challenges with Private's affiliated companies, TerraForm Global Inc. and TerraForm Power Inc., as well as the recent bankruptcy of its parent company, SunEdison Inc.," said S&P Global Ratings credit analyst Michael Ferguson. While S&P rates Private on a stand-alone basis, it remains wary of the problem with the related entities. As it is a warehousing facility, it relies on Global and Power to receive certain of its assets. To extent that those companies have challenges that prevent them from receiving sufficient capital to consummate these transactions, the strategy of Private would be interrupted. Additionally, while S&P permits a notch of separation between this company and its now bankrupt parent, SunEdison, Inc., S&P notes that the bankruptcy is still in the early stages and it's not entirely clear how it will unfold. The CreditWatch placement reflects the ongoing issues surrounding the filing status and overall financial wellbeing of Private's counterparties. S&P will resolve the CreditWatch when it obtains a better understanding of when some of these issues will be resolved, and what implications their resolution will have for Private. TEXAS PELLETS: Chapter 11 Cases Jointly Administered ---------------------------------------------------- U.S. Bankruptcy Judge Bill Parker has authorized the joint administration of Texas Pellets, Inc., and German Pellets Texas, LLC, under Lead Case No. 16-90126. The Court finds that the entry of an order for joint administration is designed for procedural and economic efficiency and does not result in a substantive consolidation of estates, whereby the assets and liabilities of the two estates would be merged for the satisfaction of all claims existing against either debtor. About Texas Pellets Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016, listing $100 million to $500 million in both assets and liabilities. The petition was signed by Anna Katherin Leibold, president and chief executive officer. German Pellets Texas, LLC, also based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April 30, 2016, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Peter H. Leibold, its chief executive officer. The cases have been jointly administered under Texas Pellets' case. Judge Bill Parker presides over the cases. William Steven Bryant, Esq., at LOCKE LORD LLP, serves as counsel to the Debtors. TEXAS PELLETS: Time to File Schedules Extended to May 31 -------------------------------------------------------- U.S. Bankruptcy Judge Bill Parker has extended to May 31, 2016, the deadline for Texas Pellets, Inc., to file schedules of assets and liabilities, schedules of co-debtors, schedules of executory contracts and unexpired leases, and statements of financial affairs, as required by Rule 1007(b)(1) of the Federal Rules of Bankruptcy Procedure. About Texas Pellets Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016, listing $100 million to $500 million in both assets and liabilities. The petition was signed by Anna Katherin Leibold, president and chief executive officer. German Pellets Texas, LLC, also based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April 30, 2016, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Peter H. Leibold, its chief executive officer. The cases have been jointly administered under Texas Pellets' case. Judge Bill Parker presides over the cases. William Steven Bryant, Esq., at LOCKE LORD LLP, serves as counsel to the Debtors. TEXASBANC CAPITAL I: Fitch Affirms 'BB-' Preferred Stock Rating --------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating for BBVA Compass Bancshares, Inc. (BBVAC) at 'BBB+' and the bank's Viability Rating (VR) at 'bbb'. The Rating Outlook is Stable. This action follows Fitch's recent rating action on BBVAC's parent company, Banco Bilbao Vizcaya Argentaria SA (BBVA). KEY RATING DRIVERS IDRS AND SENIOR DEBT BBVAC's IDR reflects the higher of its support-driven IDR or its standalone rating, the VR. BBVAC' support-driven IDR is 'BBB+', while its stand-alone rating or VR is 'bbb'. BBVAC's institutional support-driven IDR is higher than its VR, which reflects the parent's ability and propensity to provide support to BBVAC. BBVAC accounts for approximately 12% and 11% of consolidated parent assets and revenues, respectively. VR BBVAC's VR, which reflects the company's intrinsic creditworthiness absent any extraordinary support, was affirmed at 'bbb' primarily reflecting the company's solid capital position, and good asset quality profile. The ratings are constrained primarily by a weaker earnings profile, and higher energy-related exposure. Capital remains good, with a Common Equity Tier 1 under Basel III of 10.64%, on a transitional basis, up slightly from a year ago. This compares to the large regional bank peer median of approximately 10.7%. BBVAC's capital requests have been modest to date, with relatively small dividends upstreamed to the parent. The company has one of the lowest total payouts in the peer group, incorporating only dividend payments. Fitch expects BBVAC to manage its capital profile conservatively given both a weaker earnings profile, and strong loan growth over the past few years. Excluding energy-related exposure, asset quality continues to remain relatively good. Fitch notes that non-performing assets (NPAs), inclusive of accruing troubled debt restructurings, compared favorably to large regional bank peer average at year-end. BBVAC's net charge-offs (NCOs) in 2015 were slightly better than the large regional bank peer average (excluding COF), while its crisis-era experience was roughly in line with peer averages. Fitch expects some asset quality deterioration for BBVAC, as well as the industry, from unsustainably low current levels. During 2015, BBVAC reported deterioration in NPAs balances from the prior year, with the most deterioration in C&I NPAs due to energy-related weaknesses, though there was also some erosion consumer indirect, though within our expectations. Offsetting these rating drivers, BBVAC's earnings performance continues to lag the average for large regional banks in the U.S. and is considered a key VR constraint by Fitch. BBVAC return on assets (ROA) in 2015 was just 55 basis points (bps), as compared to the peer average (excluding BBVAC) of approximately 100bps. However, Fitch notes that BBVAC's earnings profile is in line with other FBOs, who tend to lag large regional peers due to generally higher funding costs, greater reliance on spread income, and higher overhead costs. Part of BBVAC's weaker earnings profile is due to its net interest margin (NIM), which is impacted by a much higher cost of interest-bearing deposits than peers. While deposit costs have been generally declining for the entire industry, the cost of interest-bearing deposits for BBVAC has been generally trending up due to deposit promotions. BBVAC has been able to grow interest-bearing deposits by 10% from a year ago. The bank has also been successful in increasing non-interest bearing balances, which now represent approximately 30% of total deposits. BBVAC's high energy-related exposure also currently constrains ratings. BBVAC reported $4.2 billion of energy loans as of March 31, 2016, or roughly 7% of total loans and 56% of tangible common equity. This exposure is higher than all other Fitch-rated large regional bank peers. Given BBVAC's concentration in Texas and 20 year history in energy lending, it is expected its exposure would be somewhat higher than most peers. That said, the company's energy-related exposure had a meaningful impact on earnings in the first quarter of 2016 (1Q16), in which the company reported an ROA of only 15bps. While total loan losses remain manageable to date, BBVAC reported a significant increase in provision expenses. Related loan loss reserves now total 3.7% at March 31, 2016, which is well below most peers, especially in light of the composition of its portfolio which includes 87% non-IG credits, though Fitch notes its exposure to service companies is well below peer averages. Fitch expects BBVAC may incur increased energy-related credit costs that will further impair its earnings over the near term. Over the last several years, BBVAC has also reported very strong loan growth, well in excess of large regional bank peer averages banks and GDP, which may be vulnerable to deterioration under a slowing economy or higher interest rates. Fitch notes however that overall loan growth slowed in 2015, converging to peer averages, with the exception of auto loans. This portfolio grew 21% in 2015, well in excess of the peer median. Fitch observes that loan losses have deteriorated over the past year, with NCOs in the indirect book totaling 165bps in 1Q16 as compared to 85bps a year ago. This level of loan growth raises concerns as to any relaxation in underwriting standards and whether the company is receiving the appropriate risk-adjusted return in an extremely competitive lending environment. Fitch will be monitoring the growth in these portfolios for any asset quality deterioration that exceeds our expectations. Bank liquidity is considered roughly in line with peer banks, though its loan to deposit ratio is on the higher end of the peer group. BBVAC manages its liquidity separately from BBVA and does not rely on its parent for any funding. Holding company liquidity is very strong, with a significant amount of cash to cover nominal interest payments on just $100 million of trust-preferred securities. Fitch expects BBVAC will increase its capital returns to the parent in the future, though it is assumed it will be in moderate amounts, governed by U.S. regulatory stress testing. Fitch also notes that BBVAC appears well-prepared for regulatory rules for foreign-owned banks, including the formation of an intermediate holding company on July 1, 2016. Fitch anticipates the existing holding company structure will become the new IHC. BBVAC folded its U.S.-based broker-dealer, BSI, into its organization a few years back. As such, Fitch does not impact a material impact upon the formation of IHC, and expects BBVAC should be able to comply with enhanced prudential standards by July 1st. BBVAC also announced that the Federal Reserve Bank of Atlanta recently improved its CRA rating to Satisfactory from Needs to Improve. With its improved CRA rating, BBVAC is no longer restricted from bank M&A. However, we expect that future M&A will be focused on non-bank acquisitions, in keeping with its technology-focused strategy. SUPPORT RATING AND SUPPORT RATING FLOOR BBVAC's Support Rating of '2' reflects the parent's ability and propensity to support BBVAC. BBVAC's support-driven IDR has historically been one notch below BBVAC, reflecting Fitch's view that BBVAC is strategically important to BBVA, though not core. Since BBVAC's support reflects institutional support, there is no Support Rating Floor assigned. