/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160628.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 28, 2016, Vol. 20, No. 180 Headlines ABENGOA BIOENERGY: Aug 22 Auction for Maple, Ravenna, York Assets ABENGOA BIOENERGY: Court OKs Modified KEIP, 2016 Incentive Plan ABENGOA BIOENERGY: Has Until Sept. 21 to Assume or Reject Leases ABENGOA BIOENERGY: Maple Debtors Has Interim Access to $6.5MM Loan ADELPHIA COMMS: 2nd Circ. Affirms Judgment vs. Recovery Trust ALEXZA PHARMACEUTICALS: Hikes Parent Promissory Note to $7.3M ALEXZA PHARMACEUTICALS: Holders OK Cancellation of Notes AMCAD HOLDINGS: Trustee's Suit vs. Managers, Officers Dismissed AMERICAN EAGLE: Can Pay Incentive Bonuses to Key Employees AMERICAN MADE TIRES: S. Georgilis' Suit vs. CFCU Remanded ASTORIA ENERGY: S&P Affirms BB Project Finance Rating, Outlook Neg B&L EQUIPMENT: Hires PPL Group as Auctioneer BAYTEX CREDIT: Unsecureds to Receive Promissory Note, Newco Stock BELK INC: Bank Debt Trades at 19% Off BH SUTTON: Wants Exclusive Plan Filing Period Extended to Oct. 25 BONNIE & CLYDES: U.S. Trustee Unable to Appoint Committee BRIDGE CORNER: Case Summary & 2 Unsecured Creditors CARNEGIE EMS: Wants Plan Filing Period Extended to Oct. 21 CEC ENTERTAINMENT: Bank Debt Trades at 3% Off CENVEO INC: Moody's Raises Corporate Family Rating to Caa1 CHESAPEAKE ENERGY: S&P Hikes CCR to CCC on Sr. Unsec. Note Exchange CLASSIC COMMUNITIES: Creditors' Panel Hires Cole Schotz as Counsel COLUCCI TILE: U.S. Trustee Unable to Appoint Committee CONDADO RESTAURANT: Wants Plan Filing Extended to Aug. 23 CONTROL COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors COUSINS INT'L: Aquinos' Claims Not Discharged in Ch. 11 Proceeding COWBOYS FAR: Case Summary & 6 Unsecured Creditors CYRUS WAY HOLDINGS: Case Summary & Unsecured Creditor DAWSON INTERNATIONAL: Files Schedules of Assets and Liabilities DEE'S FOODSERVICE: Case Summary & 20 Largest Unsecured Creditors DEPAUL INDUSTRIES: U.S. Trustee Forms 5-Member Committee DIOCESE OF DULUTH: Crown Wing County Tracts Sale for $120K Approved DOUGLAS DYNAMICS: Moody's Affirms B1 CFR, Outlook Remains Stable DOUGLAS DYNAMICS: S&P Affirms 'BB-' Rating on Sr. Sec. Term Loan ENERGY FUTURE: Court Approves $55-Mil. Severance Pay Cap ENERGY FUTURE: Wants Removal Period Extended by 6 Months ESSAR STEEL: Seeks Court Approval of KPS Asset Purchase Agreement FANNIE MAE & FREDDIE MAC: Updated Third Amendment Litigation Chart FANNIE MAE: New Lawsuit Challenging Third Amendment in D.D.C. FILMED ENTERTAINMENT: Plan Solicitation Period Extended to July 6 FIRST DATA: Viking Global No Longer a Shareholder as of June 23 FLEETCOR TECHNOLOGIES: Moody's Raises CFR to Ba2, Outlook Stable FORTESCUE METALS: Bank Debt Trades at 5% Off GATES GROUP: Bank Debt Trades at 5% Off GAWKER MEDIA: U.S. Trustee Forms 3-Member Committee GENESYS RESEARCH: Court Upholds Steward Health Settlement Approval GLYECO INC: Completes Acquisition of Brian's On-Site Recycling GO YE VILLAGE: Wants Plan Filing Deadline Moved to Sept. 26 GRANT ROGERS: Court Denies Approval of Disclosure Statement HAGGEN HOLDINGS: Exclusive Plan Filing Deadline Moved to Aug. 5 HAWAIIAN HOLDINGS: S&P Raises CCR to 'BB-', Outlook Stable HORSEHEAD HOLDING: Bondholders Want Cap on Equity Panel Legal Cost HORSEHEAD HOLDING: Says Equity Panel's Expenses May Cause Default HORSEHEAD HOLDING: Shareholders Defend Hirings, Legal Cost INDIANTOWN COGENERATION: Moody's Affirms Ba1 Rating on Sub. Bonds INFORMATICA CORP: Bank Debt Trades at 2% Off ION WORLDWIDE: Case Summary & 20 Largest Unsecured Creditors J. CREW: Bank Debt Trades at 28% Off JFT PROPERTIES: U.S. Trustee Unable to Appoint Committee JOHN Q. HAMMONS: Files Voluntary Chapter 11 Bankruptcy Petition JOHN Q. HAMMONS: Voluntary Chapter 11 Case Summary JOY-KAY INC: Wants Exclusive Plan Filing Deadline Moved to Oct. 30 K&K ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors LEWIS HEALTH: Exclusive Plan Filing Period Extended to Sept. 26 LINC USA GP: Bid to Pay Wages, Hire KCC Challenged MALIBU LIGHTING: Exclusive Plan Filing Period Extended to Sept. 6 MARCLAY EMS: U.S. Trustee Unable to Appoint Committee MARINA BIOTECH: Demands $2-Mil. Milestone Payment from Retrophin MARION AVENUE: Exclusive Plan Filing Deadline Moved to July 27 MC FLATBED: Has Until July 11 to Solicit Acceptance of Plan MCK MILLENIUM: Wants Plan Filing Deadline Moved to Oct. 21 MERIDIAN MEDICAL SYSTEMS: Court Junks Carr, et al.'s Appeal MID-STATES SUPPLY: Exclusive Plan Filing Deadline Moved to Sept. 6 MIRARCHI BROTHERS: Hires Citrin Cooperman as Accountant MO'TREES LLC: U.S. Trustee Unable to Appoint Committee MURPHY OIL: Fitch Affirms 'BB+' IDR, Outlook Revised to Negative NATIONAL BANK OF ANGUILLA: Files for Ch. 11 Bankruptcy Protection NATIONAL BANK OF ANGUILLA: Seeks to Shield Client Names in Ch. 11 NEIMAN MARCUS: Bank Debt Trades at 10% Off NEWLEAD HOLDINGS: Time Charter for MT Newlead Granadino Extended NORTHWEST PEDIATRIC: Wants Plan Filing Deadline Moved to Oct. 5 OLD TAMPA BAY: U.S. Trustee Unable to Appoint Committee PACIFIC SUNWEAR: Court Certifies PAGA Claimants' Class Suit PATRIOT FLOORING: Case Summary & 2 Unsecured Creditors PORTER BANCORP: 2006 Stock Plan Merged with 2016 Equity Plan POSITIVEID CORP: Closes $143,000 SPA with Crossover Capital QVL PHARMACY: Unsecureds May Recoup Up to 28% Under Plan REPUBLIC AIRWAYS: Court Sets July 22 as General Claims Bar Date RESIDENTIAL CAPITAL: Trust Reaches Settlements with Lenders RIVERSIDE GENERAL: U.S. Trustee Unable to Appoint Committee ROBERT SPENLINHAUER: Must File Amended Opening Brief by June 27 ROSETTA GENOMICS: Annual General Meeting Set for August 1 RUSSELL P. LEBKUECHER: BofA Files Sale-Based Plan RYCKMAN CREEK: Exclusive Plan Filing Deadline Moved to Aug. 30 SA CAMINO BANDERA: Unsecureds to Get 100% Under Liquidating Plan SALON MEDIA: Incurs $2 Million Net Loss in Fiscal 2016 SERENA SOFTWARE: S&P Raises CCR to 'BB-', Off CreditWatch SEVENTY SEVEN ENERGY: Court OKs Restructuring Support Agreement SEVENTY SEVEN: July 13 Hearing on Prepack Plan, Disclosures SOUTHERN SEASON ACQUISITION: Voluntary Chapter 11 Case Summary SOUTHERN SEASON: Case Summary & 20 Largest Unsecured Creditors SPECTRUM BRANDS: S&P Raises CCR to 'BB-', Outlook Stable SPORTS AUTHORITY: Exclusive Plan Filing Deadline Moved to Sept. 28 ST. JUDE NURSING: Must File Amended Disclosure Statement SUN PRODUCTS: Moody's Puts B3 CFR on Review for Upgrade SUN PRODUCTS: S&P Puts 'B' CCR on CreditWatch Positive SUNEDISON INC: Ahmad Chatila Resigns as CEO SUNEDISON INC: Appoints John Dubel as Chief Executive Officer SUSANNA SHAW: Disclosures Approved; July 15 Plan Hearing Set SUTHERLAND HOLDINGS: U.S. Trustee Unable to Appoint Committee SWIFT ENERGY: No Mediation for "Morris" Appeal TA CHUAN: U.S. Trustee Unable to Appoint Committee TCR III INC: Objects to Secured Lenders' Chapter 11 Plan THOMAS GOLDSTEIN: To Pay Unsecureds 100% in 4 Yrs, Plus Interest TIBCO SOFTWARE: Bank Debt Trades at 8% Off TIRES R US: Georgilis' Contempt Bid vs. Vehifax Denied TK SERVICES: Plan Violates Absolute Priority Rule, Panel Says TLB CONTRACTING: Case Summary & 20 Largest Unsecured Creditors TOWNRIDGE INC: Case Summary & 20 Largest Unsecured Creditors TRINQUILITY CORP: Case Summary & 4 Unsecured Creditors TRONOX INC: Bank Debt Trades at 4% Off TXU CORP: Bank Debt Trades at 66% Off VALEANT PHARMACEUTICALS: Bank Debt Trades at 2% Off VENOCO INC: Wants Exclusive Plan Filing Deadline Moved to Sept. 16 VUZIX CORP: Stockholders Elect Five Directors WARREN RESOURCES: Hires Andrews Kurth as Counsel WARREN RESOURCES: Hires Epiq as Claims and Noticing Agent WARREN RESOURCES: Hires Jefferies as Investment Banker WATERFORD FUNDING: Execution Writs, Levies vs John Stone Recalled WATERPROOFING UNLIMITED: U.S. Trustee Unable to Appoint Committee WESTERN INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors Y&K SUN: U.S. Trustee Unable to Appoint Committee ********* ABENGOA BIOENERGY: Aug 22 Auction for Maple, Ravenna, York Assets ----------------------------------------------------------------- Abengoa Bioenergy US Holding, LLC, and its debtor affiliates, sought and obtained approval from the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, of the bidding procedures governing the sale of one or more of the assets of the Bioenergy Debtors. The Bioenergy Debtors have determined that maximizing the value of the Bioenergy Debtors' estates is best accomplished through the sale, free and clear of liabilities, of one or more of the Debtors' assets. To that end, the Bioenergy Debtors entered into the following asset purchase agreements all dated June 10, 2016: (a) Between Abengoa Bioenergy of Illinois, LLC, and Abengoa Bioenergy of Indiana, LLC, on the one hand, and Maize Acquisition Sub LLC, on the other hand, for the Maple Assets in an amount no less than $200 million. (b) Between Abengoa Bioenergy of Nebraska, LLC, and KE Holdings, LLC, for the Ravenna Assets in an amount no less than $115 million. (c) Between Abengoa Bioenergy Company, LLC, and BioUrja Trading, LLC, for the York Assets in an amount no less than $45 million. Under the Stalking Horse Agreements, the Stalking Horse Purchasers have agreed to purchase the Purchased Assets at the prices specified in each respective agreement. The Stalking Horse Purchasers, in making their offers, have relied upon the agreement by the Debtors to seek the Court's approval of reimbursement of each Stalking Horse Purchaser's reasonable fees, costs, disbursements, and expenses incurred in connection with the transactions contemplated by the Stalking Horse Agreements through the date of termination, subject to a cap for each Stalking Horse Purchaser of $500,000 and an aggregate fee of 2.5% of the cash purchase price attributable to the property, plant and equipment of the Purchased Assets. The Debtors, in the exercise of their business judgment, believe that the Stalking Horse Protections are a necessary inducement for the Stalking Horse Purchasers, and thus, are necessary to establish a "floor" for the sale of the Purchased Assets and ultimately to encourage competitive bidding and realization of the highest value for the Purchased Assets. The Debtor established the following deadlines: Assumption/Assignment and Cure Objection Deadline: August 11, 2016 Sale Objection Deadline: August 18, 2016 Bid Deadline: August 18, 2016 Auction: August 22, 2016 Sale Hearing: August 25, 2016 The Official Committee of Unsecured Creditors tells the Court that although it supports the sale process and does not generaly object to the bid procedures as the Debtors have accepted most of the changes requiested by the Committee; the Committee says it has not had sufficient time to review the Stalking Horse Agreements. The Committee highlights one concern of the Stalking Horse Agreement, particularly since the Committee has not been provided with any analysis on the value of the causes of action and claims being transferred by the Debtors, nor have the Debtors shown that the Stalking Horse Purchasers are providing value for these causes of action and claims. Moreover, because of the complexity and importance of the intercompany relationships and the financial guarantees and accomodations, the Committee is extremely concerned about any accidental sale or transfer of these critical rights. Hence, the Committee asks the Court that the Order be clear on the issue because without this information, the Committee cannot fully support the Sale Motion. Counsel to the Bioenergy Debtors and Bioenergy Debtors in Possession: Richard W. Engel, Jr., Esq. Susan K. Ehlers, Esq. Erin M. Edelman, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Blvd., Suite 1800 St. Louis, Missouri 63105 Telephone: (314) 621-5070 Facsimile: (314) 621-5065 Email: rengel@armstrongteasdale.com sehlers@armstrongteasdale.com eedelman@armstrongteasdale.com -- and -- Richard A. Chesley, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 Email: richard.chesley@dlapiper.com -- and -- R. Craig Martin, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@dlapiper.com Local Counsel for the Official Committee of Unsecured Creditors: Mark V. Bossi, Esq. THOMPSON COBURN LLP One US Bank Plaza St. Louis, MO 63101 Telephone: (314) 552-6000 Facsimile: (314) 552-7000 Email: mbossi@thompsoncoburn.com Counsel for the Official Committee of Unsecured Creditors: Christopher R. Donoho, III, Esq. Ronald J. Silverman, Esq. M. Shane Johnson, Esq. Raphaella Ricciardi, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Telephone: (212) 918-3000 Email: chris.donoho@hoganlovells.com ronald.silvermanhoganlovells.com shane.j olmsonhoganlovells.com raphaella.ricciardihoganlovells.com About Abengoa Bioenergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ABENGOA BIOENERGY: Court OKs Modified KEIP, 2016 Incentive Plan --------------------------------------------------------------- Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, approved the modified key employee incentive plan and 2016 incentive and severance plan proposed by Abengoa Bioenergy US Holding, LLC, and certain of its affiliated entities. The Order authorizes the Debtors to implement the KEIP with the following modifications: (a) The KEIP will only apply to the Debtors plants at Ravenna, York, Maple (Indiana) and Maple (Illinois). (b) The KEIP will be in lieu of all existing bonus and severance programs of the Debtors as they apply to the KEIP Participants, provided, however, that nothing contained in the Order will limit the rights of any KEIP Participant to severance under applicable Spanish law against any entity other than the Debtors. (c) The total KEIP payment will be $1,370,000 upon the consummation of Sale Transactions with Total Consideration of $300 million, plus (A) 3.0% of Total Consideration in excess of $300 million up to $350 million; plus (B) 3.5% of Total Consideration in excess of $350 million up to $400 million; plus (C) $130,000 if gross proceeds equal or exceed $400 million. (d) The Debtors will allocate payments under the KEIP pursuant to the Total Consideration received by each Debtor under the terms of their Sale Transaction. (e) No additional incremental payout for Total Consideration in excess of $400 million. (f) The KEIP payments will be deemed earned upon the closing of the sale of the last of the Four Plants, and the KEIP payments shall be paid (A) 66.7% upon the closing of the sale of the last of the Four Plants and (B) 33.3% upon the approval by the Court of the a disclosure statement for a plan under section 1125 of the Bankruptcy Code. (g) For the purposes of the KEIP payments, Total Consideration will be limited to the Cash consideration paid for the Purchased Assets, exclusive of any adjustments. By way of example, as of the June 12, 2016, the Cash consideration for the Purchased Assets is as follows: Maple - $200,000,000; Ravenna - $115,000,000; and York - $35,000,000. (h) The KEIP payments will be allocated as follows: Chief Executive Officer: 16.25% Executive Vice President of Product and Business Development: 16.25% Executive Vice President of Global Affairs: 11.55% Chief Financial Officer: 6.32% Executive Vice President of USA Operations: 9.57% Executive Vice President of Operational Trading: 9.03% Vice President Abengoa Bioenergy Trading US: 7.94% General Counsel: 7.04% Controller US: 3.97% Human Resources Manager: 3.61% Controller: 3.97% The Debtors are also authorized to implement the 2016 Incentive and Severance Plan with the following modifications: (a) Employees under the 2016 Incentive and Severance Plan shall only be entitled to receive either a bonus (if earned) or severance. (b) The Debtors will allocate the costs of any amounts paid under the 2016 Incentive and Severance Plan based upon the actual employment of the respective employees and historic cost-sharing practices. (c) If an employee is offered a position with the purchaser of the Debtors’ assets with comparable compensation, and does not accept such employment, the employee shall not be entitled to receive severance under the 2016 Incentive and Severance Plan. (d) All bonuses payable under the 2016 Incentive and Severance Plan shall be earned effective December 31, 2016, and shall be paid by a purchaser of the Debtors' assets in the event that the 2016 Incentive and Severance Plan is assumed by that purchaser. About Abengoa Bioenergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ABENGOA BIOENERGY: Has Until Sept. 21 to Assume or Reject Leases ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, grants Abengoa Bioenergy US Holding, LLC, and its affiliated debtors extension of time within which the Debtors must assume or reject unexpired leases. The Troubled Company Reporter has previously reported that the Debtors have asked the Court to extend the period within which they may assume or reject unexpired leases of nonresidential real property through Sept. 21, 2016. Sachs Properties, Inc., agent for Central Park Square Inc., the Lessor of the Abengoa Bioenergy Corporation's headquarters located in Chesterfield, Missouri, says it neither concedes the Debtors' right to seek further extensions, nor intends to waive its right to withhold consent. Attorneys for Sachs Properties Inc. as agent for Central Park Square Inc.: Steven Goldstein, Esq. GOLDSTEIN & PRESSMAN, P.C. 10326 Old Olive Street Road St. Louis, MO 63141-5922 Telephone: (314) 727-1717 Facsimile: (314) 727-1447 Email: sg@goldsteinpressman.com About Abengoa Bioenergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ABENGOA BIOENERGY: Maple Debtors Has Interim Access to $6.5MM Loan ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, entered an interim order authorizing Abengoa Bioenergy Meramec Renewable, LLC, Abengoa Bioenergy Funding, LLC, Abengoa Bioenergy Maple, LLC, Abengoa Bioenergy of Indiana, LLC, Abengoa Bioenergy of Illinois, LLC, and Abengoa Bioenergy Operations, LLC, (collectively, the "Maple Debtors") to borrow up to an aggregate principal or face amount not to exceed $6,500,000, under a postpetition secured financing arrangement with Deutsche Bank Trust Company Americas, as administrative and collateral agent agent and the financial institutions that are lenders under the DIP Loan from time to time. The Debtors stated that they need immediate access to postpetition financing and the use of Cash Collateral to prevent irreparable harm to the Maple Debtors' estates, enhance the DIP Credit Parties' liquidity, maintain operations of the Plants, and provide necessary working capital during the pendency of these Chapter 11 Cases until the proposed sale transaction can be consummated. The Maple Debtors determined that the use of Cash Collateral alone, without the DIP Facility, would not provide sufficient liquidity for the DIP Credit Parties to achieve these goals. The Maple Debtors must obtain authorization to incur the DIP Obligations in order to avoid imminent irreparable harm. The DIP Financing, provides, inter alia, for following essential terms: A. DIP Loan Amount/Commitment: An aggregate amount of up to $10,000,000 B. Maturity: The DIP Loans will be repaid in full, and the Commitment will terminate on the earliest to occur of (a) September 30, 2016, (b) 45 days after the entry of the Interim DIP Order, unless the Bankruptcy Court enters the Final DIP Order approving the DIP Facility in form and substance satisfactory to the Required Lenders on or before such date, (c) the date the Bankruptcy Court orders a conversion of the Maple Debtors' Chapter 11 cases to a Chapter 7 liquidation or the dismissal of the Chapter 11 cases, (d) the date of the acceleration of the DIP Loans and the termination of the Commitment in accordance the DIP Facility, and (e) the closing of the Transaction. C. Interest Rates and Fees: The DIP Loan interest rates and fees will be as follows: (a) Upfront Fee: The Borrower will pay the DIP Agent for the ratable benefit of the DIP Lenders a fee equal to 2% of the Commitment, which fee will be fully earned as, and payable on the DIP Closing Date; (b) Commitment Fee: A commitment fee will accrue on the unused amount of the Commitments from and after the date of entry of the Final Order at a rate per annum equal to 0.50% and be payable monthly in arrears and upon termination of the Commitments; (c) Cash Interest: The Borrower will pay the DIP Agent cash interest at the per annum rate of [LIBO Rate plus 10%] on the aggregate outstanding principal amount under the DIP Facility. This interest will be payable monthly; (d) Default Interest Rate: During the occurrence and continuance of an Event of Default, the outstanding obligations will bear interest at an additional 2.0% per annum above the interest rate otherwise applicable; and (e) Prepayment Fee: The DIP Loans may be permanently prepaid in full by the Borrower at any time subject to payment of a prepayment fee of one percent (1%) of the full amount of the DIP Loan. D. Collateral Security and Priority: The DIP Secured Parties will be granted the following: (a) joint and several superpriority administrative expense claim status, (b) first priority senior security interest in and lien upon all unencumbered property of the Maple Debtors, (c) second priority senior security interest in and lien upon all encumbered property of the Maple Debtors, (d) first priority lien on cash in the Collateral Account, and (e) first priority senior security interest in and lien upon the DIP Collateral. The Official Committee of Unsecured Creditors does not object to DIP financing that is necessary, reasonable and adequate to fund the operational and reorganization efforts of the Maple Debtors in these cases, however, the Committee has raised following concerns of the proposed DIP Loan that must be corrected: (a) The DIP Loan provisions regarding adequate protection must be clarified -- limited to the aggregate diminution of the value of prepetition collateral. (b) The DIP Loan should not grant liens or superpriority claims on avoidance actions or any proceeds thereof. (c) The DIP Loan default provisions should be liberalized -- the event of default trigerred by stay in excess of $1 million of assets is inappropriate. This threshold amount should be raised to at least $2,000,000 to avoid creating a hair-trigger under the DIP Facility. (d) The DIP Loan release provisions should permit customary challenges to be brought by the Committee. A full-text copy of the DIP Motion dated June 12, 2016, with Budget is available at https://is.gd/2v3xjm A full-text copy of the Interm DIP Order dated June 15, 2016, with Budget is available at https://is.gd/j2I60s Proposed Counsel to the Maple Debtors: Richard W. Engel, Jr., Esq. Susan K. Ehlers, Esq. Erin M. Edelman, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Blvd., Suite 1800 St. Louis, Missouri 63105 Telephone: (314) 621-5070 Facsimile: (314) 621-5065 Email: rengel@armstrongteasdale.com sehlers@armstrongteasdale.com eedelman@armstrongteasdale.com -- and -- Richard A. Chesley, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 Email: richard.chesley@dlapiper.com -- and -- R. Craig Martin, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@dlapiper.com Local Counsel for the Official Committee of Unsecured Creditors: Mark V. Bossi, Esq. THOMPSON COBURN LLP One US Bank Plaza St. Louis, MO 63101 Telephone: (314) 552-6000 Facsimile: (314) 552-7000 Email: mbossi@thompsoncoburn.com Counsel for the Official Committee of Unsecured Creditors: Christopher R. Donoho, III, Esq. Ronald J. Silverman, Esq. M. Shane Johnson, Esq. Raphaella Ricciardi, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Telephone: (212) 918-3000 Email: chris.donoho@hoganlovells.com ronald.silvermanhoganlovells.com shane.j olmsonhoganlovells.com raphaella.ricciardihoganlovells.com About Abengoa Bioenergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ADELPHIA COMMS: 2nd Circ. Affirms Judgment vs. Recovery Trust ------------------------------------------------------------- In the case captioned ADELPHIA RECOVERY TRUST, Plaintiff-Appellant, ADELPHIA COMMUNICATIONS CORP., OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF ADELPHIA COMMUNICATIONS CORP., ADELPHIA CABLEVISION, L.L.C., Plaintiffs, v. FPL GROUP, INC., WEST BOCA SECURITY, INC., Defendants-Appellees, No. 15-1015-bk (2nd Cir.), relating to IN RE: ADELPHIA COMMUNICATIONS CORP., Debtor, the United States Court of Appeals for the Second Circuit affirmed the judgment of the district court as to all of Adelphia Recovery Trust's arguments holding that these arguments are without merit. This dispute arises out of the Chapter 11 reorganization of Adelphia Communications Corp., formerly one of the largest cable companies in the United States, and 232 of its affiliates. Plaintiff-Appellant Adelphia Recovery Trust, successor to Adelphia's rights, seeks to recover as a fraudulent transfer some $150 million paid by Adelphia to defendants-appellees FPL Group, Inc. and West Boca Security, Inc. for the repurchase of Adelphia's own stock. A full-text copy of the Summary Order dated June 15, 2016 is available at https://is.gd/ckCksl from Leagle.com. DAVID M. FRIEDMAN, Esq. -- dfriedman@kasowitz.com, Michael C. Harwood (on the brief), Esq. -- mharwood@kasowitz.com -- Kasowitz, Benson, Torres & Friedman LLP, New York, New York, for Plaintiff-Appellant. GEORGE A. ZIMMERMAN, Esq. -- george.zimmerman@skadden.com, Jonathan L. Frank (on the brief), Esq. -- jonathan.frank@skadden.com -- Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, for Defendants-Appellees. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation was once the fifth-biggest cable company. Adelphia served customers in 30 states and Puerto Rico, and offered analog and digital video services, Internet access and other advanced services over its broadband networks. Adelphia collapsed in 2002 after disclosing that founder John Rigas and his family owed $2.3 billion in off-balance-sheet debt on bank loans taken jointly with the company. Mr. Rigas was sentenced to 12 years in prison, while son Timothy 15 years. Adelphia Communications and its more than 200 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on June 25, 2002. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas-Managed Entities, were entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31, 2006. Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. The Plan became effective on Feb. 13, 2007. The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed pursuant to the Plan. The Trust holds certain litigation claims transferred pursuant to the Plan against various third parties and exists to prosecute the causes of action transferred to it for the benefit of holders of Trust interests. Lawyers at Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the Adelphia Recovery Trust. ALEXZA PHARMACEUTICALS: Hikes Parent Promissory Note to $7.3M ------------------------------------------------------------- Alexza Pharmaceuticals, Inc., a wholly owned indirect subsidiary of Grupo Ferrer Internacional, S.A., a Spanish sociedad anonima ("Parent"), amended that certain amended and restated promissory note issued to Parent on Sept. 28, 2015, as amended and restated on May 9, 2016, to, increase the maximum principal amount of the Note to $7.3 million. As of June 24, 2016, the outstanding principal amount of the Note was $7.3 million. About Alexza Pharmaceuticals Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.3 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Alexza had $10.6 million in total assets, $84.9 million in total liabilities and a total stockholders' deficit of $74.3 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALEXZA PHARMACEUTICALS: Holders OK Cancellation of Notes -------------------------------------------------------- As previously reported on Alexza Pharmaceuticals, Inc.'s Current Report on Form 8-K filed with the Securities Exchange Commission on May 10, 2016, the Company previously entered into that certain Forbearance and Waiver Agreement, dated as of May 9, 2016, with Atlas U.S. Royalty, LLC, a wholly owned subsidiary of the Company, Ferrer Pharma Inc., a Delaware corporation which was subsequently merged with and into the Company with the Company as the surviving entity, the holders of those certain warrants originally issued by the Company on March 18, 2014, and the holders of those certain notes in the aggregate principal amount of $45,000,000 previously issued by Atlas on March 18, 2014. Pursuant to the terms of the Second Forbearance Agreement, the holders of the Notes agreed to the cancellation of the Notes and the discharge of the Indenture in connection with the consummation of the Purchaser's cash tender offer to acquire all of the shares of the Company's common stock (excluding any shares of the Company's common stock owned, directly or indirectly, by Parent). As previously reported on the Company's Current Report on Form 8-K filed with the SEC on June 21, 2016, the Offer was consummated on June 21, 2016, and on that date, pursuant to the terms of the Second Forbearance Agreement, the Indenture and Notes were each cancelled in their entirety. About Alexza Pharmaceuticals Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.3 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Alexza had $10.6 million in total assets, $84.9 million in total liabilities and a total stockholders' deficit of $74.3 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AMCAD HOLDINGS: Trustee's Suit vs. Managers, Officers Dismissed --------------------------------------------------------------- Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware granted the motions to dismiss the adversary case captioned GAVIN SOLMONESE, LLC, Plaintiff, v. VISAGAR M. SHYAMSUNDAR, RICHARD P. LOWRY, EDWARD B. BERKOWITZ, SHAHAN ZAFAR, IAN BLASCO, JEFF STONE, AARON PURCELL, and DAVID WEISS, Defendants, Adversary No. 15-51979 (MFW) (Bankr. D. Del.). Before the Court are three motions to dismiss this adversary proceeding commenced by Trustee Gavin Solmonese which asserts claims for breach of fiduciary duty, preferential transfers, and claim disallowance. The first motion was filed by Manager Defendants Richard Lowry, Shahan Zafar, Ian Blasco, Jeff Stone, Aaron Purcell, and David Weiss. Officer Defendants Visagar Shyamsundar and Edward Berkowitz filed separate motions. The Trustee asserts five counts: Counts I-III assert breach of fiduciary duty claims against the Manager Defendants and the Officer Defendants; Count IV asserts a preference action against the Officer Defendants; and Count V seeks claim disallowance under section 550. The bankruptcy case is IN RE: AMCAD HOLDINGS, LLC, et al., Chapter 11, Debtors, Case No. 14-12168 (MFW) Jointly Administered (Bankr. D. Del.). A full-text copy of the Memorandum Opinion dated June 14, 2016 is available at https://is.gd/qvdJkj from Leagle.com. Gavin Solmonese, LLC, Plaintiff, is represented by M. Colette Gibbons, Esq. -- colette.gibbons@icemiller.com -- Ice Miller LLP, Robert M. Stefancin, Esq. -- robert.stefancin@icemiller.com -- Ice Miller LLP, Jeffrey R. Waxman, Esq. -- jwaxman@morrisjames.com -- Morris James LLP. Visagar M. Shyamsundar, Defendant, is represented by John T. Carroll, III, Cozen O'Connor. Richard P. Lowry, Defendant, is represented by David William Giattino, Esq. -- dgiattino@coleschotz.com -- Cole Schotz P.C.. Edward B. Berkowitz, Defendant, represented by Michael Joseph Joyce, Esq. -- mjoyce@crosslaw.com -- Cross & Simon, LLC. AMERICAN EAGLE: Can Pay Incentive Bonuses to Key Employees ---------------------------------------------------------- Judge Howard R. Tallman of the United States Bankruptcy Court for the District of Colorado authorized American Eagle Energy Corporation to implement an Incentive Bonus Plan to pay certain employees for their continued work at the company. Judge Tallman approved the bonus plan despite the U.S. Trustee's objection, complaining the plan was a disguised, prohibited retention plan. Power Crude Transport Inc., and Power Energy Partners, LP, who assert first priority lien interests in American Eagle's assets, joined the objection. In order to resolve the U.S. Trustee's objection, the Debtor, the U.S. Trustee and the Power Entities agreed that all employees, except Marty Beskow, American Eagle's VP of Marketing and Strategy, CFO, and Treasurer, and Laura Peterson, in-house counsel and secretary, could be paid under the Plan. The U.S. Trustee and Power still objected to Mr. Beskow's proposed $60,000 bonus and Ms. Peterson's $7,500 bonus represent payments that violate the prohibition in Section 503(c)(1) of the Bankruptcy Code against insider employee retention plans, or KERPs. American Eagle argued that the bonus payments are not part of a retention plan, but instead are owed as part of a key employee incentive plan, or KEIP. However, the U.S. Trustee and Power responded that the Plan only set easily attainable financial and cash position milestones, and therefore provided little need or incentive to perform since Beskow and Peterson could easily reach such goals. Judge Tallman granted American Eagle's motion and authorized American Eagle to make the payments to those covered employees, including Mr. Beskow and Ms. Peterson, pursuant to the Bonus Plan once the conditions to the entitlement to the bonuses have been fully satisfied, if they have not been already . The bankruptcy cases are In re: AMERICAN EAGLE ENERGY CORPORATION, Debtor, Bankruptcy Case No. 15-15073 HRT and AMZG, INC., Bankruptcy Case No. 15-15074 HRT jointly administered under 15-15073 HRT (Bankr. D. Colo.). A full-text copy of Judge Tallman's June 23, 2016 order is available at http://bankrupt.com/misc/cob15-15073-647.pdf. About American Eagle Energy Corp. Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6 appointed seven creditors to serve On the Official Committee of Unsecured Creditor. The Committee tapped Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie as financial advisor. AMERICAN MADE TIRES: S. Georgilis' Suit vs. CFCU Remanded --------------------------------------------------------- Judge Elizabeth S. Stong of the United States Bankruptcy Court for the Eastern District of New York concluded that Plaintiff Steven Georgilis has not shown that he is entitled to reconsideration of this Court's decision on his motion to remand to the New York Supreme Court the adversary case captioned STEVEN GEORGILIS, as assignee of American Made Tires, Inc., as assignee of Ohio Made Tires, LLC, and as assignee of Green Diamond Tire Factory Ltd., Plaintiff, v. CORNING FEDERAL CREDIT UNION, et al., Defendants, Adv. Pro. No. 15-01062-ess (Bankr. E.D.N.Y.), and remanded the adversary proceeding to New York Supreme Court. Mr. Georgilis sought reconsideration of the Court's remand order entered on November 6, 2015, remanding this adversary proceeding to the New York Supreme Court, Queens County. The matter to be decided by the Court is whether Mr. Georgilis has shown that the Court should reconsider and amend the Remand Order pursuant to Rule 60(b) of the Federal Rules of Civil Procedure, made applicable here by Bankruptcy Rule 9024. The bankruptcy case is In re: AMERICAN MADE TIRES INC., Chapter 11, Debtor.Case No. 11-50397-ess (Bankr. E.D.N.Y.). A full-text copy of the Memorandum Decision dated June 14, 2016 is available at https://is.gd/nqu4JF from Leagle.com. Corning Federal Credit Union, Defendant, is represented by Glenn M. Fjermedal, Esq. --gfjermedal@davidsonfink.com -- Davidson Fink LLP, David Rasmussen, Esq. -- drasmussen@davidsonfink.com -- Davidson Fink LLP. Central Marketing, Inc., Defendant, is represented by Joshua Abramson, Esq. -- jhabramson@pbnlaw.com -- Porzio Bromberg & Newman, P.C. Brett S. Moore, Esq. -- bsmoore@pbnlaw.com -- Porzio Bromberg & Newman. ASTORIA ENERGY: S&P Affirms BB Project Finance Rating, Outlook Neg ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' project finance rating on Astoria Energy LLC and revised the outlook to negative from stable. The recovery rating on this debt is '1', indicating expectations for very high (90%-100%) recovery in the event of a default. "The outlook revision results from a weaker power pricing environment that has come about on the heels of weaker-than-expected demand growth for power in NYISO Zone J," said S&P Global Ratings credit analyst Michael Ferguson. The result of this, for Astoria, is lower forward-looking cash flows, in S&P's forecast. S&P anticipates that it could lower the rating if spark spreads continue to weaken, or if there is limited improvement in capacity pricing. While operations have remained comparatively strong, weakness in operations could prompt a negative rating action as well. Astoria Energy LLC is a special-purpose, bankruptcy-remote entity that owns a 585-megawatt natural gas-fired power plant in Queens, N.Y. It is owned by a consortium of sponsors, including GDF Suez NA (43.94%), MyPower Corp. Inc. (35.57%), JEMB Family L.P./Harbert Management Corp. (14.68%), and Energy Investors Fund (5.82%). Astoria issued a $700 million senior secured term loan and a $70 million senior secured revolving credit facility in late 2014, then upsized the term loan to $775 million in April 2015. The project used net proceeds to repay existing debt and make a distribution to sponsors. The term loan continues to be repaid through minimal mandatory amortization and a 75% excess cash flow sweep. The power purchase agreement (PPA) with Consolidated Edison of New York ran through April 2016, and we assume merchant operations hereafter. The negative outlook reflects S&P's expectation that Astoria will continue its strong operational performance, but will face lower DSCRs, perhaps around 2.3x in its post-contracted period, based on some weakness in the Zone J power market. S&P could lower the rating if financial performance falls below its base-case expectations, such that minimum DSCRs during the merchant period fall below 2.0x or expected debt at maturity exceeds $425 million. This could stem from operational issues at the plant, but more likely from a continued downturn in the Zone J capacity and energy markets, which S&P did not expect at the time it initially rated this deal. An outlook revision would likely require DSCRs above 2.7x during the merchant period. This would require continued sound operational performance along with greater-than-expected energy margins and capacity revenue. B&L EQUIPMENT: Hires PPL Group as Auctioneer -------------------------------------------- B&L Equipment Rentals, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to employ PPL Group, LLC as Auctioneer. The Debtor owns and operates an oilfield service company in four states including California, Texas, Colorado, and Nevada. The Debtors' assets include equipment, vehicles, and other personal property not needed in the operation of the business. The Debtor believes that the Equipment has a value of about $650,000. The Debtor wish to employ PPL as its auctioneer to sell the Equipment at public auction. The Debtor has negotiated the "Advance Auction Agreement" and the Agreement outlines the terms under which PPL will serve as auctioneer for the Debtor and sell the Equipment. The Agreement provides that the Debtor will receive a guarantee advance payment of $400,000 from PPL before the sale of the Equipment. The Advance will be used to pay debt owed to Bank of America secured by a blanket lien against the Equipment. The Agreement provides for the distribution of the proceeds from the sale of the Equipment as follows: a. the first $400,000 of sale proceeds will be paid PPL to cover the Advance; b. the next $50,000 of sale proceeds will be paid to PPL to cover PPL's expenses and risk; and c. all proceeds over $450,000 will be paid 80% to the Debtor and 20% to PPL. The 20% paid to PPL will represent a commission and auctioneer fee. Joel Bersh, partner and executive vice president of PPL Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. PPL may be reach at: Joel Bersh 105 Revere Drive, Suite C Northbrook, IL 60062 Telephone: 224-927-5302 E-mail: joel@pplauction.com About B&L Equipment Rentals B&L Equipment Rentals, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 15-14685) on Nov. 30, 2015. The petition was signed by Lawrence F. Jenkins as president. The Debtor listed total assets of $17.2 million and total debt of $5.02 million. The Law Office of Leonard K. Welsh represents the Debtor as counsel. The case has been assigned to Judge Rene Lastreto II. BAYTEX CREDIT: Unsecureds to Receive Promissory Note, Newco Stock ----------------------------------------------------------------- Baytex Credit Corp. filed with the U.S. Bankruptcy Court in Houston, Texas, its Second Amended Plan of Reorganization and Second Amended Disclosure Statement on June 7, 2016. The Plan has two classes: Class 1 General Unsecured Claims and Class 2 Equity Interests. Each Holder of an Allowed Unsecured Claim will receive a promissory note issued by the Debtor in the face amount of 40% of the original principal amount of the Holder's Allowed Unsecured Claim. In addition, on or reasonably promptly after the Effective Date, each Holder of an Allowed Unsecured Claim shall receive a number of shares of common stock in the Reorganized Debtor equal to 120% of the original principal amount of that Holder's Allowed Unsecured Claim. The Unsecured Creditors and their proposed treatment are: Original New Debt Creditor Debt in the Plan New Shares -------- -------- ----------- ---------- Revenue, LLC $250,000 $100,000 300,000 Spur Growth Partners $400,000 $160,000 480,000 Office Trade Company $600,000 $240,000 720,000 Office Trade Company is a limited liability company owned by the Debtor's principle, William Vincent Walker. On November 15, 2015, the Debtor signed a promissory note payable to Office Trading Company for $600,000. The Debtor has made no payments on this promissory note. The $600,000 is debt accrued from advances and services rendered by Office Trade Company over the previous five years. During that period, Office Trade Company assisted the Debtor in obtaining leases and collecting lease payments on oil sand projects in Wyoming. Spur Growth Partners, LLC, is a company owned by Martin Estill, who will join the Reorganized Debtor as its Chief Executive Officer and as a Member of the Board of Directors overseeing management of the Reorganized Debtor. On November 15, 2015, the Debtor signed a promissory note payable to Spur Growth Partners, LLC for $400,000. The Debtor has made no payments on this promissory note. In consideration for the promissory note, Spur Growth Partners offered the services of Mr. Estill to acquire the asset from Revenue LLC, defined the go to marketing strategy and initial market review for the future sale of re:venue and will continue to assist in the marketing of the Debtor's software and soliciting investors. Mr. Estill will not charge the Debtor for any post-petition services rendered. Revenue, LLC, is a Seattle-based software company focused on delivering web-based marketing technology to the restaurant industry. William Walker is a passive investor in Revenue, LLC and owns 5% of the total ownership shares. Martin Estill is a passive investor in Revenue, LLC and owns 53% of the total ownership shares. On October 30, 2015, the Debtor signed a promissory note payable to Revenue, LLC for $250,000. In the event the Debtor fails to repay the promissory note before November 1, 2016, the intellectual property rights associated with the re:venue software will be returned to Revenue, LLC. Revenue, LLC is incentivized to vote in favor the Plan to expand the market for the re:venue technology. If the Debtor effectively markets, sells, and continues to develop the software, Revenue, LLC. benefits through the active growth of the software. Class 1 is impaired and the Holder of a Claim in Class 1 is entitled to vote to accept or to reject the Plan. The negotiations between Class 1 holders' treatment under the Plan occurred prepetition between Mr. Estill, Mr. Walker, and Devlin McGill, the President of Revenue, LLC and Travelers Pubs, Inc. The number of shares issued to Class 1 reflects the price point at which the Debtor intends to sell shares to future investors. The Plan proposes to dilute shareholders in Class 2, after shares are issued to Class 1, and after additional investors are solicited post-confirmation. For example, an individual with 1,000 shares currently has a 0.09% equity interest in the Debtor. The Plan proposes to dilute that shareholders interest to 0.05%. The Plan further proposes to dilute that interest if the Debtor is successful in obtaining post-confirmation investors. If these hypothetical investors purchase $1,000,000 in shares, a current shareholder with 1,000 shares will be further diluted to 0.03%. Class 2 is impaired and the Holder of a Claim in Class 2 is entitled to vote to accept or to reject the Plan. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-31578-0022.pdf The Debtor will request approval by the Bankruptcy Court for these deadlines, procedures, and instructions for soliciting acceptance or rejection of the Plan by Creditors: Voting Deadline July 6, 2016 at 3:00 p.m. (CST) Confirmation Objection Deadline July 6, 2016 at 3:00 p.m. (CST) Confirmation Hearing July 13, 2016 (subject to change) Attorneys for Baytex Credit Corp.: Jarrod B. Martin, Esq. Ronald J. Sommers, Esq. NATHAN SOMMERS JACOBS, A PROFESSIONAL CORPORATION 2800 Post Oak Blvd. 61st Floor Houston, TX 77056 Tel: (713) 960-0303 Fax: (713) 892-4800 E-mail: jmartin@nathansommers.com rsommers@nathansommers.com Baytex Credit Corp. has recently engaged in the licensing of software used in the management of food and beverage operations. Baytex Credit Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31578) on April 1, 2016. The petition was signed by William Walker, chairman and director. The Debtor is represented by Jarrod B. Martin, Esq., at Nathan Sommers Jacobs, PC. The case is assigned to Judge Marvin Isgur. The Debtor disclosed total assets of $250,100 and total debts of $1.25 million. BELK INC: Bank Debt Trades at 19% Off ------------------------------------- Participations in a syndicated loan under which BELK, Inc is a borrower traded in the secondary market at 80.75 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.70 percentage points from the previous week. BELK, Inc pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. BH SUTTON: Wants Exclusive Plan Filing Period Extended to Oct. 25 ----------------------------------------------------------------- BH Sutton Mezz LLC, et al., ask the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive period during which Sutton Mezz may file a plan of reorganization for an additional 120 days through and including Oct. 25, 2016, and the exclusive period within which Sutton Mezz may solicit acceptances to a plan of reorganization for an additional 120 days through and including Dec. 22, 2016. A hearing on the Debtors' request is set for July 21, 2016, at 10:00 a.m. Objections must be filed by July 14, 2016, by 5:00 p.m. Sutton Mezz filed for bankruptcy protection in order to, inter alia, prevent the pre-petition lender Sutton 58 Associates LLC from improperly exercising ownership and control over Sutton Mezz, to reorganize its financial affairs and to preserve its assets and the value. Sutton Mezz disputes that any money is owed to this Lender as the available documents evidence that the Lender never advanced money to Sutton Mezz. In fact, Sutton Mezz was merely a borrower, was never permitted to open a bank account and never received the benefit of the money it borrowed from the Lender. There is a dispute with the Lender as to what, if anything, is owed. Since the Petition Date, Sutton Mezz has been required to devote substantial time and energy to responding to: (a) the Lender's unwarranted, aggressive and baseless motion to dismiss; and (b) a multitude of Lender's objections to routine and uncontroversial requests customarily made and utilized by a debtor in possession. Sutton Mezz submits that the Lender has sought to thwart Sutton Mezz's reorganization efforts at every turn, and the Lender's obstructionist conduct exhibited in the early phase of this case is by intentional design. Sutton Mezz filed a routine application seeking to extend time to file schedules of assets and liabilities and its statement of financial affairs. In response, the Lender filed an objection to the application. The Court subsequently granted on March 11, 2016, an extension for Sutton Mezz to file its schedules and statement of financial affairs. The Lender is attempting to deny Sutton Mezz its breathing spell afforded under the Bankruptcy Code. Indeed, Sutton Mezz and its professionals -- who were only formally retained last month -- have had to devote an exorbitant amount of time, resources and effort responding to the Lender. Sutton Mezz intends to press forward and avail itself of the protections and opportunities afforded to a debtor in possession and reorganize its financial affairs for the benefit of its estate and creditors. Sutton Mezz desires to preserve its exclusive opportunity to formulate, file and obtain acceptances in connection with its Plan of reorganization. Sutton Mezz and Sutton Owner have been in extensive discussions and negotiations with multiple lenders concerning a debtor-in-possession loan facility. The discussions with various DIP Lenders have been very productive and favorable. Negotiations for the DIP Loan Facility remain ongoing but the complexities of the corporate transactions have made it difficult to navigate through the process. The Debtors already have an executed term sheet with a proposed DIP Lender, but the parties are working through corporate documents necessary to complete the transaction. Frustrating those efforts are the continued objections by the Lender, including to Rule 2004 discovery from the Debtors' pre-petition counsel. The lack of necessary documents, which are in the possession, custody and control of Debtors' pre-petition counsel, has further delayed the proposed DIP Loan Facility. The Debtors will continue in their negotiations with the prospective DIP Lenders in order to obtain the most favorable terms possible for the DIP Loan Facility. Clearly, a DIP Loan Facility will be a critical component of Sutton Mezz's reorganization efforts, which will advance vital phases of the Project for the benefit of the Debtors' estates and their creditors. To this end, the Debtors anticipate filing a motion in the near future seeking Court approval of such a DIP Loan Facility. Moreover, as the Court is aware, the Debtors are in the process of preparing a complaint against the Lender concerning the nature, validity, priority and extent of its asserted lien. The Adversary Proceeding will also be a crucial part of Sutton Mezz's reorganization as the Debtors believe that the Lender went past the traditional boundaries of a lender and borrower relationship. The Debtors' success in that action will undoubtedly benefit their estates and their creditors. The Debtors anticipate commencing the Adversary Proceeding in the near future, however, the Debtors has been waiting on documents to verify certain pieces of information. The Debtor's counsel can be reached at: Joseph S. Maniscalco, Esq. Holly R. Holecek, Esq. Adam P. Wofse, Esq. LaMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, New York 11793 Tel: (516) 826-6500 E-mail: JSM@LHMLawFirm.com AWofse@LHMLawFirm.com About BH Sutton Mezz LLC and Sutton 58 Associates LLC New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million. Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, as its counsel. Both cases are jointly administered. BONNIE & CLYDES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Bonnie & Clyde's Wexford, Inc. Bonnie & Clyde's Wexford, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Pa. Case No. 16-21380) on April 11, 2016. The petition was signed by Mark E. Baranowski, shareholder. The case is assigned to Judge Gregory L. Taddonio. The Debtor estimated its assets at $100,000 to $500,000 and debts at $1 million to $10 million. BRIDGE CORNER: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Bridge Corner Stone, LLC 16-13493 2151 N. Rancho Drive Las Vegas, NV 89106 Rancho Mart, LLC 16-13494 2151 N Rancho DR Las Vegas, NV 89106 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Bruce T. Beesley Debtors' Counsel: David A Riggi, Esq. DAVID A. RIGGI, ATTORNEY AND COUNSELOR AT LAW 5550 Painted Mirage Road #120 Las Vegas, NV 89149 Tel: (702) 808-0359 E-mail: darnvbk@gmail.com riggilaw@gmail.com Estimated Estimated Assets Liabilities --------- ----------- Bridge Corner Stone $0-$50K $1MM-$10MM Rancho Mart $0-$50K $100K-$500K The petition was signed by Dawit Ambaye, manager. A copy of Bridge Corner Stone's list of 20 largest unsecured creditors -- containing only two entries -- is available for free at http://bankrupt.com/misc/nvb16-13493.pdf A copy of Rancho Mart's list of 20 largest unsecured creditors -- containing only four entries -- is available for free at http://bankrupt.com/misc/nvb16-13494.pdf CARNEGIE EMS: Wants Plan Filing Period Extended to Oct. 21 ---------------------------------------------------------- Carnegie EMS, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend the exclusive period for the Debtor to file a plan of reorganization to Oct. 21, 2016, and the exclusive period for the Debtor to solicit acceptances of the plan to Dec. 21, 2016. The proof of claim deadline is currently set as July 26, 2016, and the government proof of claim deadline as Aug. 22, 2016. The extension of the Exclusivity Periods will allow the Bar Dates to pass and provide the Debtor time to assess all creditors in this case and generate an inclusive plan addressing all claims. The Debtor's creditors will not be prejudiced by the requested extension; on the contrary, the Debtor's creditors will be best served with an extension of the Exclusivity Periods past the Bar Dates. The Debtor continues to work in good faith and remains focused on facilitating a successful reorganization. Recent monthly financial reports show that the Debtor is operating profitably. The Debtor's counsel can be reached at: BERNSTEIN-BURKLEY, P.C. Robert S. Bernstein, Esq. Allison L. Carr, Esq. 707 Grant Street Suite 2200 Pittsburgh, PA 15219 Tel: (412) 456-8100 Fax: (412) 456-8135 E-mail: rbernstein@bernsteinlaw.com acarr@bernsteinlaw.com Carnegie EMS, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 16-20593) on Feb. 22, 2016. The Debtor is represented by Robert S. Bernstein, Esq., at Bernstein-Burkley, PC. CEC ENTERTAINMENT: Bank Debt Trades at 3% Off --------------------------------------------- Participations in a syndicated loan under which CEC Entertainment Inc is a borrower traded in the secondary market at 97.21 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.31 percentage points from the previous week. CEC Entertainment pays 350 basis points above LIBOR to borrow under the $0.725 billion facility. The bank loan matures on Feb. 18, 2021 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. CENVEO INC: Moody's Raises Corporate Family Rating to Caa1 ---------------------------------------------------------- Moody's Investors Service upgraded Cenveo Inc.'s corporate family rating to Caa1 from Caa2, probability of default rating to Caa1-PD/LD from Caa3-PD, speculative grade liquidity (SGL) rating to SGL-3 (adequate liquidity) from SGL-4 (weak liquidity), and changed the outlook to stable from negative. As part of the same rating action, debt instrument ratings at Cenveo Corporation, a wholly-owned subsidiary whose debts are guaranteed by Cenveo were affected as follows: senior secured first lien notes, upgraded to B3 from Caa1; senior secured second lien notes, upgraded to Caa2 from Caa3; senior unsecured notes, affirmed at Caa3. The rating action results from the June 13, 2016, announcement of the closure of Cenveo's debt exchange offer, which Moody's considers an event of default. Moody's will append the /LD limited default indicator to Cenveo's PDR, which will remain for one business day. As of the rating action date, the new 6% senior unsecured notes will not be rated by Moody's. The upgrade of the CFR reflects Moody's opinion that the exchange allows the company to operate without refinancing risk until May 2019, while the company works to improve operations and reduce leverage. Moody's predicts that Cenveo will have sufficient available liquidity to address the approximately $50 million of outstanding 2017 maturity amounts remaining after the exchange. Though near-term refinance risk has been mitigated, the company is still expected to have elevated leverage and execution risk as it transitions to envelope conversion from commercial printing, for which it has a short operating history. This summarizes Moody's ratings and the rating actions for Cenveo: Actions for Cenveo Inc. Corporate Family Rating, Upgraded to Caa1 from Caa2 Probability of Default Rating, Upgraded to Caa1-PD/LD from Caa3- PD Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook, Changed to Stable from Negative Actions for Cenveo Corporation Senior Secured First Lien Notes, Upgraded to B3 (LGD3) at Caa1 (LGD3) Senior Secured Second Lien Notes, Upgraded to Caa2 (LGD4) at Caa3 (LGD4) Senior Unsecured Notes, Affirmed at Caa3 (LGD5) RATINGS RATIONALE Cenveo's Caa1 CFR reflects Moody's opinion the company will maintain an aggressive debt load with leverage of Debt/EBITDA expected to be around mid-to-high 7x during 2016/2017. The company is in the latter stages of a protracted business restructuring that has seen operations transitioned into envelope converting, significantly reducing exposure to commercial printing. However, while the operational repositioning is credit positive, the company has to prove that they will consistently generate free cash flow to repay debt. In the interim, Moody's expects the company to maintain adequate liquidity, with no refinance milestones until 2019. Cenveo's speculative grade liquidity has been assessed as SGL-3, indicating adequate liquidity. Moody's expects Cenveo to generate close to $30 million of free cash flow during the twelve months to June 2017, and the company has a $190 million ABL facility with expectations of about $170 million of unused capacity to address its approximately $50 million in 2017 maturities. Cenveo lacks financial flexibility from potential asset sales as Moody's does not expect there to be non-core assets to be sold or buyers for assets. Rating Outlook The stable outlook reflects expectations of Cenveo's adequate liquidity position, stemming from predictions of positive free cash flow, deleveraging capability, and a lack of refinance milestones till 2019. What Could Change the Rating - Up EBITDA expansion, such that Debt / EBITDA remains below 5x on a sustained basis (7.7x at 2Apr16) Expectations of cash flow self-sustainability Together with --- Solid liquidity --- Clarity on business asset portfolio planning What Could Change the Rating -- Down Lack of EBITDA expansion, such that Debt / EBITDA remains above 8x on a sustained basis (7.7x at 2Apr16) Weakened liquidity Heightened execution risks Deteriorating business conditions The principal methodology used in these ratings was Global Publishing Industry published in December 2011. Cenveo Inc. is a publicly-traded holding company, headquartered in Stamford Connecticut. Cenveo owns Cenveo Corporation, which has about $1.7 billion of revenue from envelope converting (52%), commercial printing (29%) and label/packaging (19%). While all debt instruments are issued by Corp, Cenveo guarantees all of Corp's debt and financial statements are issued only by Cenveo. Moody's maintains corporate-level ratings and the associated outlook at Cenveo. CHESAPEAKE ENERGY: S&P Hikes CCR to CCC on Sr. Unsec. Note Exchange ------------------------------------------------------------------- S&P Global Ratings raised the corporate credit rating on Oklahoma City-based exploration and production company Chesapeake Energy Corp. to 'CCC' from 'SD'. The outlook is negative. The issue-level and recovery ratings on the company's debt are unchanged. "We raised the corporate credit rating on Chesapeake to reflect our reassessment of its credit profile following the exchange of its 7.25% senior notes due 2018, floating-rate senior notes due 2019, 5.375% senior notes due 2021, 6.125% senior notes due 2021, 4.875% senior notes due 2022, and 2.25% contingent convertible senior notes due 2038 and putable in 2018," said S&P Global Ratings credit analyst Paul Harvey. "The rating reflects our expectation that debt leverage will remain at what we consider unsustainable levels over the next 24 months and that liquidity will remain challenged as Chesapeake faces a very heavy maturity and put schedule that could significantly weaken current liquidity levels," he added. In 2017, Chesapeake has about $1.4 billion of debt that matures or can be put to it including its $344 million 6.25% euro–denominated notes due January 2017, $315 million 6.5% senior notes due August 2017, and $730 million 2.5% contingent convertible notes due 2037 that can be put to the company for cash in May 2017. In addition, Chesapeake has about $1.8 billion of debt maturities or putable debt in 2018 through 2019; therefore, liquidity remains a key credit factor in S&P's analysis. S&P is maintaining the 'D' issue-level ratings on the 6.5% senior notes due 2017, 2.5% convertible notes due 2037 (putable 2017), 2.25% convertible notes due 2038 (putable 2018), 7.25% senior notes due 2018, floating rate notes due 2019, 6.125% senior notes due 2021, 5.375% senior notes due 2021, and 4.875% senior notes due 2022. These ratings are unchanged to reflect the potential that Chesapeake could execute additional exchanges on these notes, although none are expected at this time, given the benefits to liquidity from retiring debt at even a modest discount to par. As a result, S&P would not lower the corporate credit rating to 'SD' should there be additional distressed exchanges of these notes. The negative outlook reflects the the potential to lower ratings if liquidity materially weakens from current levels, or if Chesapeake commences a material exchange offer that S&P would consider distressed as it addresses its onerous maturity profile over the next two to three years. Despite recent asset sales, liquidity is likely to remain challenged due to a heavy debt maturity schedule, including putable debt over the next 24 months, as well as the company's currently unsustainable leverage. S&P could raise the rating if Chesapeake can address upcoming debt maturities and putable debt such that S&P no longer expect liquidity to meaningfully deteriorate next year, likely in conjunction with expectations for improving financial measures. CLASSIC COMMUNITIES: Creditors' Panel Hires Cole Schotz as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Classic Communities Corporation seek authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Cole Schotz P.C. as counsel for the Committee, nunc pro tunc to June 13, 2016. The Committee requires Cole Schotz to: a. advise the Committee with respect to its rights, duties and powers in this Chapter 11 case; b. assist and advise the Committee in its consultations with the Debtor relative to the administration of this Chapter 11 case; c. assist the Committee in analysing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interest; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the operation of the Debtor's business; e. assist the Committee in its investigation of the liens and claims of the Debtor's pre-petition lenders and the prosecution of any claims or causes of action revealed by such investigation; f. assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nonresidential real property and executory contracts, asset dispositions, financing of other transactions and the terms of a plan or reorganization for the Debtor and accompanying disclosure statement and related plan documents; g. assist and advise the Committee in communicating with unsecured creditors regarding significant matters in this Chapter 11 case; h. represent the Committee at hearings and other proceedings; i. review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their property; j. assist the Committee in preparing pleadings and application as may be necessary in furtherance of the Committee's interests and objectives; k. prepare, on behalf of the Committee, any pleadings, including without limitations, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; and l. perform such other legal services as may be required or are otherwise deemed to be in the interest of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Cole Schotz will be paid at these hourly rates: Gary H. Leibowitz, Esq. $510 Jonathan A. Grasso, Esq. $290 Partners and Special Counsel $410-$825 Associates $160-$420 Paralegals $165-$270 Litigation Support Specialist $275-$375 Project Assistants $75-$200 Cole Schotz will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary H. Leibowitz, partner in the law firm of Cole Schotz, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cole Schotz may be reached at: Gary H. Leibowitz, Esq. Cole Schotz P.C. 300 E. Lombard Street, Suite 1450 Baltimore, MD 21202 Telephone: (410)528-2971 Fax: (410)528-9401 E-mail: gleibowitz@coleschotz.com About Classic Communities Classic Communities Corporation filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-02022) on May 10, 2016. The petition was signed by Douglas Halbert, president. The Debtor estimated assets and liabilities in the range of $10 million and debts of up to $50 million. Judge Mary D. France is the case judge. COLUCCI TILE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Colucci Tile and Marble, Inc. Colucci Tile and Marble, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21389) on April 12, 2016. The petition was signed by Carl J. Hilbert, president. The case is assigned to Judge Gregory L. Taddonio. At the time of the filing, the Debtor estimated its assets at $100,000 to $500,000, and debts at $1 million to $10 million. CONDADO RESTAURANT: Wants Plan Filing Extended to Aug. 23 --------------------------------------------------------- Condado Restaurant Group, Inc., and Restaurant Associates of Puerto Rico, Inc., ask the U.S. Bankruptcy Court for the District of Puerto Rico to extend the exclusive period for the Debtors to submit a disclosure statement and plan of reorganization to Aug. 23, 2016, and the period for the Debtors to solicit acceptance of the plan to Oct. 20, 2016. Subsequent to the filing of their Petitions, the Debtors have encountered multiple conflicts with the Department of the Treasury of Puerto Rico, and most recently the Internal Revenue Service, which have served multiple notices of audits and investigations into personal liability, which have overwhelmed the Debtors and their principal. Due to the conflicts with the PR Treasury, the Debtors' efforts to devise an effective reorganization plan and compose a fully adequate disclosure statement have been delayed and disrupted. Despite the delay, the Debtors have made good and steady progress towards reorganization, as evidenced by their monthly operating reports. The Debtors have also complied with making the necessary payments to the U.S. Trustee. The Debtors need additional time to negotiate with their key creditors, including governmental creditors like the PR Treasury and the IRS. The Debtors tell the Court that allowing them more time to negotiate with key creditors and more time to discuss their proposed plan of reorganization with interested parties will enable them to present a plan that can be evaluated on a more expeditious basis. Headquartered in San Juan, Puerto Rico, Condado Restaurant Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-01329) on Feb. 24, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Dayn Smith, president. The Debtor's bankruptcy counsel can be reached at: Javier A Vega Villalba, Esq. Stuart A. Weinstein-Bacal, Esq. WEINSTEIN BACAL & MILLER, PSC Gonzalez Padin Bldg Penthouse 154 Rafael Cordero San Juan, PR 00901 E-mail: jvv@wbmvlaw.com swb@wbmvlaw.com CONTROL COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Control Communications, Inc. PO Box 291740 Fort Lauderdale, FL 33329 Case No.: 16-18978 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. John K Olson Debtor's Counsel: Robert C Furr, Esq. FURR & COHEN, P.A. 2255 Glades Rd #337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-mail: bnasralla@furrcohen.com - and - Alvin S. Goldstein, Esq. FURR & COHEN, P.A. 2255 Glades Rd #337W Boca Raton, FL 33431 Tel: (561) 395-0500 E-mail: agoldstein@furrcohen.com Total Assets: $1.07 million Total Liabilities: $1.77 million The petition was signed by Sigilfredo Rodriguez, Jr., president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-18978.pdf COUSINS INT'L: Aquinos' Claims Not Discharged in Ch. 11 Proceeding ------------------------------------------------------------------ Judge Mildred Caban Flores of the United States Bankruptcy Court for the District of Puerto Rico granted the motion for summary judgment filed by the defendants in the adversary case captioned ENCANTO RESTAURANTS, INC.; COUSINS INTERNARIONAL FOOD CORP.; CIF BARCELONETA CORP., Plaintiffs, v. LUIS S. AQUINO VIDAL; OLGA M. VIDAL; HECTOR A. CORTES BABILONIA; and GUILLERMO D. RODRIGUEZ SERRANO, Defendants, Adv. No. 14-00030 (Bankr. D.P.R.). The court concludes that as known creditors, the Aquinos did not receive notice of the Debtor's bankruptcy filing or of the sale motion. As such, they could not have violated the automatic stay. Encanto argues again that adequate notice was provided to the Aquinos through Debtor-counsel's informative motion filed in the Local Proceeding, stating how she learnt through the news media that her client filed for bankruptcy. The local court refused to consider this statement as sufficient and required Debtor to transmit proof of its bankruptcy filing in order to provide adequate notice to the court and the parties. Debtor ignored the local court's order. The Aquinos' claims are not discharged in this bankruptcy proceeding. The Aquinos' lack of adequate notice is a "defect which precludes discharge of a claim." The bankruptcy case is IN RE: COUSINS INTERNATIONAL FOOD CORP., Chapter 11, Debtor, Case No. 12-08567-MCF (Bankr. D.P.R.). A full-text copy of the Opinion and Order dated June 14, 2016 is available at https://is.gd/oAYsUt from Leagle.com. ENCANTO RESTAURANTS, INC., Plaintiff, is represented by HERMANN D. BAUER ALVAREZ, Esq. -- hermann.bauer@oneillborges.com -- O'NEILL & BORGES, NAYUAN ZOUAIRABANI TRINIDAD, O'NEILL & BORGES. CIF BARCELONETA CORP, Plaintiff, is represented by NICOLAS A. WONG, Esq. -- nicholas.wong@cliffordchance.com -- WONG LAW OFFICES. Luis S. Aquino Vidal, Defendant, is represented by JACQUELINE HERNANDEZ SANTIAGO, Esq. COWBOYS FAR: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: Cowboys Far West, Ltd. 3030 NE Loop 410 San Antonio, TX 78218 Case No.: 16-51419 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 E-mail: jwilkins@stic.net Estimated Assets: $50 million to $100 million Estimated Debts: $1 million to $10 million The petition was signed by Michael J. Murphy, president of Cowboys Concert Hall-Arlington, Inc., general partner. List of Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amie Haynes $0 Cowboys Concert Hall- Arlington Ltd. $37,800 First National Bank $50,000 Nicholas Joseph Finnerty $0 Red River Beverage, Inc. $126,060 Renea Menzies $3,500 CYRUS WAY HOLDINGS: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: Cyrus Way Holdings, LLC 11709 Cyrus Way Mukilteo, WA 98275 Case No.: 16-13356 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Timothy W. Dore Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 520 Pike Street, Ste. 2250 Seattle, WA 98101 Tel: 206-223-9595 E-mail: feinstein1947@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark L. Jackson, owner. The Debtor listed Allied World Specialty Insurance Company as its largest unsecured creditor holding a claim