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid securities issued by BBVAC and by various issuing vehicles are all notched down from BBVAC's or its bank subsidiaries' VR in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. HOLDING COMPANY BBVAC's IDR and VR are equalized with those of Compass Bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. LONG- AND SHORT-TERM DEPOSIT RATINGS BBVAC's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. RATING SENSITIVITIES IDRS AND SENIOR DEBT Since BBVAC's ratings and Outlook are correlated with those of BBVA, changes in BBVA's ratings may result in changes to BBVAC's IDRs and Outlook. Given BBVAC's VR is at 'bbb,' downward rating actions may be limited to just one notch as BBVAC's VR would become the anchor for its IDR, absent any changes to the company's VR. VR Over the medium to long term, Fitch envisions limited VR upgrade potential, and likely more downgrade pressure. A downgrade to the VR would arise in the event that BBVAC were to manage its capital more aggressively, though given BBVAC's recent CCAR capital requests and historical dividend practices, this is viewed as unlikely. Further, while the company's energy-related exposure is expected to continue to pressure earnings, and not impair capital, if capital erosion occurs as a result of elevated loan losses, BBVAC's VR could be impacted. Fitch expects loan losses will deteriorate from currently unsustainably low levels, but outsized losses, particularly in the energy book, that reduce capital by more than 50bps could pressure ratings. Further, Fitch remains concerned regarding the strong loan growth BBVAC has reported over the past several years, especially as it compares to peer averages. In general, Fitch views loan growth that significantly outpaces GDP and peer growth skeptically as it raises concerns about adverse selection, underwriting standards, and the appropriate risk-return trade-offs. Increasing loan losses, that are in excess of peer averages or historical performance, may impact BBVAC's VRs. Conversely, over the more medium to long term, BBVAC's VR could be upgraded with improving earnings performance, combined with the continuation of generally benign asset quality and the maintenance of capital at appropriate levels. SUPPORT RATING AND SUPPORT RATING FLOOR In the event Fitch views BBVAC as no longer strategically important to BBVA, its support rating could be downgraded. If the support rating were downgraded, BBVAC's VR would likely become the anchor rating for IDR. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES These ratings are all primarily sensitive to any changes in the VR of BBVAC. HOLDING COMPANY Should BBVAC's holding company begin to exhibit signs of weakness, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of Compass Bank. LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by BBVAC and its subsidiaries are primarily sensitive to any change in BBVAC's long- and short-term IDRs. Fitch has affirmed these ratings: BBVA Compass Bancshares, Inc. -- Long-Term IDR at 'BBB+'; Outlook Stable; -- VR at 'bbb'; -- Support at '2'; -- Short-Term IDR at 'F2'. Compass Bank -- Long-Term IDR at 'BBB+'; Outlook Stable; -- Long-term deposits at 'A-'; -- Senior unsecured at 'BBB+'. -- Short-Term IDR at 'F2'; -- VR at 'bbb'; -- Short-term deposits at 'F2'; -- Support at '2'; -- Subordinated debt at 'BBB-'. TexasBanc Capital Trust I -- Preferred stock at 'BB-'. TORSPO HOCKEY: Joy Group's Suit Over Trademark Ownership Dismissed ------------------------------------------------------------------ Judge Donovan W. Frank of the United States District Court for the District of Minnesota granted Defendant's Motion to Dismiss and dismissed with prejudice Plaintiff's Amended Complaint in the case Joy Group Oy, Plaintiff, v. Supreme Brands L.L.C., Defendant, Civil No. 15-3676 (DWF/FLN)(D. Minn). This case involves a dispute between Plaintiff Joy Group Oy and Defendant Supreme Brands L.L.C. over who owns the rights to various trademarks. The matter is before the Court on a Motion to Dismiss Plaintiff's Amended Complaint brought by Defendant arguing that the Amended Complaint fails to state a claim upon which relief can be granted. A full-text copy of the Memorandum Opinion and Order dated May 16, 2016 is available at https://is.gd/Lm9sJS from Leagle.com. Joy Group Oy, Plaintiff, is represented by Keith A. Vogt, Keith A. Vogt, Esq., pro hac vice & Paul Allen Godfread, Esq. -- paul@godfreadlaw.com -- Godfread Law Firm. Supreme Brands L.L.C., Defendant, is represented by Joel D Nesset, Esq. -- jnesset@cozen.com -- Cozen O'Connor, Nadia B Hasan, Esq. -- nhasan@cozen.com -- Cozen O'Connor, Steven Paul Katkov, Esq. -- skatkov@cozen.com -- Cozen O'Connor & Thomas P Kane, Esq. -- tkane@cozen.com -- Cozen O'Connor. TRANSDIGM INC: Moody's Rates New $950MM Secured Term Loan Ba2 ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the new $950 million senior secured term loan F due 2023 and a B3 rating to the new senior subordinated notes due 2026. Proceeds are expected to be used to fund TransDigm's recently announced acquisition of ILC Holdings Inc., the parent company to Data Device Corporation ("DDC") and for general corporate purposes including future acquisitions or dividends. The rating outlook remains stable. Issuer: TransDigm, Inc. The following ratings were assigned: $950 million senior secured term loan F due 2023, assigned Ba2 (LGD2) $950 million senior subordinated notes due 2026, assigned B3 (LGD5) RATINGS RATIONALE Moody's said, " the B1 Corporate Family Rating reflects TransDigm's high tolerance for financial risk, elevated leverage levels, and a history of aggressive shareholder distributions and debt-financed acquisitions. Moody's expects TransDigm to prioritize shareholder returns over debt reduction and anticipates a continuation of high levels of financial leverage with Moody's adjusted Debt-to-EBITDA likely to remain between 6.0x to 8.0x. The entirely debt-financed acquisition of DDC is aggressive and will result in leverage at the higher end of this range with pro forma Moody's adjusted Debt-to-EBITDA of almost 7.5x. These considerations are tempered by TransDigm's strong competitive position and especially high margins which are underpinned by the proprietary and sole-sourced nature of the majority of its products as well as the company's focus on highly profitable aerospace aftermarkets. Moody's expects TransDigm to maintain its strong liquidity profile with substantial free cash flow generation (likely to be in excess of $650 million during 2016) which should afford the company some of the financial flexibility necessary to manage its large debt burden. We view TransDigm's sizable and growing installed base of niche products across multiple platforms and carriers, along with its focus on the profitable aftermarket business, as adding stability to the company's revenue stream, a consideration which adds further support to the rating. "The stable outlook incorporates our expectations that favorable industry fundamentals will continue to support earnings growth and a strong liquidity profile. The outlook also reflects the expectation that TransDigm will make progress in reducing leverage through earnings growth between periodic leveraging transactions." An upgrade is unlikely in the near term given expectations that TransDigm will continue to pursue an aggressive financial policy and a highly leveraged capital structure. An upward rating action would be driven by leverage sustained below 5.0x on a Moody's adjusted basis, coupled with the maintenance of the company's industry leading margins and a continuation of the strong liquidity profile. Factors that could result in lower ratings include Moody's adjusted Debt-to-EBITDA sustained above the high 7x level or an erosion in profitability such that EBITDA margins were expected to approach 40%. A deteriorating liquidity profile involving FCF-to-Debt continuously below 5%, annual free cash flow generation sustained below $650 million or increased reliance on the revolver could also pressure the rating downward. TransDigm Inc., headquartered in Cleveland, Ohio, is a manufacturer of engineered aerospace components for commercial airlines, aircraft maintenance facilities, original equipment manufacturers and various agencies of the US Government. TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group Incorporated (TDG). Revenues for the last twelve month period ending March 31, 2016 were approximately $3.0 billion. TRANSDIGM INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said that it has affirmed all of its ratings on TransDigm Inc., including S&P's 'B' corporate credit rating on the company. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $950 million first-lien term loan F due 2023. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) in the event of a payment default. Additionally, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to TransDigm's proposed $950 million subordinated notes due 2026. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. "The affirmation reflects our belief that the debt TransDigm will take on to fund its acquisition of DDC and undertake a potential dividend will cause its credit metrics to become somewhat weaker in the near term, though they will remain within our expectations for the current rating with a debt-to-EBITDA metric of between 6.0x and 6.5x toward the end of fiscal year 2016," said S&P Global credit analyst Tennille Lopez. "We had previously incorporated a transaction of this size into our existing ratings on the company." The stable outlook on TransDigm reflects S&P's expectation that the supportive commercial aerospace environment, significant earnings contributions from its acquisitions, and strong free cash flow generation should allow the company to maintain credit metrics that are appropriate for the current rating (debt-to-EBITDA remaining at about 6.0x-6.5x over the next year) despite its large acquisitions and shareholder-friendly actions. S&P could lower its ratings on TransDigm if its total debt-to-EBITDA ratio rises above 7x for a sustained period because of increased debt to fund acquisitions or shareholder rewards, or -- less likely -- if changing business conditions or weakness in the commercial aerospace market prompts S&P to revise its assessment of the company's business risk profile to fair from satisfactory. S&P does not anticipate an upgrade over the next year unless TransDigm's management commits to a less aggressive financial policy and the company's debt-to-EBITDA metric remains below 5x. TRIANGLE PETROLEUM: Terminates Talks on Potential Restructuring --------------------------------------------------------------- Triangle Petroleum Corporation and NGP Triangle Holdings, LLC are party to a non-disclosure agreement regarding discussions in connection with a potential consensual restructuring or recapitalization of the Company, under which the Company engaged in discussions with NGP that may constitute material non-public information (the "MNPI"). The NDA permits NGP to request that the Company publicly disclose the MNPI. Accordingly, by a Form 8-K filing with the Securities and Exchange Commission, the Company disclosed that (i) the Company engaged in discussions with NGP with respect to the terms of the Potential Restructuring and (ii) those discussions terminated without the parties reaching agreement. Discussions between NGP and the Company may resume at any time, and the Company undertakes no obligation to disclose the existence or nature of such discussions until an agreement has been reached between the parties. About Triangle Petroleum Triangle Petroleum Corporation is a Denver-based oil and natural gas exploration and production company. Triangle Petroleum conducts its E&P, oilfield and midstream activities in the Williston Basin of North Dakota and Montana. Triangle Petroleum reported a net loss of $822 million on $358 million of total revenues for the year ended Jan. 31, 2016, compared to net income of $93.4 million on $573 million of total revenues for the year ended Jan. 31, 2015. As of Jan. 31, 2016, Triangle Petroleum had $753 million in total assets, $1.01 billion in total liabilities and a total stockholders' deficit of $265 million. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Jan. 31, 2016, citing that the Company does not have sufficient liquidity to meet this obligation, if called by the lenders. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRIANGLE PETROLEUM: Wells Fargo Quits as Indenture Trustee ---------------------------------------------------------- Triangle Petroleum Corporation's wholly-owned subsidiary Triangle USA Petroleum Corporation, Wilmington Trust, National Association, and Wells Fargo Bank, National Association entered into an Agreement of Resignation, Appointment and Acceptance with respect to TUSA's 6.75% Senior Notes due 2022. Pursuant to the terms of the Agreement of Resignation, effective May 31, 2016, Wells Fargo will resign as trustee, registrar, paying agent and notes custodian under the Indenture, dated as of July 18, 2014, by and among TUSA, the subsidiary guarantors named therein, and Wells Fargo as Trustee, as supplemented by the Supplemental Indenture dated as of Dec. 16, 2014, related to the Notes, and Wilmington Trust will accept its appointment as successor trustee, registrar, paying agent and notes custodian under the Indenture and assume the rights, powers and duties of Wells Fargo thereunder. The address of the designated corporate trust office for Wilmington Trust is 1100 North Market Street, 5th Floor, Wilmington, Delaware 19890. About Triangle Petroleum Triangle Petroleum Corporation is a Denver-based oil and natural gas exploration and production company. Triangle Petroleum conducts its E&P, oilfield and midstream activities in the Williston Basin of North Dakota and Montana. Triangle Petroleum reported a net loss of $822 million on $358 million of total revenues for the year ended Jan. 31, 2016, compared to net income of $93.4 million on $573 million of total revenues for the year ended Jan. 31, 2015. As of Jan. 31, 2016, Triangle Petroleum had $753 million in total assets, $1.01 billion in total liabilities and a total stockholders' deficit of $265 million. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Jan. 31, 2016, citing that the Company does not have sufficient liquidity to meet this obligation, if called by the lenders. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TRIPLE C FLATBED: Seeks to Hire Robl Law Group as Counsel --------------------------------------------------------- Triple C Flatbed Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Robl Law Group, LLC as its legal counsel. Robl Law Group's hourly rates are $350 for partners, $250 for associates and $150 for paralegals. The firm's professionals who are expected to provide the services are: Michael D. Robl, Esq. $350 Shoshana Watt (paralegal) $150 In a declaration, Mr. Robl disclosed that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Robl, Esq. Robl Law Group, LLC 3754 Lavista Road, Suite 250 Tucker, GA 30084 Phone: (404) 373-5153 Fax: (404) 537-1761 ) Email: michael@roblgroup.com About Triple C Flatbed Triple C Flatbed Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Georgia (Atlanta) (Case No. 16-58984) on May 24, 2016. The petition was signed by Terry Comer, managing member. The Debtor disclosed total assets of $2.28 million and total debts of $2.72 million. TRISTREAM EAST: Files Schedules of Assets and Liabilities --------------------------------------------------------- Tristream East Texas, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,706,101 B. Personal Property $16,950,486 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $18,846,838 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $946,224 ----------- ----------- Total $18,656,587 $19,793,062 A copy of the schedules is available for free at: https://is.gd/Tx2ZOR 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 listed total assets of $18.66 million and total liabilities $19.79 million in its schedules. Coats Rose, P.C. serves as the Debtor's counsel. Judge David R. Jones has been assigned the case. U.S. SHIPPING: S&P Affirms 'B' CCR, Outlook Stable -------------------------------------------------- S&P Global Ratings said that it has affirmed its 'B' corporate credit rating on New Jersey-based U.S. Shipping Corp. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level ratings on the company's senior secured credit facilities, which include a $10 million revolver and a $220 million first-lien term loan. The '2' recovery ratings on the facilities remain unchanged, indicating S&P's expectation for substantial recovery (70%-90%; lower half of the range) in the event of a default. "We have revised our assessment of U.S. Shipping's financial policy to FS-5 from neutral because the company's largest shareholder has increased the size of its ownership stake to more than 40% (around 43%), which is a level that is consistent with our definition of a financial sponsor," said S&P Global credit analyst Michael Durand. "This assessment is consistent with our belief that the company's adjusted debt-to-EBITDA metric will not likely increase above 5x." None of our ratings on U.S. Shipping were affected by this assessment revision. The stable outlook on U.S. Shipping reflects S&P's expectation that the company will maintain credit measures that are in line with S&P's current ratings, namely an adjusted debt-to-EBITDA metric comfortably below 5x and a funds from operations (FFO)-to-debt ratio of around 20%. S&P could lower its ratings on U.S. Shipping in the next year if the company's adjusted debt-to-EBITDA metric increases above 5x and S&P sees limited prospects for improvement. This could occur if, for example, the company does not renew its contracts at favorable rates. Although unlikely, S&P could raise its ratings on U.S. Shipping if S&P revised its assessment of the company's business risk profile upward. This could occur if, for example, the company sustains a track record of improved and stable profitability. S&P could also raise its ratings if the company improved its competitive position, for example, by increasing its market share. S&P do not anticipate revising its assessment of the company's financial risk profile upward because of the financial policies of U.S. Shipping's current financial sponsor. ULTRA PETROLEUM: Posts $21.8 Million Net Loss for March 31 Quarter ------------------------------------------------------------------ Ultra Petroleum Corp. has delivered to the Securities and Exchange Commission a Form 10-Q for the quarterly period ended March 31, 2016. Ultra posted a net loss of $21,831,000 for the quarter, from net income of $25,189,000 for the same period a year ago. Ultra reported total operating revenues (from natural gas sales and oil sales) of $159,386,000 for the three months ended March 31, 2016, from revenues of $219,309,000 for the same period a year ago. At March 31, Ultra had total assets of $1,282,922,000 against total current liabilities of $3,993,052,000, retained loss of $3,515,952,000 and total shareholders' deficit of $3,011,350,000. A copy of the report is available at https://is.gd/hKpoee 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 Company's common stock commenced trading on the OTC Pink Marketplace under the symbol "UPLMQ" on May 3, 2016. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. USA DISCOUNTERS: Georgia Suit Stayed Pending Bankr. Case -------------------------------------------------------- Judge J. Randal Hall of the United States District Court for the Southern District of Georgia, Savannah Division, granted the motion to stay the case captioned WILLIAM H. SMALL, Plaintiff, v. USA DISCOUNTERS, LTD., and TIMOTHY W. DORSEY, Defendants, No. CV 415-316 (S.D. Ga.), only as to Defendant USA Discounters. Plaintiff instituted this suit against Defendants by alleging claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., and 42 U.S.C. Section 1981. However, before Plaintiff filed his complaint, Defendant USA Discounters, Ltd., filed a voluntary petition for bankruptcy relief under Chapter 11 of the United States Bankruptcy Code on August 24, 2015. Consequently, Defendants have filed the instant motion to stay this case during the pendency of Defendant USA's bankruptcy proceedings. A full-text copy of the Order dated May 16, 2016 is available at https://is.gd/GMnqbR from Leagle.com. William H. Small, Plaintiff, is represented by Zena Elizabeth McClain, Esq. -- The McClain Law Firm. USA Discounters, LTD, Defendant, is represented by Christopher Price Butler, Esq. -- Ford & Harrison, LLP, pro hac vice, Loren J. Beer, Esq. -- Ford & Harrison, LLP, pro hac vice & Tiffany D. Downs, Esq. -- Ford & Harrison, LLP. Timothy W. Dorsey, Defendant, is represented by Christopher Price Butler, Ford & Harrison, LLP, pro hac vice, Loren J. Beer, Ford & Harrison, LLP, pro hac vice & Tiffany D. Downs, Ford & Harrison, LLP. VCVH HOLDING: S&P Lowers Rating on 1st Lien Debt to 'B-' -------------------------------------------------------- S&P Global Ratings revised its recovery rating to '3' from '2' on Waltham, Mass.-based health care data analytics provider VCVH Holding Corp.'s (doing business as Verisk Health) first-lien debt (term loan and revolving credit facility). The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; upper half of the range) recovery for lenders in the event of a payment default. At the same time, S&P lowered its issue-level rating on the first-lien debt to 'B-' from 'B' in accordance with its notching criteria for a '3' recovery rating. All of S&P's other ratings on Verisk Health are unchanged. The rating actions reflect S&P's view of Verisk Health's plan to increase the amount of its first-lien term loan by $15 million to $315 million. Total debt issued will remain the same, with the second-lien term loan decreasing by $15 million to $100 million. RECOVERY ANALYIS Key analytical factors: -- For purposes of the recovery analysis, S&P has valued the company as a going concern, which would maximize the value to creditors. S&P applied a 5.5x EBITDA multiple to an assumed distressed emergence EBITDA of $47 million to derive an estimated gross recovery value of $261 million. If a default were to occur, first-lien debtholders could expect meaningful recovery of 50% to 70%, while second-lien debtholders could expect negligible recovery of 0% to 10%. -- The valuation multiple is consistent with that of similar software companies providing data analytics in the health care information technology industry. -- S&P's simulated default scenario assumes a default occurring in 2018 due to increased pricing competition from larger competitors in the revenue and payment solutions segment leading to higher-than-expected attrition and the loss of certain large health plan providers, and an inability to compete effectively for new business. Simulated default assumptions -- Simulated year of default: 2018 -- EBITDA at emergence: $47 million -- EBITDA multiple: 5.5x -- LIBOR at default: 2.5% Simplified waterfall -- Net emergence value (after 7% administrative costs): $243 million -- Valuation split in % (obligors/non-obligors): 100/0 -- Collateral value available to first-lien creditors (collateral/non-collateral): $243 million/$0 million -- Secured first-lien debt: $360 million -- Recovery expectations: 50% to 70% (upper half of the range) -- Secured second-lien debt: $106 million -- Recovery expectations: 0% to 10% RATINGS LIST VCVH Holding II Corp. Corporate Credit Rating B-/Stable/-- VCVH Holding Corp. Senior Secured To From US$315 mil 1st lien term bank ln due B- B 2023 Recovery Rating 3H 2L US$40 mil revolver bank ln due 2021 B- B Recovery Rating 3H 2L US$100 mil 2nd lien term bank ln due CCC CCC 2024 Recovery Rating 6 6 VERITAS BERMUDA: Moody's Affirms B2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service affirmed Veritas Bermuda Ltd.'s B2 corporate family rating and B2-PD probability of default rating. Moody's also affirmed the B1 rating on Veritas's and co-borrower Veritas US Inc.'s first lien credit facilities and senior secured notes, and affirmed the Caa1 rating on the unsecured notes. The company reduced the total debt and revised the debt structure in connection with the closing of The Carlyle Group's acquisition of Veritas (formerly Symantec Corporation's information management business) in January 2016. Though the acquisition closed in January 2016, the revised capital structure was not marketed at that time. Moody's also assigned a B1 rating to the Senior Secured Euro Notes due 2023 and a Caa1 rating to the Term Loan B-2 which were added as part of the revised capital structure at closing. The rating outlook is stable. RATINGS RATIONALE Total debt at closing was reduced by approximately $1 billion from the originally proposed capital structure and a portion of the debt was shifted from unsecured to secured tranches. Although debt was reduced, trailing revenue and EBITDA are also down from previous years and below previous expectations. Leverage levels are however estimated at just under 7x based on run-rate stand-alone EBITDA, improved slightly from the original transaction. Revenue in the December 2015 quarter (Fiscal Q3 2016) was down 15% from the prior year driven by systems and sales stumbles after separating operations from Symantec. Although March 2016 quarter (Fiscal Q4 2016) revenues are also down, the company has disclosed that bookings rebounded in the quarter to levels well above prior years suggesting that Q3 2016's and Q4 2016's revenue declines were temporary. Veritas's B2 corporate family rating is driven by its very high leverage levels, offset to some degree by its scale, the critical nature of its products and stable maintenance revenue streams which can result in steady free cash flow generation. Leverage at closing is estimated at just under 7x and is expected to decline to 6.5x over the next twelve to eighteen months. The B2 rating is supported by Veritas's leading market position as a provider of backup and recovery software and its entrenched position within enterprise customers' critical IT infrastructure. The storage management software market is shifting however and solutions provided by new entrants and new technologies may erode Veritas's leading market position over time. Demand for storage overall is expected to increase substantially over the next several years driven by the explosion in data and the need to manage, backup and access that data. However, pricing pressures, the shift to cloud based storage, software defined storage platforms, and other alternate storage architectures could result in Veritas well underperforming the overall storage market. Given the evolution in storage architectures, the company's challenges in reviving growth, heavy reliance on one product line and very high leverage, Veritas is considered weakly positioned in the B2 rating category. The stable outlook reflects Moody's expectation for stabilizing revenues and improving profitability resulting in de-levering towards 6.5 times over the next 18 months. The ratings could be downgraded if the company were to experience a material loss of market share or deterioration of revenue due to competitive pressures or declines in its major end markets. The ratings could also be downgraded if leverage is expected to exceed 7x on other than a temporary basis or free cash flow to debt is not on track to exceed 5% once one-time restructuring and data center capital expenditures are completed. Due to one-time costs, Moody's expects free cash flow to debt in the low single digits in FY 2017 and FY 2018. The ratings could be upgraded if the company were to demonstrate improved financial performance and relatively conservative financial policies such that leverage is sustained below 5x and free cash flow to debt is maintained at over 10%. Liquidity is good based on, healthy cash balances, positive free cash flow over the next 12 to 18 months and access to an undrawn $250 million revolving credit facility. Cash balances were estimated to be $315 million at the close of the transaction. Assignments: Issuer: Veritas Bermuda Ltd. Senior Secured Term B-2 Bank Credit Facility, Assigned Caa1 (LGD5) Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3) Outlook Actions: Issuer: Veritas Bermuda Ltd. Outlook, Remains Stable Affirmations: Issuer: Veritas Bermuda Ltd. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facilities, Affirmed B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD6) The principal methodology used in these ratings was Software Industry published in December 2015. Although the Term Loan B-2 has a first lien on substantially all the assets of Veritas and its domestic subsidiaries, the Caa1 rating (LGD 5) on this facility reflects its payment priority behind the first lien revolver, term loans and secured notes. Though the Term Loan B-2 has a stronger loss given default profile than the unsecured notes (Caa1, LGD6), it is not sufficient to warrant a notching differential Veritas Bermuda Ltd., headquartered in Mountain View, California, is a provider of storage management, and backup and recovery software. Veritas generated approximately $2.4 billion of revenue in the fiscal year ended April 1, 2016. VERSO CORP: Gets Court OK to Reject Expera Paper Supply Contract ---------------------------------------------------------------- Verso Corporation on May 26 disclosed that the bankruptcy court presiding over Verso's Chapter 11 bankruptcy proceeding on May 25 authorized Verso to reject a specialty paper supply contract with Expera Specialty Solutions. The contract with Expera, which was an element of the sale by International Paper Company of its industrial papers business to Thilmany, LLC in 2005, had a 12-year term expiring in 2017. The contract required Verso, as the assignee of International Paper, to manufacture specialty paper on the A5 paper machine at its Androscoggin mill in Jay, Maine, for sale to Expera, as the successor to Thilmany, at a price essentially equivalent to Verso's cost of producing the paper. By virtue of the bankruptcy court's order, the Expera contract now is rejected, which is essentially a termination of the contract that is authorized by federal bankruptcy law. Moving forward from the rejection of the Expera contract, Verso intends to continue producing for its own account a portfolio of proven lightweight machine glazed papers for release liner, oil and grease resistant and flexible packaging applications. Verso intends to begin accepting and fulfilling customers' orders for these products starting on May 26. Verso's goal is to ensure that customers continue to receive uninterrupted access to the specialty paper produced on the A5 paper machine. "The capabilities of the A5 paper machine make it a natural fit in Verso's manufacturing network and existing specialty papers portfolio," stated Mike Weinhold, Verso's Senior Vice President of Sales, Marketing and Product Development. "Although, for the past 11 years, Verso's name has not been directly associated with the products made on the A5 paper machine, Verso has operated the machine and has ensured that the paper produced on it maintains a reputation for high quality and consistent performance. Verso's expertise in and commitment to the specialty papers market will allow us to seamlessly return the A5 paper machine to our flexible manufacturing network and to derive considerable benefits for Verso, the Androscoggin mill, our specialty papers customers, and other stakeholders." About Verso Corporation Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It employs approximately 5,200 personnel. Verso Corporation and 26 of its affiliates, including NewPage Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson, the president and CEO. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 has appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. VILLA PIZZA: Exclusive Plan Filing Period Extended to Sept. 5 ------------------------------------------------------------- The Hon. Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey has extended, at the behest of Villa Pizza Specialties, Inc., the Debtor's exclusive right to file a plan of reorganization through and including Sept. 5, 2016. As reported by the Troubled Company Reporter on April 22, 2016, the Debtor sought the extension, saying that it is attempting to develop a plan of reorganization, but has not yet determined whether a consensual plan is achievable until the Debtor concludes negotiations with Highland LLC. The Debtor needs additional time to negotiate with Highland LLC to determine if it can formulate a consensual plan and therefore needs additional time to exclusively file its plan. Villa Pizza Specialties, Inc., operates a pizzeria restaurant in Texas. It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 15-31057) on Nov. 9, 2015, and is represented by: Morris S. Bauer, Esq., and Matteo Percontino, Esq., at Norris, McLaughlin & Marcus, P.A. Judge Rosemary Gambardella presides over the case. An Official Committee of Unsecured Creditors has not been appointed nor has a trustee or examiner been appointed. VINCENT ABELL: Abell, et al., Sanctioned for Spoliation of Evidence ------------------------------------------------------------------- Plaintiff/Trustee Roger Schlossberg, the Chapter 11 Trustee, filed two motions for sanctions for spoliation of evidence against defendants Vincent L. Abell, Marta Bertola, and American Trust, LLC. The Trustee has filed a 43-count amended complaint alleging that Mr. Abell, Ms. Bertola, and numerous other related parties engaged in a systematic and ongoing fraudulent scheme to shield their assets from the reach of creditors. In the spoliation motions, the Trustee contends that these defendants also engaged in an ongoing, intentional effort to destroy electronically stored information ("ESI") in furtherance of their effort to shield assets from creditors' reach. Intervenor Maria Wilson joins the motions. Ms. Wilson holds a fraud judgment against Mr. Abell dating to 2007 and has been seeking discovery from him and Ms. Bertola in state court litigation. Her effort, and the efforts of other claimants who have fraud judgments against Mr. Abell, has been continuously thwarted by the defendants intentional and repeated failure to comply with discovery obligations, as found by numerous courts. The Trustee asserts that there are nineteen court orders sanctioning the defendants for discovery abuse or directing them to comply with discovery obligations. Included among them is the order incarcerating Mr. Abell for failure to comply with discovery orders. The Trustee and Ms. Wilson allege the defendants' destruction of ESI in this case is simply one more step in a long and continuous line of ongoing discovery abuses and abuses of the judicial process intended to keep Mr. Abell's assets out of the reach of his creditors. For the reasons set forth in this Memorandum, the court finds that Ms. Bertola, with Mr. Abell's knowledge and acquiescence, intentionally, willfully and repeatedly destroyed discoverable information for the specific purpose of keeping it from the Trustee and Ms. Wilson. The court also finds that, in doing so, Ms. Bertola acted on behalf of herself, Mr. Abell, American Trust, and other Abell-related entities. Judge Thomas J. Catliota of the United States Bankruptcy Court for the District of Maryland, Greenbelt, granted the motions and, as sanctions, will enter judgment against Mr. Abell, Ms. Bertola, and American Trust and award attorney's fees and costs in favor of the Trustee in the adversary case, Roger Schlossberg, Chapter 11 Trustee Plaintiff, v. Vincent L. Abell, et al. Defendants, Adversary No. 14-00417. A full-text copy of the Memorandum of Decision dated April 14, 2016 is available at https://is.gd/zpBi7J from Leagle.com. The bankruptcy case is In re: Vincent L. Abell, Chapter 11, Debtor, Case No. 13-13847-TJC (Bankr. D.Md.). Roger Schlossberg, Trustee, Plaintiff, is represented by Jean Evelyn Lewis, Esq. -- jlewis@kg-law.com -- Kramon & Graham, P.A., Catherine Mary Manofsky, Esq. -- cmanofsky@kg-law.com -- Kramon & Graham, P.A., Justin Akihiko Redd, Esq. -- Kramon & Graham, P.A., David J. Shuster, Esq. -- dshuster@kg-law.com -- Kramon and Graham. Vincent L Abell, Defendant, is represented by Lawrence A. Katz, Esq. -- lkatz@hf-law.com -- Hirschler Fleischer, Philip James McNutt, Esq. -- Pmcnutt@HughesBentzen.com -- Hughes & Bentzen, PLLC, James R. Schraf, Esq. -- jschraf@yvslaw.com -- Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Marta Bertola, Defendant, is represented by Christopher Hamlin. James Esten Abell, Defendant, is represented by Robert Norman Levin, Esq. -- Robert N. Levin, P.C., Richard M. McGill, Esq. -- Law Offices of Richard M. McGill, John Thomas Szymkowicz, Esq. -- jp@szymkowicz.com -- Szymkowicz & Szymkowicz, LLP. Fela Bertola, Defendant, is represented by James Greenan, McNamee, Hosea, et. al., Leah Victoria Lerman, McNamee, Hosea, et. al.. Caniss Construction, Inc., Defendant, is represented by Kevin M. Tabe, Tabe and Associates, PC. Adebowale Adeleke, Dismissed 4/30/2015, Defendant, is represented by Marc A. Ominsky, The Law Offices of Marc A. Ominsky. Maria-Theresa Wilson, Intervenor-Plaintiff, is represented by Randell C. Ogg, The Law Offices of Randell C. Ogg. W3 CO: S&P Lowers CCR to 'CCC' on Weak Financial Measures --------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Houston-based oilfield services company W3 Co. to 'CCC' from 'B-'. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan and revolver to 'CCC' from 'B-' and second-lien term loan to 'CC' from 'CCC'. The recovery rating on the first-lien term loan and revolver remains '3', indicating meaningful (50% to 70%; at the lower half of the range) recovery in the case of a payment default. The recovery rating on the second-lien term loan remains '6', indicating negligible (0% to 10%) recovery in the case of a payment default. "The downgrade reflects our revised estimates of the company's 2016 and 2017 revenues and EBITDA, following weaker-than-expected full year 2015 and first quarter 2016 results," said S&P Global Ratings credit analyst Kevin Kwok. "The downturn in the commodities market since late 2014 damaged the upstream business segment of W3 Co," he added. In 2015, about 25% of the company's global revenue was related to upstream operations and 75% for downstream compared to a 40%/60% split in 2014. The negative outlook reflects S&P's view that liquidity could deteriorate significantly over the next six to 12 months. S&P could lower the rating if W3 were not able to meet its financial obligations, which could occur if the company breached its financial covenants and any amounts drawn on its credit facility became due. S&P could raise the rating if liquidity were to improve such that the company could meet its financial obligations. This would most likely occur if the company's operating results improved, it were able to raise additional capital, or if its lenders waived or amended the financial covenants. WATERFORD FUNDING: Court Orders Closure of Suit vs. John Stone -------------------------------------------------------------- Judge Allison Claire of the United States District Court for the Eastern District of California ordered the Clerk of the Court to return defendant's check to him and to close this case styled GIL A. MILLER, Chapter 11 Trustee for WATERFORD FUNDING, LLC, et al., Plaintiffs, v. JOHN STONE, Defendant in relation to bankruptcy case In re: WATERFORD FUNDING, LLC, et al., Debtors, No. 2:15-mc-0137 WBS AC (E.D. Calif.). This is a judgment debtor proceeding. The matter was accordingly referred to the undersigned by E.D. Cal. R. 302(c)(11). On May 2, 2016, the court issued an Order To Show Cause ("OSC") why defendant John Stone's personal check for $107,278.51 -- which defendant had mailed to the court -- should not be returned to defendant, and why this case should not be closed. Plaintiff, which previously withdrew its request for a judgment debtor examination of defendant, has not responded to the OSC. Defendant has filed responses to the OSC, attesting that the underlying judgment has been set aside by the Bankruptcy Court for the District of Utah, requesting the return of his check, and asking that this case be closed. A full-text copy of the Order dated May 13, 2016 is available at https://is.gd/m0mCPV from Leagle.com. Gil A. Miller, Plaintiff, is represented by Peggy Hunt, Esq. -- hunt.peggy@dorsey.com -- Dorsey & Whitney, LLP. John Stone, Defendant, is represented by Bruce J. Boehm, Esq. -- McKay Burton & Thurman. Baker Recovery Services, Movant, represented by Brett H. Ramsaur, Esq. -- bramsaur@swlaw.com -- Snell and Wilmer L.L.P.. About Waterford Funding Based in Salt Lake City, Utah, Waterford Funding, LLC -- http://www.waterfordfunding.com/-- specialized in solving the short-term cash flow problems of new, early-stage and established commercial enterprises through real-estate based loans. Waterford Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009. James W. Anderson, Esq., at Miller Guymon, PC, served as the Debtors' counsel. Waterford Loan Fund's petition estimated $1 million to $10 million in assets, and $50 million to $100 million in debts. Affiliates Waterford Services LLC, Waterford Candwich LLC, Waterford Perdido LLC, and Investment Recovery, L.C., also sought Chapter 11 protection. On Jan. 5, 2010, the Court approved the resignation of Daniel A. Scarlet as Chief Restructuring Officer and the appointment of Gil A. Miller as the Chapter 11 Trustee. In January 2011, the Bankruptcy Court granted the Chapter 11 Trustee's request for substantive consolidation as of March 20, 2009, of the Debtors' cases. The Chapter 11 Trustee is represented by Peggy Hunt, Esq., Benjamin J. Kotter, Esq., AND Paul J. Justensen, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. WEST CORP: Files Conflicts Minerals Report with SEC --------------------------------------------------- West Corporation has filed a Conflict Minerals