of $400,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wawb16-13356.pdf DAWSON INTERNATIONAL: Files Schedules of Assets and Liabilities --------------------------------------------------------------- Dawson International Investments (Kinross) Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- --------------- --------------- A. Real Property $0 B. Personal Property $ 4,807,650.00 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $ 5,408,253.54 --------------- --------------- Total $ 4,807,650.00 $ 5,408,253.54 A copy of the schedules is available for free at: https://is.gd/po2E0Y About Dawson International Dawson International is a leading cashmere business. It comprises two trading divisions, based in the UK and the USA. The UK division comprises the Barrie Knitwear business, based in Hawick Scotland. It manufactures highest quality cashmere garments at its factory in the Scottish borders and sells to some of the world's most prestigious couture houses, department stores and private label retail outlets. Based in Natick, Massachusetts, Ilion Properties, Inc., Dawson International Investments (Kinross) Inc., Dawson International Properties, Inc., DCC USA Inc., and Dawson Luxury Garments LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 16-11550 to 16-11554) on May 27, 2016. The Hon. James L. Garrity Jr. presides over the cases. Patrick L. Hayden, Esq., and Nathan S. Greenberg, Esq., at McGUIREWOODS LLP, serve as counsel to the Debtors. The Debtors estimate these assets and liabilities in their petition: Estimated Estimated Assets Liabilities ----------- ----------- Ilion Properties, Inc. $1MM-$10MM $1MM-$10MM Dawson International Investments $1MM-$10MM $1MM-$10MM Dawson International Properties, Inc. $1MM-$10MM $1MM-$10MM DCC USA Inc. $1MM-$10MM $1MM-$10MM The petitions were signed by David G. Cooper, president and sole director. DEE'S FOODSERVICE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Dee's FoodService - ABQ Inc., 16-11560 dba Dee's FoodService fdba Dee's Cheesecake Factory fdba Cheesecake Factory A New Mexico Corporation 3300 Menaul NE Albuqueruqe, NM 87107 Dee's FoodService - El Paso, LLC 16-11563 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Judge: Hon. Robert H. Jacobvitz Debtors' Counsel: William J Arland, III, Esq. ARLAND & ASSOCIATES, LLC PO Box 1089 Santa Fe, NM 87504-1357 Tel: 505.955.0770 Fax: 505.955.0769 E-mail: warland@thearlandlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petitions were signed by Steven C. Mager, president/CEO. A copy of Dee's FoodService - ABQ Inc.'s list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nmb16-11560.pdf DEPAUL INDUSTRIES: U.S. Trustee Forms 5-Member Committee -------------------------------------------------------- Gail Brehm Geiger, acting U.S. trustee for Region 18, on June 22 appointed five creditors of DePaul Industries and DePaul Services, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Benchmade Knife Co. c/o Tracy Krochmalny 300 Beavercreek Rd. Oregon City, OR 97045 Phone: (503) 655-6004 Fax: (503) 655-7922 Email: tkrochmalny@benchmade.com (2) Fiskars Brands, Inc. c/o Jeffrey Liebling 2537 Daniels Street Madison, WI 53718 Phone: (608) 294-4655 Fax: (608) 294-4790 Email: jeff.liebling@fiskars.com (3) Sensory Effects Cereal Systems, Inc. c/o Travis Larsen 4343 NW 38th Street Lincoln, NE 68524 Phone: (801) 820-1117 Email: tlarsen@balchem.com (4) Indoor Billboard/Northwest, Inc. c/o Jim Schulevitz PO Box 17555 Portland, OR 97217 Phone: (503) 289-9020 Fax: (503) 289-9034 Email: jim@indoor.com (5) Image Pressworks c/o Scott Norton 4544 NE 190th Lane Portland, OR 97230 Phone: (503) 381-2846 Fax: (503) 231-2578 Email: scott.n@imagepressworks.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 DePaul Industries DePaul Industries is a non-profit corporation based in Portland, Ore., founded in 1971 with a mission of providing employment opportunities for people with disabilities. DePaul Services, Inc., was formed in 2004 as a separate Oregon non-profit corporation to segregate DPI's work for governmental entities from its non-governmental work. DePaul lost a major $1 million spice packaging customer in 2015. DPI and DSI filed chapter 11 petitions (Bankr. D. Ore. Case No. 16-32293 and 16-32294) on June 10, 2016, and are represented by Jeffrey C. Misley, Esq., and Thomas W. Stilley, Esq., at Sussman Shank LLP in Portland. At the time of the filing, the Debtors estimated their assets and liabilities at less than $10 million. DIOCESE OF DULUTH: Crown Wing County Tracts Sale for $120K Approved ------------------------------------------------------------------- Judge Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota authorized Diocese of Duluth to sell Tracts A and B, Carlson Lake Road, located in Brainerd, Crow Wing County, Minnesota, to Roger Bernau and Marilyn Bernu, for $120,000. The Tracts are more particularly described as: Tract A: The North 510 feet of the Northwest Quarter of the Northeast Quarter (NW1/4-NE1/4), Section 26, Township 134, Range 29, Crow Wing County, Minnesota. The tract is subject to the rights of way for Barbeau Road and Carlson Lake Road. It is also subject to other easements, reservations or restrictions of record, if any. Tract B: The South 655 feet of the West 535 feet of the Northwest Quarter of the Northeast Quarter (NW1/4-NE1/4) and the West 535 feet of the North Half of the Southwest Quarter of the Northeast Quarter (N1/2-SW1/4-NE1/4), all in Section 26, Township 134, Range 29, Crow Wing County, Minnesota. The tract is subject to the right of way for Carlson Lake Road. It is also subject to other easements, reservations or restrictions of record, if any. Judge Kressel also authorized the Debtor to pay, from funds at closing, real estate commission to Wadsten and Edina Realty in the amount of $7,634. The debtor will hold the rest of the funds in a separate account pending further order. About Diocese of Duluth The Diocese of Duluth is headquartered in Duluth, Minnesota. It covers northern Minnesota parishes and 10 counties with Cass to the west, Koochiching to the north, Cook to the east and Pine to the south. The Diocese of Duluth sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7, 2015. The case is assigned to Judge Robert J Kressel. The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott & MacDonald, CHTD., in Zandpoint, Idaho. The Debtor's local counsel is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett, P.A., in St Cloud, Minnesota. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Rev. James Bissonette, vicar general. DOUGLAS DYNAMICS: Moody's Affirms B1 CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Douglas Dynamics L.L.C.'s Corporate Family and Probability of Default ratings at B1, and B1-PD, respectively. In related action Moody's downgraded Douglas Dynamics' senior secured term loan rating to B2 from B1. The rating action incorporates the proposed $130 million add-on amount to the senior secured term loan. The Speculative Grade Liquidity Rating was downgraded to SGL-3 from SGL-2. The rating outlook remains stable. Proceeds from the $130 million senior secured add-on term loan along with additional funds from the company's revolving credit facility and cash balances will be used to fund the recently announced acquisition of Dejana Truck & Utility Equipment Companies (Dejana) for a purchase price of $206 million including a $26 million earn out provision. Dejana is a leading fitter of Class 4-6 trucks and other commercial work vehicles in the Eastern U.S. Dejana also is a leading specialized manufacturer of storage solutions for trucks and vans and cable pulling equipment for trucks. Moody's took these rating actions on Douglas Dynamics L.L.C.: Ratings affirmed: Corporate Family Rating, at B1; Probability of Default Rating, at B1-PD; Rating downgraded: $316 million (upsized amount) senior secured term loan due 2021, to B2 (LGD4) from B1(LGD4); Speculative Grade Liquidity Rating, to SGL-3 from SGL-2 Rating Outlook, Stable. RATING RATIONALE The affirmation of Douglas Dynamics B1 CFR reflects the competitive benefits of the acquisition of Dejana, which mitigate the pro forma increase in Debt/EBITDA leverage to 3.2x (incorporating Moody's standard adjustments) due to the acquisition from 2.2x. Douglas Dynamics' base business of manufacturing snow and ice control equipment for light trucks and other vehicles is highly variable as it is subject to annual snow fall levels. The Dejana acquisition will further diversify Douglas Dynamics' business profile and moderate the impact of weather on the company's performance. The acquisition of Henderson Enterprise Group, Inc. in December 2014 also helped diversify the company's operations into governmental agencies such as Departments of Transportation and municipalities. With pro forma Debt/EBITDA leverage remaining within the 2.5x-3.5x normalized range anticipated for the rating assuming average snowfalls, the transaction is modestly credit positive. The transaction should further demonstrate the company's successful management of the business within the assigned rating over the years supported by a flexible cost structure and an extensive distribution network. The downgrade of the senior secured term loan to B2 from B1 reflects its increased size and the increased utilization of the revolver, which has a stronger collateral position than the term loan. The rating also incorporates expected weaker asset coverage for the secured term loan under a default scenario. The Speculative Grade Liquidity rating downgrade to SGL-3 from SGL-2 reflects the reduction in cash and increased revolver usage to support the Dejana acquisition, and our expectation of an adequate liquidity profile over the next 12-15 months. Moody's expects the company will utilize substantially all of its $48.4 million cash as of March 31, 2016, to help fund the Dejana acquisition. Liquidity is supported by a $100 million asset-based revolving credit facility, and anticipated free cash flow generation. As of March, 31, 2016, the company had about $98 million of availability under the revolving credit facility. Pro forma for the acquisition, revolver availability is expected to decline to about $63 million. Moody's projects availability will fall further to a $30-$40 million range as increases in inventory in the second and third quarters to support the peak selling season consumes cash. Yet, over the next 12-15 months, Douglas Dynamics is expected to generate free cash flow as a percentage of debt in the high single digit range which should support increasing availability under the revolver as seasonal sales pick up. The financial covenant under the revolving credit is a springing minimum 1.0x fixed charge coverage ratio (FCCR) test if availability falls below $12.5 million. The covenant is unlikely to be tested over the next 12-15 months, but Moody's expects the FCCR will remain comfortably above 1.0x. There are no term loan financial maintenance covenants. The stable outlook incorporates the expectation that Douglas Dynamics' operating flexibility and more diverse business profile will continue to drive operating performance that sustains meaningfully positive free cash flow and debt-to-EBITDA within the range expected for the assigned rating. The company's small scale, weather-dependent seasonal demand, and shareholder-friendly financial philosophy limit upward rating momentum. However, Moody's could consider upgrading the rating if the company carried very little balance sheet debt and maintained a significant liquidity cushion. Moody's could downgrade the rating if Moody's expects debt-to-EBITDA leverage to be sustained above 4 times, persistently negative free cash flow, or a substantive deterioration in liquidity. The principal methodology used in these ratings was Global Automotive Supplier Industry published in May 2013. Douglas Dynamics designs, manufactures, sells, and supports snow and ice control equipment for light trucks. Headquartered in Milwaukee, Wisconsin, the company generated approximately $395 million of revenue for the twelve months ended March 31, 2016. DOUGLAS DYNAMICS: S&P Affirms 'BB-' Rating on Sr. Sec. Term Loan ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issue-level rating on Douglas Dynamics Inc. subsidiary Douglas Dynamics LLC's senior secured term loan due 2021 following the company's proposed $130 million add-on to the facility. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; lower half of the range) in the event of a payment default. Douglas Dynamics plans to use the proceeds from the proposed add-on, together with revolver borrowings and cash on hand, to fund its $206 million acquisition of Dejana Truck and Utility Equipment. All of S&P's other ratings on Douglas Dynamics Inc. are unchanged. "We believe that Douglas' acquisition of Dejana will modestly improves its weak business risk profile because it should enhance the company's product diversity and moderately reduce its reliance on weather-related demand. However, we expect that Douglas will continue to face significant demand risk given that approximately 60% of its consolidated revenue is highly dependent on snowfall levels. We continue to expect the company's strong position in the niche snow and ice control market, its limited customer concentration, and its highly flexible cost structure to partly offset these risks. Incorporating the Dejana acquisition, we still expect Douglas to maintain EBITDA margins in the low-20% range given its solid market share in the snow and ice control industry, which should allow it to command a good price for its products despite the variability in weather patterns," S&P said. Under S&P's updated base-case forecast, it expects the company's pro forma adjusted debt-to-EBITDA metric to be in the high-3x area as of the end of 2016, which is higher than S&P's previous forecast of between 2.5x and 3.0x. While S&P expects that Douglas will generate good profitability while gradually reducing its leverage through earnings growth over the next 12-18 months, there is a limited cushion under our 4x leverage threshold -- the level at which S&P would lower its corporate credit rating on the company -- for additional debt financed acquisitions over the next year. RECOVERY ANALYSIS Key Analytical Factors -- S&P affirmed its 'BB-' issue-level rating on Douglas' senior secured term loan due 2021 following the company's proposed $130 million add-on to the facility. -- S&P's simulated default scenario assumes a significant decline in the company's revenue and profits following several consecutive years of weak snowfall. This would depress the company's free cash flow generation and ultimately erode its liquidity reserves. -- S&P has valued the company on a going-concern basis using a 5x multiple to derive S&P's emergence enterprise value. -- S&P's recovery analysis assumes that in a simulated default scenario, after satisfying any unpaid priority administrative expenses, the senior secured term loan lenders' recoveries will be at the lower end of the 50%-70% range. Simulated default and valuation assumptions: -- Simulated year of default: 2020 -- EBITDA at emergence: $45 million -- EBITDA multiple: 5x -- Asset-based lending (ABL) facility is 60% drawn at default. Simplified waterfall: -- Net enterprise value (after 3% admin. costs): $218 million -- Valuation split (obligors/nonobligors): 100%/0% -- Value available to senior secured claims: $218 million -- Secured first-lien debt claims (including ABL claims): $380 million -- Recovery expectations: 50%-70% (lower half of the range) Note: All amounts include six months of prepetition interest. RATINGS LIST Douglas Dynamics Inc. Corporate Credit Rating BB-/Stable/-- Ratings Affirmed Douglas Dynamics LLC Sr Secured Trm Ln Due 2021 BB- Recovery Rating 3L ENERGY FUTURE: Court Approves $55-Mil. Severance Pay Cap -------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Energy Future Holdings' motion for entry of a second order approving an increase in the limit on the Debtors' authority to pay non-insider severance to total an amount not to exceed $55 million in the aggregate. In light of the continued depression in the energy industry, causing increased economic pressures on the Debtors' businesses, the Debtors sought an additional $20 million increase in the Non-Insider Severance Cap, which would provide Debtors the authority to honor up to $55 million in postpetition obligations in the aggregate, to non-insiders under the Severance Program. This is the second time the Debtors sought an enlargement of the Cap. The Debtors previously sought and obtained approval to raise the Cap from $15 million to $35 million. To date, the Debtors have honored approximately $29.7 million -- of the $35 million available under the existing Non-Insider Severance Cap -- in postpetition obligations to non-insiders under the Severance Program. According to the report, primarily due to the challenging current market and business climate, as well as the changes in the chapter 11 cases, the Debtors sought authority to honor up to $55 million in postpetition obligations to non-insiders under the Severance Program in the aggregate -- an increase of $20 million from the existing Non-Insider Severance Cap. 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. ENERGY FUTURE: Wants Removal Period Extended by 6 Months -------------------------------------------------------- Energy Future Holdings Corp., et al., ask the Bankruptcy Court for the District of Delaware to further extend the time within which they may remove certain actions, specifically as follows: (a) Prepetition Actions by 180 days through and including January 17, 2017 (the "Removal Date"); or (b) Postpetition Actions to the later of (i) the Removal Date and (ii) the time periods set forth in Bankruptcy Rule 9027(a)(3), in each case, without prejudice to the Debtors' right to seek further extensions. The period within which the Debtors may file notices to remove the actions is scheduled to expire on July 21, 2016. The Debtors believe the extension requested will provide them with the necessary opportunity to make fully informed decisions concerning the removal of the Actions and will ensure that the Debtors' rights provided by 28 U.S.C. Section 1452 can be exercised in an appropriate manner. 