Report with the Securities and Exchange Commission, a copy of which is available for free at https://is.gd/FBUa7q "While we have not yet identified any 3TG as having originated from the Democratic Republic of the Congo or neighboring countries, we have not received sufficient information from our suppliers in order to conclude that our products are, or are not, "DRC conflict free," as defined in applicable SEC rules. We have not yet been able to determine the origin of the 3TG contained in some of the parts used in the manufacture of the Products. Consequently, we are not in a position to determine whether the Products are or are not, "DRC conflict free." Accordingly, the Products are considered "DRC conflict undeterminable," as defined in applicable SEC rules. Those rules define "DRC conflict free" as being a product that does not contain Conflict Minerals necessary to the functionality or production of that product that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo, or an adjoining country. The rules further define "DRC conflict undeterminable" as being a product manufactured or contracted to be manufactured that a company, such as us, is unable, after exercising due diligence, to determine qualifies as "DRC conflict free." Rule 13p-1 was adopted by the SEC to implement reporting and disclosure requirements mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Rule 13p-1 imposes reporting obligations on public companies, including the Company, whose manufactured final products contain one or more conflict minerals that are necessary to the functionality or production of those products. For purposes of the Rule and the related disclosures, the term "Conflict Minerals" is defined to include cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold and are referred to in this report as "3TG." About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corporation reported net income of $242 million on $2.28 billion of revenue for the year ended Dec. 31, 2015, compared to net income of $158 million on $2.21 billion of revenue for the year ended Dec. 31, 2014. As of March 31, 2016, West Corp had $3.52 billion in total assets, $4.05 billion in total liabilities and a total stockholders' deficit of $536 million. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WILLIAM MONTGOMERY: Sells Property to RTG for $185,000 ------------------------------------------------------ Judge Jason D. Woodard entered an order authorizing William C. Montgomery and Debra L. Montgomery, to sell real property to RTG Properties, LLC for the amount of $185,000. The U.S. Trustee raised the lone objection to the sale. After reviewing an appraisal completed in 2014 setting the market value at $175,000 and the agreement by First National Bank of Clarksdale to absorb the cost of the deed preparation in the amount of $100, now agrees to entry of the sale order. The Debtors are granted leave to sell their real property pursuant to the terms of the contract with RTG for the amount of $185,000, free and clear of the lien in favor of FNB Clarksdale. FNB Clarksdale is authorized to pay any ad valorem taxes which are secured by the subject property, if FNB Clarksdale deems the payment necessary to insure that the subject property will not be lost to a tax sale, and FNB Clarksdale is further ordered to release its deed of trust and any other document evidencing a lien upon the real property being sold by the Debtors upon the receipt of payment. The Debtors and/or closing attorney are authorized and directed to disburse the funds as: a. Payment of all outstanding ad valorem taxes owed on the subject parcels and pro-ration of the 2016 ad valorem taxes through the closing date of the sale; b. Payment of lien in favor of FNB Clarksdale in the amount of $149,900, plus a per diem of $34.9316 for each day after May 1, 2016, through the date the payment is made, together with credit for the $25,000 previously paid to FNB Clarksdale by the purchaser, for a total payment of $175,000 less the cost of the deed preparation of $100.00 as FNB Clarksdale has agreed to absorb this cost, plus a per diem of $34.9316 for each day after May 1, 2016, through the date the payment is made and repayment to FNB Clarksdale of any ad valorem taxes paid by FNB Clarksdale as authorized by the Court, and FNB Clarksdale is directed to release its deed of trust upon receipt of the payment; and c. Payment of any funds above the amount required to pay the above costs to the Debtors, if any, which shall be placed into the Debtor-in-Possession account. The property being sold to RTG consists of a certain building and lots described as Lot Nos. 6, 7A, and 17E of Block 24 of the city of Starkville, Mississippi. William C. Montgomery and Debra L. Montgomery filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 14-14470) on Dec. 5, 2014. The Debtors' attorneys: Robert Gambrell, Esq. GAMBRELL & ASSOCIATES, PLLC 101 Ricky D. Britt Blvd., Ste. Oxford, MS Tel: (662) 281-8800 Fax: (662) 202-1004 E-mail: rg@ms-bankruptcy.com WTE-S&S AG: Seeks to Hire Arnstein & Lehr as Special Counsel ------------------------------------------------------------ WTE-S&S AG Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Arnstein & Lehr LLP as its special counsel. Arnstein & Lehr will represent the Debtor in a lawsuit it filed against GHD Inc. for breach of contract in the Circuit Court of Door County, Wisconsin. The Debtor seeks $2 million in damages from GHD. Specifically, the firm will provide legal advice to the Debtor with respect to its rights and duties in connection with the litigation; prepare legal papers and appear in court on behalf of the Debtor. The firm has agreed to reduce its customary hourly rates to $350 (from $515) for partners; $250 (from $280 to $350) for associates ; and $125 for paralegals. George Apostolides, Esq., at Arnstein & Lehr, disclosed in an affidavit that his firm is "disinterested" as that term is defined in Section 101(14) of the Bankruptcy Code. Arnstein & Lehr can be reached through: George Apostolides Arnstein & Lehr LLP 120 S. Riverside Plaza, Suite 1200 Chicago, IL 60606 Email: gpapostolides@arnstein.com The Debtor can be reached through its counsel: David K. Welch, Esq. Arthur G. Simon, Esq. Jeffrey C. Dan, Esq. Brian P. Welsh, Esq. Crane, Heyrnan, Simon, Welch & Clar 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 About WTE-S&S AG WTE-S&S AG Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Illinois (Chicago) (Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip as manager and designated representative. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. The case is assigned to Judge Donald R. Cassling. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. WYNN RESORTS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB- --------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Wynn Resorts Ltd. to BB- from BB+ on May 10, 2016. Wynn Resorts Limited is a publicly traded corporation based in Paradise, Nevada that is a developer and operator of high end hotels and casinos. WYNN RESORTS: Fitch Affirms 'BB' Issuer Default Ratings ------------------------------------------------------- Fitch Ratings, on May 24, 2016, affirmed the Issuer Default Ratings (IDRs) of Wynn Resorts, Ltd (WYNN) and all of its subsidiaries rated by Fitch at 'BB'. The Rating Outlook is Stable. The subsidiaries affirmed include Wynn Las Vegas, LLC (Wynn Las Vegas), Wynn America, LLC (Wynn America), Wynn Macau, Ltd (Wynn Macau) and Wynn Resorts (Macau), S.A. Fitch links all of the IDRs within the WYNN corporate structure. KEY RATING DRIVERS Fitch's affirmation of WYNN and the Stable Outlook reflect its view that WYNN has a relatively clear glide path to reduce leverage to levels more commensurate with its 'BB' IDR by 2019, by which time Wynn Palace will be ramped up and Wynn Boston Harbor will be open a full year. Fitch forecasts 2019 consolidated gross and net leverage at 6.0x and 4.5x, respectively, declining further to 5.6x and 3.9x by 2020. Fitch's forecast leverage metrics are solid for 'BB' IDR taking into account WYNN's more diversified market exposure after the project completions and the exceptional asset and brand quality of its asset portfolio. In the interim, leverage will be high (net leverage above 6x) and there is minimal cushion in the credit profile to absorb further operating deterioration or WYNN ramping up shareholder-friendly activity. Fitch will focus more on WYNN's net leverage as opposed to gross leverage through the development of Wynn Boston Harbor. Since first quarter 2015 (1Q15), WYNN maintained $1 billion or more cash at the parent level (a partly debt-funded distribution from Wynn Las Vegas helped establish the cash cushion). Parent cash was $1.2 billion as of March 31, 2016, an increase from $1 billion at March 31, 2015 with the increase coinciding with WYNN's reduction of its parent-level dividends by about $400 million per year in response to the weakness in Macau. Fitch recognizes the risk that WYNN may use the parent cash to ramp up shareholder-friendly initiatives but, nevertheless, expects cash at the parent level to remain high by historical standards (parent cash on average was around $500 million 2006-2014). Fitch's leverage forecasts assume modest increases in the parent level dividends, minimal debt repayment and $2.9 billion of cash at the parent level by year-end 2020. Absent better than expected operating performance, Fitch gaining greater clarity with respect to the utilization of cash will be key to maintaining WYNN's IDR at 'BB'. A prioritization of cash for debt reduction and/or as a liquidity buffer will be consistent with the 'BB' IDR. Conversely, cash depletion (or additional borrowing) related to share repurchases, special dividends or the company taking on large-scale projects could pressure the IDR. The affirmation also takes into account WYNN's history of taking bold measures to shore up its balance sheet. Besides WYNN's recent dividend cut, other notable actions include selling over $2 billion in equity through secondary offerings since its 2002 IPO, including two issuances during the bottom of the last recession, and passing on Singapore in order to focus on its developments in Macau and Las Vegas. DEVELOPMENT PIPELINE Fitch is positive on WYNN's existing development pipeline, which helps to support Fitch's affirmation of the 'BB' IDR. Once complete, the projects will provide for an operating mix more comparable to WYNN's global gaming peers including Genting Berhad ('A-' IDR), MGM Resorts ('BB' IDR), and Las Vegas Sands ('BBB-' IDR). Fitch's positive view on the development pipeline does not take into account Wynn Paradise Park, which is yet to be approved by WYNN's board. Wynn Boston Harbor will provide WYNN with diversification away from Macau and Las Vegas and a near monopoly in a gateway metropolitan area. Fitch estimates that Wynn Boston Harbor will make up 15% of WYNN's property EBITDA by 2019. It will be the closest casino to the city of Boston, five miles from the Logan International Airport, with the next-closest casinos about 40 miles south. Penn National's slots-only Plainridge Park Casino opened in 2015 and Mashpee Wampanoag Tribe's First Light Resort & Casino started construction in April 2016 and is backed by Genting Berhad. The First Light casino will benefit from a 15% gaming tax compared to WYNN's 25%, which will provide First Light with a cost advantage to market more aggressively to more distant and/or less valuable customers. Fitch's $315 million EBITDA forecast for Wynn Boston Harbor assumes Wynn's market share at 20%-60% in the counties closest to First Light and Plainridge and 85%-90% in counties west and north of Boston. Fitch's forecast does not give Wynn Boston Harbor any credit for international business that the casino could capture, considering the proximity to Logan and WYNN's global marketing outreach. Fitch believes that the $4.2 billion Wynn Palace will outperform other casino developments on Cotai. Fitch attributes $370 million of incremental EBITDA to Wynn Palace relative to the $100 million to $200 million Fitch attributes to competitors' Macau projects. Fitch's stronger confidence in Wynn Palace takes into account WYNN's ability to transfer underutilized resources to Cotai from Peninsula including approximately 50 tables and $100 million of annualized labor costs. Fitch also factors in Wynn Macau's relatively healthy mass market utilization statistics thoughout the recent downturn. Wynn Macau's RevPAR is only 7% lower relative to the peak level attained in 1H14 and remains high relative to other Macau operators at $307 as of 1Q16. Mass market win per table per day declined by 38% during this time, which is decent considering the number of mass table games at Wynn Macau increased by 28% and market-wide mass market revenues declined by about 30%. Fitch's forecast assumes that WYNN's Macau gaming revenue market share increases to about 13% by 2018 compared to 10% in 2010 and that Macau's market-wide gaming revenue will decline by 5% in 2016 and will grow 6% thereafter. Fitch's Macau forecast is conservative relative to WYNN's middle-case scenario estimate discussed at April's investor day of approximately $650 million in incremental EBITDA. CREDIT RISKS In April 2016, the company increased its share buyback authorization by $420 million to $1 billion and announced its Wynn Paradise Park concept. While no firm commitment exists for either initiative, both are viewed as potential sources of credit risk by Fitch. Absent stronger than expected operating performance in Las Vegas or Macau (most notably as it relates to the Wynn Palace opening), large-scale repurchases could put pressure on WYNN's IDR, since Fitch views WYNN's significant parent-level cash position as being a critical buttress for the 'BB' IDR. Buybacks would be a departure from using special dividends as an opportunistic method of returning value to shareholders. On their 1Q16 call, management said the purpose of the larger authorization was to increase flexibility to buy back stock if the company though it was 'grossly over-sold'. Wynn Paradise Park is an expansion of Wynn Las Vegas. The project is yet to be approved by Wynn's board but management stated that the cost could be around $1.5 billion. Wynn Paradise Park may include a 1,000-room hotel tower and a recreational lake built where the golf course currently stands. The company's management hopes to present the project at a July board meeting and no details were provided as to the financing or timing. WYNN proceeding with the project in the near term (i.e. 2016 or early 2017) would be viewed negatively by Fitch given the company's thin cushion in the credit profile relative to the 'BB' IDR to absorb another major project developed parallel with Wynn Boston Harbor. Further, Wynn Paradise Park's opening may coincide with 4,200 rooms potentially coming online across the street when Genting's Resorts World Las Vegas and Crown's Alon open around 2019 (no official opening time has been announced for either project). If WYNN proceeds with Wynn Paradise Park, Fitch will consider the project's timing, cost, and the return on investment (ROI) prospects before considering rating action. An older risk is Kazuo Okada's lawsuit against WYNN related to the 2012 redemption of Okada's shares. The par amount of the promissory note Okada received for his shares is $830 million below the market value of the redeemed shares. Related to the Okada suit, which remains in the discovery phase, the U.S. Department of Justice is looking into WYNN's donation to the University of Macau. Prior investigations into the donation matter by the Nevada Gaming Control Board and SEC were closed with no actions taken. IDRs LINKED Fitch links all of the IDRs within the WYNN corporate complex. The main rationale is that all of WYNN's assets are strategically critical to the company due to the cross-branding and marketing and that WYNN has the flexibility to move cash freely between the subsidiaries. Financial covenants at WYNN's subsidiaries do not materially restrict dividends. WYNN Las Vegas mortgage notes have a distribution basket that equals 100% EBITDA minus 1.4x interest expense, which roughly equals its FCF that will be used to help fund Wynn Boston Harbor. The mortgage notes will be callable early next year. In Macau, a leverage covenant governs dividends and Fitch estimates that WYNN is well within the relevant threshold. The tax WYNN pays on Macau gaming revenues is counted as a foreign tax credit in the U.S.; therefore, cash movement out of Macau is not a material tax event for WYNN. MARKET OUTLOOKS Fitch said, "We forecast negative 5% market-wide gaming revenue growth in Macau for 2016, which assumes modest sequential growth in the mass market and leaves room for continued but milder weakness in the VIP segment. We expect WYNN to consolidate market share in Macau with its Wynn Palace opening in 3Q16 and grow revenues at a faster pace than the market in 2016 and 2017. Past that, Fitch expects mid-single-digit growth in Macau led by China's rising middle class, the new capacity in Macau and infrastructure projects in and around Macau. "In Las Vegas we expect the growing convention business, increasing air capacity and lack of new room supply to drive RevPAR higher in the near term. Fitch beleives that Crown's and Genting's projects are long-term positives for WYNN as they would help to pull the center of gravity more north and away from Caesars and MGM properties that are clustered towards the south. However, these projects could place temporary pressure on WYNN's RevPAR as the market absorbs the new capacity." LAS VEGAS ISSUE SPECIFIC RATINGS Fitch rates Wynn Las Vegas' first mortgage notes (FMNs) due 2022 'BB+/RR2', a notch above Wynn Las Vegas' IDR and the senior unsecured notes. The one-notch uplift reflects the FMNs' springing lien, which kicks in if Wynn Las Vegas grants a lien to other debt at Wynn Las Vegas. The unsecured notes have a springing lien if the 2022 FMNs become secured or if Wynn Las Vegas grants a lien to other debt in an amount greater than 15% of assets. The FMNs, which carry a modest coupon but contain restrictive covenants, become callable at 102.688 in March 2017. If WYNN opts to call the FMNs, it can issue up to around $450 million of secured debt per its unsecured notes' lien basket. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for WYNN include: -- Las Vegas revenues grow about 1%-2% per year with margins staying at around 30%; -- Wynn Macau generating about $1.075 billion of EBITDA in 2017, which factors in about $580 million EBITDA at Wynn Palace and approximately 30% EBITDA decline at the Peninsula property; -- Approximately $320 million EBITDA at Wynn Boston Harbor in 2019; -- WYNN does not repurchase shares or develop Wynn Paradise Park. Regular parent level dividends start to increase by about $100 million per year starting in 2018 with excess cash being accumulated at the parent level. RATING SENSITIVITIES Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Gross and net leverage sustaining above 5x and 4x, respectively, following the opening of Wynn Boston Harbor; -- Depletion of parent-level cash driven by shareholder-friendly activity, which may include significant share buybacks, a sharp increase in dividends, or major equity contributions to fund new developments; -- WYNN moving forward with Wynn Paradise Park, with negative rating action parameters set around timing, cost, funding and a better clarity of the ROI prospects; -- Adverse resolution with respect to the Okada litigation; -- Worse than expected operating performance in Las Vegas or Macau with more acute sensitivity around the ramp-up of Wynn Palace. Positive rating action is unlikely in the near term given WYNN's high leverage but Fitch may consider an upgrade to 'BB+' as gross leverage starts to approach 4x and after net leverage sustains below 4x. Better than expected ramp up of Wynn Palace, a favorable resolution to the Okada dispute and WYNN publically articulating financial targets consistent with Fitch's upgrade thresholds could accelerate the upgrade. LIQUIDITY WYNN's liquidity is strong. The company has $2.1 billion of cash, of which Fitch estimates $200 million is used for cage-cash purposes. In addition, WYNN has $252 million of investment securities, mostly short-term corporate debt. Wynn Palace will open in July 2016 and thereafter Wynn Macau's cash flows ($600 million - $800 million annually) are free to be distributed to Wynn Resorts and the minority shareholders. In light of Wynn Boston Harbor's increased budget (now budgeted at $1.9 billion - $2.1 billion), Fitch estimates that the project will require some cash contributions from the parent company in addition to the $1.25 billion Wynn America credit facility and approximately $430 million in aggregate distributions from Wynn Las Vegas through 2018. Wynn Resorts, the parent, guarantees the completion of Wynn Boston Harbor and has $1.2 billion in cash as of March 31, 2016. There are no maturities until 2019 when Wynn America's $375 revolver matures and Wynn Macau term loan starts to amortize. In 2020, Wynn America's $875 term loan matures and the