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 ESSAR STEEL: Seeks Court Approval of KPS Asset Purchase Agreement ----------------------------------------------------------------- Essar Steel Algoma Inc. filed a motion on June 17, 2016 for Court approval of an Asset Purchase Agreement with a consortium of bidders formed by KPS Capital Partners, LP and the Company's prepetition term lenders. The bid was selected in accordance with the court approved Sale and Investment Solicitation Process ("SISP"), after consultation with the Company's financial advisors and the Chief Restructuring Advisor, and with the approval of the Monitor, who is appointed by the court to supervise the process. The Asset Purchase Agreement, along with all related court documents can be viewed on the Monitor's Web site at http://www.ey.com/ca/essaralgoma About Essar Steel Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an integrated steel producer. Approximately 80% to 85% of ESA's sales are sheet products with plate products accounting for the balance. For the 12 months ending December 31, 2013, ESA generated revenues of C$1.8 billion. Robert J. Sandoval filed a petition under Chapter 15 of the U.S. Bankruptcy Code for Essar Steel Algoma Inc., and its debtor affiliates on July 16, 2014, following the companies' initiation of a reorganization under Canada's Companies' Creditors Arrangement Act. The lead case is Essar Steel Algoma Inc., Case No. 14-11730 (D. Del.). Essar Steel operates one of Canada's largest integrated steel manufacturing facilities. The Chapter 15 case is assigned to Judge Brendan Linehan Shannon. The Chapter 15 Petitioner's Counsel is Daniel J. DeFranceschi, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. FANNIE MAE & FREDDIE MAC: Updated Third Amendment Litigation Chart ------------------------------------------------------------------ At http://bankrupt.com/gselitigation201606.pdfTroubled Company Reporter and Class Action Reporter editors have posted a chart, updated on June 27, 2016, organizing information about the dozens of lawsuits complaining about how the Department of the Treasury and the Federal Housing Finance Administration are handling Fannie Mae and Freddie Mac's conservatorship proceedings. Unaltered, this chart may be freely shared with anyone for any purpose, notwithstanding that it is copyrighted by Bankruptcy Creditors' Service, Inc., and Beard Group, Inc., and all rights are reserved by the publishers. For additional information, contact Peter A. Chapman at peter@beardgroup.com by e-mail or (215) 945-7000 by telephone. Voacola v. Fannie Mae, et al., Case No. 16-cv-01324 (D.D.C.), was filed this week. The shareholder in that case alleges the government simply lied when explained the conservatorship process and proceedings. And those lies, Mr. Voacola says, misled him when he purchased common stock in Fannie Mae in 2009. Mr. Voacola says the government has earned an adequate rate of return on its investment and it's time for future profits to be turned over to shareholders. The D.C. Circuit should be publishing its ruling in Perry v. Lew, No. 14-5243 (D.C. Cir.), this year. We predict the D.C. Circuit will remand the four consolidated cases to Judge Lamberth with instructions to reconsider his decision after receiving a full administrative record, with minimal, if any, guidance about how to interpret section 4617(f) of HERA, which the government says prohibits shareholder lawsuits, and HERA's succession provision in section 4617(b)(2)(A)(i). The D.C. Circuit asked the parties to discuss what, if any, effect section 4623(d) of HERA, limiting judicial review of FHFA's capital classification decisions, and, presumably, whether the Third Amendment should be viewed as a capital classification change. Those briefs have been submitted. Attentive GSE litigation followers will recall -- see http://goo.gl/MzpAUH-- that Director Lockhart suspended capital classifications and capital requirements in Oct. 2008 while the GSEs are in conservatorship. Assuming our prediction is correct and Perry v. Lew is remanded to Judge Lamberth, what happens next is a question we've been pondering. We thought Judge Lamberth was an ideologue and that's what drove his decision to dismiss the cases challenging the Third Amendment that were before him. But now we see that the record before him was so incomplete that maybe his ruling made sense. Our current thinking revolves around what happens if Judge Lamberth perceives that the government deceived him the first time around? If any readers have any thoughts about this, let us know. In In re: Third Amendment Litigation, MDL No. 2713 (J.P.M.D.L.), the FHFA has asked the Judicial Panel on Multidistrict Litigation to transfer and consolidate all present and future lawsuits complaining about the Net Worth Sweep in the U.S. District Court for the District of Columbia, with the unstated but obvious goal of having Judge Lamberth dismiss them all. The MDL Panel denied the FHFA's transfer and consolidation pitch. The FHFA has moved to substitute itself for the GSE shareholders in Edwards v. Deloitte, Case No. 16-cv-21221 (S.D. Fla.), and the Edwards Plaintiffs will likely respond to that motion on Aug. 1, 2016. The court hasn't reactivated a similar audit liability case against PricewaterhouseCoopers. In the Court of Federal Claims the world awaits Judge Sweeney's rulings on Fairholme's Motion to Compel. Fairholme is asking Judge Sweeney to review a 100-document sample and rule that the deliberative process, bank examination and presidential communication privileges the government's asserted don't hold water. Judge Sleet in Delaware has been notified that the MDL Panel denied FHFA's transfer and consolidation request. Perhaps he's on vacation, asleep, or tied up with something else. We don't know. We anticipate he'll get Jacobs v. FHFA, Case No. 15-708 (D. Del.), and Pagliara v. Fannie Mae, Case No. 16-193 (D. Del.) back on track soon. A hearing is scheduled for Aug. 4, 2016, in Pagliara v. Freddie Mac, Case No. 16-cv-00337 (E.D. Va.), to consider if Mr. Pagliara's books and records action will survive the government's motion to dismiss. That hearing will be held in Alexandria, Va. A hearing is scheduled for July 14, 2016, in Robinson v. FHFA, Case No. 15-cv-00109 (E.D. Ky.), in Covington, Ky. We anticipate spirited debate and maybe some fireworks. Like many GSE shareholders, the speculator label the government so giddily tosses about doesn't apply to Ms. Robinson. She acquired GSE shares in the course of her career as a bank employee, relying on public disclosures by the GSEs and government agencies. In Chicago, Judge Chang wants briefing on the government's motions to dismiss Roberts v. FHFA, Case No. 16-cv-02107 (N.D. Ill.), wrapped up by Sept. 14, 2016, and is scheduled to hold a status hearing in that case on Nov. 1, 2016. FANNIE MAE: New Lawsuit Challenging Third Amendment in D.D.C. ------------------------------------------------------------- David J. Voacolo, a resident of Hamilton, N.J., owns 50,000 shares of common stock in Fannie Mae. Mr. Voacolo bought his shares in Aug. 2009. He claims the government misled him and he's entitled to $2.5 million in monetary relief. These charges are levied in a lawsuit, Voacolo v. Fannie Mae, et al., Case No. 16-cv-01324 (D. D.C.), filed on Sun., June 26, 2016. FHFA and Treasury are named as co-defendants in the lawsuit. Mr. Voacolo says the government said Fannie Mae's conservatorship would end once Fannie Mae was deemed solvent, but lied. Instead, when Fannie Mae returned to profitability in 2012, FHFA and Treasury implemented and perpetuated an illegal scheme to suck up 100% of the GSE's profits in perpetuity. That scheme is referred to as the Third Amendment or Net Worth Sweep and is the subject of more than twenty lawsuits challenging its propriety. Mr. Voacolo is proceeding under the Administrative Procedures Act and alleges an illegal exaction under the Fifth Amendment to the U.S. Constitution. Based on what the government said following his purchase of Fannie Mae stock, Mr. Voacolo alleges that the government has earned a sufficient return on its investment and Fannie Mae's future profits should flow to common shareholders. This lawsuit is not a surprise to the government. The Federal Housing Finance Agency attached a letter from Mr. Voacolo's lawyers at Brus Chambers LLC dated Jan. 14, 2016, addressed to Fannie Mae, as Exhibit 1 to its Transfer Motion initiating In re Third Amendment Litigation, MDL No. 2713 (J.P.M.D.L.), on Mar. 15, 2016. Mr. Voacolo says he's never heard a word from anybody in response to that letter. As previously reported, FHFA's transfer and consolidation request was denied by the MDL panel. Mr. Voacolo is represented by: Alexander J. E. English, Esq. 9980 Guilford Rd., No. 102 Jessup, MD 20794 Telephone: (301) 466-4024 E-mail: alexander.j.e.english@gmail.com - and - Afia SenGupta, Esq. Angela Lipsman, Esq. Brus Chambers LLC 1325 Avenue of Americas, 27th Fl. New York, NY 10019 Telephone: (202) 714-6855 E-mail: afia.sengupta@bruschambers.us bruschambers.ang@gmail.com FILMED ENTERTAINMENT: Plan Solicitation Period Extended to July 6 ----------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Filmed Entertainment Inc., the exclusive period for the Debtor to solicit acceptance of the Chapter 11 plan by 30 days, through and including July 6, 2016. As reported by the Troubled Company Reporter on June 8, 2016, the Debtor has worked closely with its secured creditor and the Official Committee of Unsecured Creditors, the two largest creditors in this Chapter 11 case. Prior to filing, the Debtor circulated numerous drafts of the Disclosure Statement and Plan to the Committee and the Secured Creditor, incorporating many of their comments into the Plan and Disclosure Statement. The Debtor remains engaged in extensive discussions with the Committee and the Secured Creditor regarding key provisions of the Plan and the liquidation trust agreement. In light of the adjournment of the voting deadline and confirmation hearing, the Debtor requires additionally time to resolve any objections that may be raised to the Plan. The Debtor has resolved a number of claims, including a successful resolution of the Pension Benefit Guaranty Corporation's lien and alleged secured claim. About Filmed Entertainment Inc. Filmed Entertainment Inc. owned and operated the "Columbia House DVD Club," a direct-to-customer distributor of movies and television series in the United States. FEI conducts its business through physical catalogues and through the -- http://www.columbiahouse.com/Web site. FEI was historically active in the musical compact disc business, but exited the music business in 2010. Founded in 1955 as a division of CBS Inc. to sell vinyl records and cassette tapes, FEI is a unit of Pride Tree Holdings, Inc., which acquired FEI in December 2012. On Aug. 10, 2015 FEI filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-12244) in Manhattan, New York. The case is pending before the Honorable Shelley C. Chapman. The Debtor tapped Griffin Hamersky P.C. as counsel and Prime Clerk LLC as claims and noticing agent. The Debtor estimated assets of $1 million to $10 million and debt of $50 million to $100 million. The U.S. Trustee for Region 2 appointed five creditors of Filmed Entertainment to serve on the official committee of unsecured creditors. The Committee is represented by Lowenstein Sandler LLP. FIRST DATA: Viking Global No Longer a Shareholder as of June 23 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Viking Global Investors LP, et al., disclosed that as of June 23, 2016, they have ceased to beneficially own shares of common stock of First Data Corporation. A full-text copy of the regulatory filing is available at https://is.gd/qas451 About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Company of $1.48 billion on $11.5 billion of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, First Data had $33.72 billion in total assets, $30.04 billion in total liabilities, $73 million in redeemable noncontrolling interest and $3.61 billion in total equity. * * * The Company carries a 'B2' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B+' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FLEETCOR TECHNOLOGIES: Moody's Raises CFR to Ba2, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service upgraded FleetCor Technologies Operating Company LLC's corporate family and probability of default ratings to Ba2 from Ba3 and Ba2-PD from Ba3-PD, respectively. Moody's also upgraded the ratings on the senior secured credit facilities to Ba2 from Ba3 and the speculative grade liquidity rating to SGL-1 from SGL-2. The rating outlook is stable. RATINGS RATIONALE The upgrade reflects Moody's expectation of continued strong operating performance from FleetCor and steady de-leveraging after the debt funded acquisition of Comdata Inc. for $3.45 billion in November 2014. FleetCor has reduced leverage to 3.5x adjusted debt to EBITDA at March 31, 2016, from 5.4x at Dec. 31, 2014. Although FleetCor announced plans in March 2016 to acquire the Brazilian electric toll payments company, Serviços e Tecnologia de Pagamentos S.A., for about $1.1 billion using cash and borrowings under its existing credit facility, Moody's expects that adjusted debt to EBITDA will return back to the mid 3x level (from about 4x) within one year following the close, which is expected to occur in the third quarter of 2016 subject to regulatory approvals. Similar to what transpired after the Comdata purchase, the improvement in leverage will be driven by a combination of debt repayment and rapid EBITDA growth, which Moody's projects will increase by at least high single digits organically. The Ba2 rating reflects FleetCor's recurring transaction-based revenue streams and focus on the more profitable small-and-medium enterprise market, which leads to high profitability (e.g. operating margins in the low 40% range) and substantial cash flow generation (e.g., more than $700 million of projected annual free cash flow). FleetCor continues to enhance its scale as a leading global provider of fuel cards and expand its offerings to include other payment products and services. The revenue base is supported by long-term relationships with the company's largest fleet customers and merchant partners such as the major oil companies and petroleum marketers. The ratings also incorporate Moody's view that FleetCor will continue to invest in debt-funded acquisitions over the long-term to protect its strong market position while boosting top line growth. The sizable M&A activity will create some volatility with leverage, which Moody's anticipates will rise and fall but remain in the mid 3x range within two years following an acquisition, as debt raised to fund these purchases is repaid using FleetCor's consistently strong free cash flow. The stable outlook reflects Moody's expectation that FleetCor will generate at least mid-to-high single digit annual revenue growth, on a constant currency basis, and free cash flow of more than $700 million over the next year. Operating performance will be supported by a modest increase in trucking miles consistent with Moody's projected U.S. GDP growth of low single digits in 2016 and 2017, the ongoing shift to payment cards from cash and checks, and international expansion. The Ba2 CFR could be upgraded if adjusted debt to EBITDA falls to, and is sustained in, the low 3 times range, market share increases through organic revenue growth, and profit margins are maintained. The ratings could be downgraded with declines in revenue and profits, increased customer or merchant partner churn, poor execution, or heightened competition. In addition, negative rating pressure could arise from higher financial leverage (in excess of 4.5x on a Moody's adjusted basis) for an extended period of time. Ratings Upgraded: Issuer: FleetCor Technologies Operating Company Corporate Family Rating, Ba2 from Ba3 Probability of Default Rating, Ba2-PD from Ba3-PD Senior Secured Bank Credit Facilities, Ba2 (LGD3) from Ba3 (LGD3) Speculative Grade Liquidity Rating, SGL-1 from SGL-2 FleetCor, with projected annual revenues nearing $2 billion, is a leading global provider of fuel cards and workforce payment solutions. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. FORTESCUE METALS: Bank Debt Trades at 5% Off -------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group Ltd is a borrower traded in the secondary market at 94.68 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.23 percentage points from the previous week. Fortescue Metals pays 275 basis points above LIBOR to borrow under the $4.95 billion facility. The bank loan matures on June 13, 2019 and carries Moody's Ba2 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. GATES GROUP: Bank Debt Trades at 5% Off --------------------------------------- Participations in a syndicated loan under which Gates Group is a borrower traded in the secondary market at 94.95 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.72 percentage points from the previous week. Gates Group pays 325 basis points above LIBOR to borrow under the $2.49 billion facility. The bank loan matures on June 18, 2021 and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. GAWKER MEDIA: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- The U.S. trustee for Region 2 on June 24 appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are: (1) Terry Gene Bollea Eric B. Fisher, Esq. %Binder & Schwartz, LLP 28 West 44th Street, Suite #700 New York, NY 10036 (2) Shiva Ayyadurai Belmont, MA 02478 (3) Ashley A. Terrill Jupiter, Fl. 33477 Tiffany Kary, writing for Bloomberg News, noted that Terry Gene Bollea is Hulk Hogan, whose invasion-of-privacy lawsuit drove Gawker Media LLC into bankruptcy. 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 Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc. serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. Houlihan Lokey was retained by the Debtors on May 16, 2016, to explore the possibility of a sale of all or substantially all of the Debtors' assets, with the goal of maximizing return to the Debtors' estates in the event of a possible chapter 11 filing. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. GENESYS RESEARCH: Court Upholds Steward Health Settlement Approval ------------------------------------------------------------------ In the case captioned In re: GENESYS RESEARCH INSTITUTE, INC., Debtor, Case No. 15-12794-JNF (Bankr. D. Mass.), Judge Joan N. Feeney of the United States Bankruptcy Court for the District of Massachusetts entered an order: (1) denying Philip Hahnfeldt's emergency motion for reconsideration of 1) the order approving settlement agreement and 2) the order authorizing disposition of biological samples and sale of equipment; (2) granting the Application to Employ Licensed Site Professional filed by Chapter 11 Trustee, Harold B. Murphy, of Genesys Research Institute, Inc.; (3) overruling the Objection to Application to Employ Licensed Site Professional and denying the Cross Motion for Reconsideration or Stay filed by Dr. Lynn Hlatky; and (4) overruling Clare Lamont's Objection to the Application to Employ Licensed Site Professional. The settlement resolved all outstanding claims among Genesys and both Steward Health Care System LLC and its affiliate, Steward St. Elizabeth's Medical Center of Boston, Inc., and required the Debtor to vacate St. Elizabeth's Hospital's premises in exchange for $750,000. A full-text copy of Judge Feeney's June 24, 2016 order is available at http://bankrupt.com/misc/mab15-12794-443.pdf About Genesys Research GeneSys Research Institute, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Mass Case No. 15-12794) on July 14, 2015. The petition was signed by Robert Stemple, clerk and treasurer. Parker & Associates serves as the Debtor's counsel. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $1 million. The case is assigned to Judge Joan N. Feeney. GLYECO INC: Completes Acquisition of Brian's On-Site Recycling -------------------------------------------------------------- A leader in sustainable glycol technologies, GlyEco, Inc. announced that it has completed the acquisition of Brian's On-Site Recycling, Inc., based in Tampa, Florida. Brian's On-Site Recycling was established in 1998 by Brian Fidalgo after working in the automotive industry for over 30 years. Mr. Fidalgo felt a need for specialty services, so he took his many years of experience in the automotive industry, combined it with a drive for customer service and product excellence, and created his own company. Brian's On-Site Recycling services auto mechanic shops, dealerships, and individuals in Tampa and the surrounding areas. "The acquisition of Brian's On-Site Recycling allows us to further grow our market share in the State of Florida and increases our specialty products and services offerings," stated Grant Sahag, the Company's chief executive officer and president. "We're confident that Brian Fidalgo II, who will continue as the Managing Partner of our Florida processing center, will grow the Company's business with the creativity and determination that he's displayed over the several years our two companies have been working together." "I am excited to join the GlyEco team and to continue to provide the high-quality products and customer service that Brian's On-Site Recycling's customers have received from the Fidalgo family for almost a century," stated Mr. Fidalgo. "We are excited to rollout GlyEco's trusted products and service to Brian's On-Site Recycling's customers and beyond. As GlyEco, we will continue our dedication to being the very best in the glycol recycling and distribution business." Pursuant to the Asset Purchase Agreement, GlyEco Acquisition Corp. #3, a wholly owned subsidiary of GlyEco, Inc., purchased BOSR's business and substantially all of its assets, free and clear of any liabilities or encumbrances, in consideration for an aggregate purchase price of $200,000. Further pursuant to the Asset Purchase Agreement, $100,000 of the purchase price was paid in cash upon the closing of the transaction, while the remaining $100,000 of the purchase price will be held in escrow and released upon achieving certain revenue targets related to the customer accounts acquired from BOSR. The Managing Partner of the Company's Florida processing center, who joined the Company in December 2015, also managed the business of BOSR. About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyEco reported a net loss available to common shareholders of $12.5 million on $7.36 million of net sales for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014. As of March 31, 2016, GlyeCo had $7.28 million in total assets, $1.69 million in total liabilities and $5.58 million int total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has had recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2015, and has an accumulated deficit of $34,550,503 as of Dec. 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. GO YE VILLAGE: Wants Plan Filing Deadline Moved to Sept. 26 ----------------------------------------------------------- Go Ye Village, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Oklahoma to extend the exclusivity periods by 90 days each or until Sept. 26, 2016, to file a Plan and until Nov. 25, 2016, to obtain acceptances of the Plan. On March 21, 2016, the Court extended the Debtor's exclusive time for filing Chapter 11 Plan of Reorganization until June 28, 2016, and the Debtor's exclusive time for soliciting acceptance of the Plan until Aug. 27, 2016. Immediately after the Petition Date, the Debtor's Board of Directors replaced existing management and retained a Chief Restructuring Officer, Steve Thomas. Subsequently, the CRO retained Mr, Jerry Unruh to be the interim administrator. As of the Petition Date, the Debtor's accounting records were largely manually kept, partially in disarray and incomplete. The financial records were only partially electronically stored and much of the information was relegated to paper files which were not particularly well organized. The CRO and IA have been overhauling the accounting system to provide more accurate and useful financial information which will be necessary in the formulation of a Plan. The CRO has formed an Unofficial Restructuring Committee consisting of business leaders, financial experts and other individuals with substantial expertise in financial matters at large and with the operations and background of this Debtor in particular, a member of the OCUC is a member of the Unofficial Restructuring Committee. The Restructuring Committee is working with the CRO to formulate a financial plan for the Debtor and substantial progress has been made. Additional time is required for their work. The Debtor is having its property appraised for use in obtaining financing for a plan as well as for use in resolving BOK's claim, and additional time is needed for the appraisal to be completed. The creditor holding the largest claim in the case is Banlc of Oklahoma, Trustee. The claim of BOK relates to a 1985 bond financing. The bond debt has undergone substantial changes over the years including a forbearance agreement, bond redemptions, waivers of interest, and other transactions which BOK and the Debtor are analyzing to determine the amount of the BOK claim. Resolution of the BOK claim will take additional time and is necessary for formulation of a Plan. Both BOK and the Debtor are having BOK's collateral appraised and additional time is required for completion of the appraisals. After the Petition Date, Debtor's management shifted the basis for operations of the Company from a life care system to a pay for services model which will materially and favorably impact the Debtor's financial resources. These changes largely do not affect existing residents but the future impact on the Debtor's finances will be substantial, Debtor is also malting preparations to add a memory care unit which will have a material effect on future finances and operations. The Debtor continues to implement other operational efficiencies which will impact the formulation of a plan. The Debtor requires additional time to analyze the likely effect of these changes. The Debtor is current on all post-Petition bills and is otherwise in compliance with all applicable bankruptcy requirements. The Debtor's Counsel can be reached at: Sam G. Bratton II, Esq. David H. Herroid, Esq. J. Patrick Mensching, Esq. DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P. Two West Second Street, Suite 700 Tulsa, Oklahoma 74103 Tel: (918) 582-1211 Fax: (918) 591-5360 E-mail: sbratton@dsda.com dherrold@dsda.com pmensching@dsda.com About Go Ye Village Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Doerner, Saunders, Daniel & Anderson, LLP, serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. The U.S. Trustee also appointed a patient care ombudsman in the Debtors' bankruptcy case. GRANT ROGERS: Court Denies Approval of Disclosure Statement ----------------------------------------------------------- In the case captioned In the matter of: GRANT ROBERT ROGERS, and ALLISEN NICOLE ROGERS; Debtors, Chapter 11 Case Number 14-40219-EJC (Bankr. S.D. Ga.), Judge Edward J. Coleman, III, of the United States Bankruptcy Court for the Southern District of Georgia denied approval of the Disclosure Statement filed by the individual Chapter 11 debtors. Judge Coleman found that the Debtors' proposed Amended Plan of Reorganization violates the absolute priority rule because it allowed the debtors to retain their non-exempt, pre-petition property without paying unsecured creditors in full. Accordingly, the judge held that the debtors' plan is not confirmable. The judge also denied approval of the disclosure statement, although the debtors may amend their disclosure statement and plan in an effort to meet the "new value" exception, or otherwise satisfy the absolute priority rule. A full-text copy of Judge Coleman's June 24, 2016, opinion is available at http://bankrupt.com/misc/gasb14-40219-204.pdf HAGGEN HOLDINGS: Exclusive Plan Filing Deadline Moved to Aug. 5 --------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Haggen Holdings, LLC, et al., the exclusive period for the Debtor to file a plan of reorganization by 60 days, through and including Aug. 5, 2016, and the exclusive period for the Debtors to solicit acceptance of the plan by 60 days, through and including Oct. 3, 2016. As reported by the Troubled Company Reporter on June 8, 2016, the Debtors tell the Court that accomplishing these tasks has been a labor intensive process, fully occupying the Debtors' representatives and professionals: (i) obtaining entry of an order approving the sale of the majority of the Debtors' core stores and related assets to Albertson's, who will continue to operate stores as a going concern, (ii) working to effectuate that sale, including entering into amendments to the asset purchase agreement governing the Core Stores Sale in order allow the Debtors to capitalize on certain additional assets that were not included in, and to clarify certain terms of, the agreement, with the initial closing occurring on June 2 and the final closing scheduled to occur later this month; (iii) conducting additional GOB Sales, miscellaneous asset sales, and Pharmacy Sales with respect to the Debtors' stores that had not already been liquidated or sold; (iv) working with Albertson's to identify hundreds of executory contracts to be assumed and assigned to Albertson's in connection with the Core Stores Sale; (v) negotiating and obtaining approval of replacement debtor in possession financing, which was approved by the Court on March 30, 2016; (vi) continuing to work with various lease and contract counterparties to resolve cure objections adjourned in connection with Non-Core Stores Sale as well as commenced resolving those related to the Core Stores Sale; (vii) entering into an agreement with Spirit SPE HG 2015-1, LLC, landlord for several of the Debtor's store locations prior to the Core Stores Sale, and Albertson's to reach full and final settlements relating to the disputes among parties with respect to the Spirit leases; and (xiii) entering into, and obtained court approval for, additional amendments to the Debtors' post-petition credit agreement. In light of these circumstances, including, without limitation, effectuating the Core Stores Sale, the Debtors said that the requested extensions are both appropriate and necessary to afford the Debtors with sufficient time to adequately prepare a viable Chapter 11 plan and related disclosure statement. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAWAIIAN HOLDINGS: S&P Raises CCR to 'BB-', Outlook Stable ---------------------------------------------------------- S&P Global Ratings said that it has raised its corporate credit rating on Honolulu-based Hawaiian Holdings Inc., the parent company of Hawaiian Airlines Inc., to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue-level rating on Hawaiian Airlines Inc.'s 2013-1 class A pass-through trust certificates to 'A- (sf)' from 'BBB+ (sf)' and S&P's issue-level rating on the class B pass-through trust certificates to 'BB+ (sf)' from 'BB (sf)'. "Our upgrade of Hawaiian Holdings Inc. reflects the company's improved operating performance and debt reduction, which have substantially improved its credit measures over the past year," said S&P Global credit analyst Tatiana Kleiman. As of March 31, 2016, Hawaiian's trailing-12 months funds from operations (FFO)-to-debt ratio climbed to 37.9% and its debt-to-EBITDA metric dropped to 2.2x from 24.1% and 3.3x, respectively, as of the same time last year. Similar to its North American airline peers, the company's 2015 performance has been positively affected by declining operating costs related to the low fuel price environment. S&P expects the company to maintain its stronger operating performance over the next year, supported by modestly higher pricing, increases in ancillary revenue, lower fuel expenses, and ongoing cost-control efforts. The stable outlook on Hawaiian Holdings Inc. reflects S&P's expectation that the company will continue to generate strong earnings and cash flow as it benefits from ongoing cost-reduction efforts, low fuel prices, and increasing revenue from modestly higher pricing on its new routes and ancillary offerings. Although unlikely over the next year, S&P could lower its ratings on Hawaiian if the company experiences lower-than-expected demand, weaker pricing, or incurs a higher-than-expected level of operating costs -- due to labor union contract renegotiations or substantially higher fuel prices -- causing its FFO-to-debt ratio to fall to 25% on a sustained basis. Although unlikely over the next year, S&P could raise its ratings on Hawaiian if its earnings and cash flow improve because of lower-than-expected fuel prices or higher-than-expected demand and pricing, causing its FFO-to-debt ratio to remain consistently above 45% on a sustained basis. HORSEHEAD HOLDING: Bondholders Want Cap on Equity Panel Legal Cost ------------------------------------------------------------------ The Ad Hoc Secured Noteholder Committee of Horsehead Holding Corp., et al., filed with the U.S. Bankruptcy Court for the District of Delaware its objection to the Official Committee of Equity Security Holders' application to retain Richards Layton and Finger, P.A. and Nastasi Partners, as co-counsel, and SSG Capital Advisors, LLC, as financial advisor to the Equity Committee. The Ad Hoc Secured Noteholder Committee submits that the Equity Committee Professionals should be subject to an aggregate cap of $500,000 for the duration of the Chapter 11 Case. The Ad Hoc Secured Noteholder Committee alleged that the Equity Committee Professionals have already incurred nearly $1 million in fees and, upon information and belief, project that their fees will total at least $1.25 million per month going forward and likely significantly more. The Debtors' estates cannot afford to waste limited resources on unnecessary or duplicative work, the Ad Hoc Committee argued. Moreover, there simply are not sufficient funds available to support these additional costs, and the DIP Lenders have not -- and will not -- agree to increase the DIP facility in order to fund the exorbitant run rate projected by the Equity Committee Professionals. The Equity Committee's projected fees, if left unchecked, thus will jeopardize the Debtors' ability to reorganize and, as such, should not be authorized by the Court without the implementation of reasonable and appropriate spending parameters. The Ad Hoc Secured Noteholder Committee is represented by: William P. Bowden, Esq. Gregory A. Taylor, Esq. Karen B. Skomorucha Owens, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 Email: wbowden@ashby-geddes.com gtaylor@ashby-geddes.com kowens@ashby-geddes.com - and - Michael S. Stamer, Esq. Meredith A. Lahaie, Esq. Abid Qureshi, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: mstamer@akingump.com mlahaie@akingump.com aqureshi@akingump.com About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC, a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The Petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC, as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Horsehead Holding Corp. to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as counsel to the Committee, while Drinker Biddle & Reath LLP serves as co-counsel. The Unsecured Creditors Committee is represented by Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP. The U.S. Trustee's office appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. HORSEHEAD HOLDING: Says Equity