term loan amortization in Macau accelerates. Covenants are not a concern. Wynn America has a $200 million minimum EBITDA and 2.75x leverage test and there is ample cushion relative to Fitch's forecasts for Wynn Boston Harbor. Wynn Macau's credit facility has a leverage covenant, which is set at 5.5x for year-end 2016 and 5.25x for year-end 2017. Wynn Macau covenants exclude the unsecured notes issued by the Hong Kong-listed Wynn Macau, Ltd and Fitch expects the covenant ratio to remain below 4x throughout Fitch's projection horizon. FULL LIST OF RATING ACTIONS Wynn Resorts, Limited -- IDR affirmed at 'BB'; Outlook Stable. Wynn Las Vegas, LLC -- IDR affirmed at 'BB'; Outlook Stable; -- Senior secured first mortgage notes affirmed at 'BB+/RR2'; -- Senior unsecured notes affirmed at 'BB/RR4'. Wynn America, LLC -- IDR affirmed at 'BB'; Outlook Stable; -- Senior secured credit facility affirmed at 'BB+/RR2'. Wynn Resorts (Macau), SA -- IDR affirmed at 'BB'; Outlook Stable; -- Senior secured credit facility affirmed at 'BBB-/RR1'. Wynn Macau, Ltd -- IDR affirmed at 'BB'; Outlook Stable; -- Senior notes affirmed at 'BB/RR4'. YELLOW CAB: Exclusive Plan Solicitation Period Extended to Aug. 2 ----------------------------------------------------------------- Yellow Cab of Reno, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to extend to and including Aug. 2, 2016, the exclusive period for obtaining confirmation of Debtor's plan of reorganization from June 3, 2016. A hearing on the request is set for July 27, 2016, at 2:00 p.m. The Debtor received a 60-day extension of its exclusivity period, to and including April 4, 2016, and the plan was filed. The Debtor also received a corresponding extension of the time period to obtain confirmation of a proposed plan of reorganization to June 3, 2016. The Debtor says it is in need of further time because the Debtor is working to stabilize its operations and improve profitability. The Debtor is proceeding diligently in its efforts, and believes it will be able to formulate an acceptable plan of reorganization within the extension of time requested. Accordingly, the Debtor requires further time to prepare adequate information and formulate an amended plan of reorganization. Yellow Cab of Reno, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 15-51384) on Oct. 7, 2015. Alan R. Smith, Esq., at The Law Offices of Alan R. Smith serves as the Debtor's bankruptcy counsel. ZYNEX INC: Incurs $444,000 Net Loss in First Quarter ---------------------------------------------------- Zynex, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $444,000 on $3.47 million of net revenue for the three months ended March 31, 2016, compared to a net loss of $904,000 on $3.18 million of net revenue for the same period in 2015. As of March 31, 2016, Zynex had $4.19 million in total assets, $8.55 million in total liabilities and a total stockholders' deficit of $4.35 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/dS4MPH About Zynex Zynex, Inc. (OTCQB: ZYXI) specializes in the production and sale of non-invasive medical devices for pain management, stroke rehabilitation, neurodiagnostic equipment, cardiac and blood volume monitoring. The company maintains its headquarters in Lone Tree, Colorado. Zynex reported a net loss of $2.93 million on $11.64 million of net revenue for the year ended Dec. 31, 2015, compared to a net loss of $6.23 million on $11.11 million of net revenue for the year ended Dec. 31, 2014. GHP Horwath, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company incurred significant losses in 2015 and 2014, and has limited liquidity. In addition, the Company is in default of its secured line of credit and as a result, if its lender insists upon immediate repayment, the Company will be insolvent and may be forced to seek protection from its creditors. These factors raise substantial doubt about its ability to continue as a going concern. [*] S&P Lowers Ratings to D on 62 Classes From 42 RMBS Deals ------------------------------------------------------------ S&P Global Ratings, on May 19, 2016, lowered its ratings on 62 classes of mortgage pass-through certificates from 42 U.S. residential mortgage-backed securities (RMBS) transactions issued between 2002 and 2009 to 'D (sf)'. As a result of the write-down on class II-M-1 from Merrill Lynch Mortgage Investors Inc.'s series 2003-A2, whose rating was lowered to 'D (sf)' from 'B- (sf)', S&P placed its ratings on classes II-A-2, II-A-3, and II-A-4 from this transaction on CreditWatch negative while S&P determines whether the recent performance of the loans backing this transaction has affected the ratings. The downgrades reflect S&P's assessment of the principal write-downs' impact on the affected classes during recent remittance periods. All of the classes whose ratings were lowered to 'D (sf)' were rated either 'CCC (sf)' or 'CC (sf)' before the rating action, except for the above-mentioned class II-M-1, which was rated 'B- (sf)'. The 62 defaulted classes consist of: -- 25 from prime jumbo transactions (40.32%); -- 19 from Alternative-A transactions (30.64%); -- 11 from subprime transactions (17.74%); -- Four from negative amortization transactions; -- Two from a resecuritized real estate mortgage investment conduit transaction; and -- One from a Federal Housing Administration/Veterans Administration transaction. All of the transactions in this review receive credit enhancement from a combination of subordination, excess spread, and overcollateralization (where applicable). S&P will continue to monitor its ratings on securities that experience principal write-downs, and S&P will further adjust its ratings as it considers appropriate according to S&P's criteria. A list of the affected ratings is available at: http://bit.ly/20yPxcg [^] BOOK REVIEW: The Financial Giants In United States History -------------------------------------------------------------- Author: Meade Minnigerode Publisher: Beard Books Softcover: 260 pages List Price: $34.95 Order your personal copy today at http://is.gd/tJWvs2 The financial giants were Stephen Girard, John Jacob Astor, Jay Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk. The accomplishments of some have made them household names today. But all were active in the mid 1800s. This was a time when the United States, having freed itself from Great Britain only a few decades earlier, was gaining its stride as an independent nation. The country was expanding westward, starting to engage in significant international trade, and laying the foundations for becoming a major industrial power. Astor, Vanderbilt, Gould, and the others played major parts in all these areas. During the Civil War in the first half of the 1860s, some became leading suppliers of goods or financiers to the Federal government. Minnigerode's focus is the highlights of the life of each of the seven. Along with this, he identifies each one's prime characteristics contributing to his road to fortune and how his life turned out in the end. Not all of the men managed to keep and pass on the fortunes they amassed. They are seen a "financial giants" not only because they made fortunes in the early days of American business and industry, but also for their place in laying out the groundwork for American business enterprise, innovation, and leadership, and for the notoriety they had in their day. Minnigerode summarizes the style or achievement of each man in a single word or short phrase. Stephan Girard is "The Merchant Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of the Street" summarizes Daniel Drew"; with "The Wizard of Wall Street" summarizing Jay Gould. Jim Fisk is "The Mountebank." Jay Cooke, "The Tycoon," was to be "known throughout the country for his astonishingly successful handling of the great Federal loans which financed the Civil War." After the War, one of the leaders of the Confederacy remarked that the South was really defeated in the Federal Treasury Department thus, even on the enemy side, giving recognition to Cooke's invaluable work of enabling the Federal government to meet the huge costs of the War. After the War, having earned the reputation as "the foremost financier in the country," Cooke became involved in many large financial ventures, including the building of a railroad to link the East and West coasts of America. In this railroad venture, however, Cooke and his banking firm made a fatal misstep in investing in the Northern Pacific railway. The Northern Pacific turned out to be a house of cards. When Cooke's firm was unable to meet interest payments it owed because of money it had put into the Northern Pacific, the firm went bankrupt; and this caused alarm in the stock market and financial circles. The roads to wealth of the "financial giants" were not smooth. Like others amassing great wealth, they had to take risks. The tales Minnigerode tells are not only instructive on how individuals have historically made fortunes in business and the characteristics they had for this, but are also cautionary tales on the contingency of great wealth in some circumstances. Jim Fisk, for instance, a larger-than life character "jovial and quick witted [who was also] a swindler and a bandit, a destroyer of law and an apostle of fraud," was presumably killed by a former business partner. Unlike Cooke and Fisk, Cornelius Vanderbilt and John Jacob Astor built fortunes that lasted generations. Vanderbilt - nicknamed Commodore - starting in the New York City area, built ships and established domestic and international merchant and passenger lines. With the government coming to depend on these with the rapid growth of commerce of the period and the Civil War for a time, Vanderbilt practically had monopolistic control of private shipping in the U.S. Astor made his fortune by developing trade and other business in the upper Midwest, which was at the time the sparsely-populated frontier of America, rich in natural resources and other potential with the Great Lakes and regional rivers as a means for transportation. Although the social and business conditions in the early and mid 1800s when the U.S. was in the early stages of its development were unique to that period, by concentrating on the characteristics, personalities, strategies, and activities of the seven outstanding businessmen of this period, Minnigerode highlights business traits and acumen that are timeless. His sharply-focused, short biographies are colorful and memorable. This author has written many other books and worked in the military and government. ********* 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 ***