Panel's Expenses May Cause Default ----------------------------------------------------------------- Horsehead Holding Corp., et al., filed with the U.S. Bankruptcy Court for the District of Delaware its response to the Official Committee of Equity Security Holders' application to employ Richards Layton and Finger, P.A. and Nastasi Partners, as co-counsel, and SSG Capital Advisors, LLC, as financial advisor to the Committee. The Debtors submit that the response filed is solely to identify the incremental fees and expenses the estates will be asked to bear. The Equity Committee expects to incur approximately $1.0 million to $1.5 million per month in professional fees and expenses for the duration of the chapter 11 cases, or approximately $1.25 million per month on average, together with approximately $800,000 of fees and expenses incurred during May 2016 following the Equity Committee's appointment on May 13, 2016. The estimate, the Debtors tell the Court, does not include professional fees related to additional professionals the Equity Committee may seek to retain, and that $1.25 million per month average further assumes no additional litigation in these chapter 11 cases, such as contested plan confirmation. By comparison, the highest monthly fees and expenses billed to date by the Debtors' professionals totaled approximately $1.95 million during February 2016, after the chapter 11 case were filed on February 2, 2016. Incurrence of fees and expenses at the levels projected by the Equity Committee are likely to result in an event of default under the DIP Facility and the DIP Lenders are not prepared to amend the DIP Facility or otherwise increase funding and modify covenants at a level necessary to accommodate the Equity Committee's projected fees and expenses of $1.0 million to $1.5 million per month. The Debtors are represented by: Laura Davis Jones, Esq. James E. O'Neill, Esq. Joseph M. Mulvihill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com joneill@pszjlaw.com jmulvihill@pszjlaw.com - and - James H.M. Sprayregen, Esq. Patrick J. Nash Jr., Esq. Ryan Preston Dahl, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: james.sprayregen@kirkland.com patrick.nash@kirkland.com ryan.dahl@kirkland.com About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC, a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The Petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC, as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Horsehead Holding Corp. to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as counsel to the Committee, while Drinker Biddle & Reath LLP serves as co-counsel. The Unsecured Creditors Committee is represented by Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP. The U.S. Trustee's office appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. HORSEHEAD HOLDING: Shareholders Defend Hirings, Legal Cost ---------------------------------------------------------- The Official Committee of Equity Security Holders of Horsehead Holding Corp., et al., filed with the U.S. Bankruptcy Court for the District of Delaware its reply to: (A) Debtors' limited omnibus response to (i) Application of the Official Committee of Equity Security Holders to Employ and Retain Nastasi Partners as Co-counsel to the Committee Nunc Pro Tunc to May 13, 2016, dated May 31, 2016, (ii) Application to Retain and Employ Richards, Layton and Finger, P.A. as Co-counsel to the Official Committee of Equity Security Holders Nunc Pro Tunc to May 13, 2016, dated May 31, 2016, and (iii) Application for an Order Authorizing the Retention and Employment of SSG Capital Advisors, LLC as Financial Advisor to the Official Committee of Equity Security Holders Nunc Pro Tunc to May 15, 2016, dated May 31, 2016; and (B) the Ad Hoc Secured Noteholder Committee's limited objection to the Equity Committee Applications and together with the Debtors' Response. No party has objected to the retention of the Equity Committee's chosen professionals per se. The issues raised in the Objections instead assert that the professionals should be hamstrung by an unrealistically low budget. The purpose of the request is to prevent the Equity Committee from competently doing its job, so it should be overruled. In the Objections, the Ad Hoc Secured Noteholder Committee requests that the Court impose an aggregate fee cap of $500,000 on all of the Equity Committee Professionals in the chapter 11 case. The basis for the request is twofold: (a) concern that the Equity Committee Professionals' fees are and will be "excessive and unnecessary" in light of the Equity Committee's allegedly "limited charge of investigating value" and will "significantly deplete the resources available to the Debtors and their other stakeholders"; and (b) the fee cap will "ensure that estate resources are not wasted on numerous fee objections" during the cases. The Equity Committee stressed that a fee cap on the Equity Committee Professionals is neither necessary nor appropriate in the Bankruptcy case. When applications for compensation are submitted, the Equity Committee Professionals will have the burden, as do all retained professionals, of justifying the fees and expenses incurred during these cases. To impose a fee cap in advance, regardless of the necessity, value or merits of the work performed, would severely handicap the Equity Committee in performing its duties. The Equity Committee submits that the proposed fee cap is nothing more than an attempt by the Ad Hoc Noteholder Committee to prematurely, and solely for their strategic benefit, end the Equity Committee's involvement in the bankruptcy case. Such an effort is not justifiable. There are numerous safeguards already in place to ensure that the Equity Committee Professionals, like all retained professionals, submit only reasonable fees incurred in performing appropriate work -- without resorting to a drastic and debilitating prior restraint. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC, a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The Petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC, as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Horsehead Holding Corp. to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as counsel to the Committee, while Drinker Biddle & Reath LLP serves as co-counsel. The Unsecured Creditors Committee is represented by Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP. The U.S. Trustee's office appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. INDIANTOWN COGENERATION: Moody's Affirms Ba1 Rating on Sub. Bonds ----------------------------------------------------------------- Moody's Investors Service changed Indiantown Cogeneration L.P.'s rating outlook to positive from stable, and affirmed the ratings for its first mortgage bonds at Baa3 and subordinated bonds at Ba1. RATING RATIONALE Outlook Actions: Issuer: Indiantown Cogeneration, L.P. Outlook, Changed To Positive From Stable Affirmations: Issuer: Indiantown Cogeneration, L.P. Subordinate Regular Bond/Debenture, Affirmed Ba1 Senior Secured First Mortgage Bond, Affirmed Baa3 The rating action reflects the Florida Power and Light Company (FPL: A1, stable) announcement that it had agreed to purchase Indiantown from Calypso Energy Holdings for approximately $451 million (including debt). If consummated, the transaction, which requires Florida Public Service Commission (FPSC) regulatory approval, would strengthen Indiantown's credit quality as it would reduce the potential for variability in its financial profile, lower variable operating expenses, and reduce Indiantown's dispatch levels. FPL would remain the off-taker under the long-term power purchase agreement (PPA) that matures on Dec. 31, 2025. FPL's intent upon owning Indiantown is to, among other things, reduce the plant's dispatch factor to no more than 5% from approximately 24% in 2015, reduce variable operating expenses and fuel cost under-recovery that has historically been pronounced when dispatch levels exceeded 50%. As such, a reduction in Indiantown's dispatch levels should result in improved debt service coverage ratio while reducing the potential for variability to its financial profile. Consummation of the proposed transaction is contingent upon approval by the FPSC, including it granting FPL recovery of the purchase price over the remaining term of the PPA. In Moody's opinion, having FPL as both owner and off-taker coupled with regulatory approval for cost recovery greatly reduces the probability of a payment default of Indiantown bonds vis-à-vis the current ownership and operating structure. Indiantown's ratings are likely to be upgraded should the FPSC approve the transaction in its current form. Indiantown is a special purpose limited partnership formed to develop, construct, own and operate a 330-megawatt coal-fired cogeneration power plant in southwestern Martin County, Florida. The principal methodology used in these ratings was Power Generation Projects published in December 2012. INFORMATICA CORP: Bank Debt Trades at 2% Off -------------------------------------------- Participations in a syndicated loan under which Informatica Corp is a borrower traded in the secondary market at 97.88 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.40 percentage points from the previous week. Informatica Corp pays 350 basis points above LIBOR to borrow under the $1.875 billion facility. The bank loan matures on June 1, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. ION WORLDWIDE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- iON Worldwide Inc. 16-11543 513 South Cenola Road, Suite 208 Mooretown, NJ 08057 iON America LLC 16-11544 513 South Cenola Road, Suite 208 Moorestown, NJ 08057 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtors' Counsel: Thomas H. Kovach, Esq. A M SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Tel: (302) 293-4841 Fax: (302) 836-8787 E-mail: kovach@saccullolegal.com - and - Anthony M. Saccullo, Esq. A. M. SACCULLO LEGAL, LLC 27 Crimson King Drive Bear, DE 19701 Tel: 302-836-8877 Fax: 302-836-8787 E-mail: ams@saccullolegal.com - and - OLSHAN FROME WOLOSKY, LLP Debtors' Financial Consultants: WILLAMETTE MANAGEMENT ASSOCIATES Estimated Estimated Assets Liabilities ---------- ----------- iON Worldwide Inc. $1MM-$10MM $1MM-$10MM iON America LLC $1MM-$10MM $10MM-$50MM The petitions were signed by Giovanni Tomaselli, chief executive officer. A copy of the Debtors' consolidated list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb16-11543.pdf J. CREW: Bank Debt Trades at 28% Off ------------------------------------ Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 71.68 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.45 percentage points from the previous week. J. Crew pays 300 basis points above LIBOR to borrow under the $1.56 billion facility. The bank loan matures on Feb. 27, 2021 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. JFT PROPERTIES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of JFT Properties, LLC. JFT Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Fla. Case No. 16-70762) on March 29, 2016. The petition was signed by Thomas F. Thomason, member. The Debtor is represented by Brad J. Moore, Esq., at Frederick S. Wetzel, III, P.A. At the time of the filing, the Debtor disclosed $1.09 million in total assets and $351,881 in total liabilities. JOHN Q. HAMMONS: Files Voluntary Chapter 11 Bankruptcy Petition --------------------------------------------------------------- John Q. Hammons Hotels & Resorts (JQH) on June 27, 2016, disclosed that the family of companies, the Revocable Trust of John Q. Hammons, and their related affiliates, have filed voluntary petitions to restructure under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court of the District of Kansas at Kansas City. JQH held a press conference on June 27 in Springfield to announce the filing. JQH is a private, independent owner and manager of hotels in the United States, including operating more than 1 million square feet of superb meeting space. According to JQH's CEO Jacquie Dowdy, the family of companies is financially sound and performing well. The financial restructuring will enable the companies and their advisors to better navigate the litigious environment that has encumbered the family of companies the past several years. "JQH is known as a performance leader. We have a legacy of excellence that we are committed to maintain but increasingly, we have been restricted by legal roadblocks arising in the litigation," Ms. Dowdy said. "JQH is financially stable. We want to ensure that the company Mr. Hammons built over 50 years and the financial and philanthropic commitments he made have the opportunity to continue to thrive. A financial restructuring associated with Chapter 11 will help to provide the necessary framework and safeguards to let us be there for our creditors, vendors, employees, guests and members of the community who benefit from the continued generosity of the legendary hotelier." JQH operates 35 hotels, representing approximately 8,500 guest rooms/suites in 16 states. The diverse hotel portfolio spans Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection branded properties. The well-known company employs more than 4,000 associates, including the 2015 General Manager of the Year for the Embassy Suites by Hilton brand. Several of JQH's properties are included in the TripAdvisor (R) Certificate of Excellence Hall of Fame for achieving TripAdvisor's Certificate of Excellence for five consecutive years. Ms. Dowdy added, "JQH is a process-oriented and budget-minded organization. We foresee this being a strategic and necessary move in the best interests of those to which we have financial responsibility. We do not feel the approach will adversely affect our guests, who will continue to enjoy exceptional stays at our award-winning hotels across the country." JQH's Senior Vice president and General Counsel Gregg Groves is serving as in-house legal counsel in connection with the Chapter 11, while Stinson Leonard Street LLP is acting as outside counsel for the restructuring. For more information about the Chapter 11 case, including access to Court documents, please visit http://www.bmcgroup.com/jqh About John Q. Hammons Hotels & Resorts Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. JOHN Q. HAMMONS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- 1.) John Q. Hammons Fall 2006, LLC 16-21142 300 John Q Hammons Parkway, Suite 900 Springfield, MO 65806 2.) Junction City Catering Co., Inc. 16-21139 3.) The Revocable Trust of John Q. Hammons dated December 16-21140 4.) JQH - Olathe Development, LLC 16-21141 5.) Hammons, Inc. 16-21143 6.) John Q. Hammons Hotels Development, LLC 16-21144 7.) ACLOST, LLC 16-21145 8.) John Q. Hammons 2015 Loan Holdings, LLC 16-21146 9.) JQH - Lake of the Ozarks Development LLC 16-21147 10.) John Q. Hammons Hotels Management I Corporation 16-21148 11.) KC Residence Catering Co., Inc. 16-21149 12.) JQH - Concord Development LLC 16-21150 13.) John Q. Hammons Hotels Management II, L.P. 16-21151 14.) Bricktown Residence Catering Co. Inc. 16-21152 15.) John Q. Hammons Hotels Management, LLC 16-21153 16.) Hammons of Huntsville, LLC 16-21154 17.) La Vista CY Catering Co., Inc. 16-21155 18.) Chateau Catering Co. Inc. 16-21156 19.) Hammons of Oklahoma City, LLC 16-21157 20.) La Vista ES Catering Co., Inc. 16-21158 21.) JQH - Ft. Smith Development, LLC 16-21159 22.) Hammons of South Carolina, LLC 16-21160 23.) Civic Center Redevelopment Corp 16-21161 24.) Lincoln P Street Catering Co., Inc 16-21162 25.) Hammons of Lincoln, LLC 16-21163 26.) JQH - East Peoria Development, LLC 16-21164 27.) Hammons of New Mexico, LLC 16-21165 28.) Loveland Catering Co., Inc. 16-21166 29.) Hammons of Tulsa, LLC 16-21167 30.) Concord Golf Catering Co. Inc. 16-21168 31.) JQH - Glendale, AZ Development, LLC 16-21169 32.) Manzano Catering Co., Inc. 16-21170 33.) JQH - San Marcos Development, LLC 16-21171 34.) Hammons of Sioux Falls, LLC 16-21172 35.) Hammons of Rogers, Inc. 16-21173 36.) JQH - Allen Development, LLC 16-21174 37.) Murfreesboro Catering Co., Inc. 16-21175 38.) Concord Hotel Catering Co. Inc. 16-21176 39.) JQH - Kansas City Development, LLC 16-21177 40.) Normal Catering Co., Inc. 16-21178 41.) OKC Courtyard Catering Co., Inc. 16-21179 42.) JQH - Norman Development, LLC 16-21180 43.) East Peoria Catering Co. Inc. 16-21181 44.) R-2 Operating Co., Inc. 16-21182 45.) Chateau Lake, LLC 16-21183 46.) Fort Smith Catering Co. Inc. 16-21184 47.) Rogers ES Catering Co., Inc. 16-21185 48.) JQH - La Vista III Development, LLC 16-21186 49.) Franklin/Crescent Catering Co. Inc. 16-21187 50.) SGF-Courtyard Catering Co., Inc. 16-21188 51.) JQH - La Vista Conference Center Development, LLC 16-21189 52.) Sioux Falls Convention/Arena Catering Co., Inc. 16-21190 53.) JQH - Murfreesboro Development, LLC 16-21191 54.) Glendale Coyotes Catering Co. Inc. 16-21192 55.) St. Charles Catering Co., Inc. 16-21193 56.) JQH - Normal Development, LLC 16-21194 57.) Tulsa/169 Catering Co., Inc. 16-21195 58.) Glendale Coyotes Hotel Catering Co. Inc. 16-21196 59.) JQH - Oklahoma City Bricktown Development, LLC 16-21197 60.) U.P. Catering Co., Inc. 16-21198 61.) JQH - Rogers Convention Center Development, LLC 16-21199 62.) Hammons of Colorado LLC 16-21200 63.) JQH - La Vista CY Development, LLC 16-21201 64.) Huntsville Catering, LLC 16-21202 65.) Hampton Catering Co. Inc. 16-21203 66.) Hot Springs Catering Co. Inc. 16-21204 67.) International Catering Co. Inc. 16-21205 68.) Joplin Residence Catering Co. Inc. 16-21206 69.) JQH - Pleasant Grove Development LLC 16-21207 70.) Hammons of Richardson, LLC 16-21208 71.) Richardson Hammons LP 72.) Hammons of Franklin, LLC Type of Business: The Debtors collectively operate as an enterprise known as John Q. Hammons Hotels & Resorts. Chapter 11 Petition Date: June 26, 2016 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Hon. Robert D. Berger Debtors' Counsel: Mark A. Shaiken, Esq. Mark S. Carder, Esq. Nicholas Zluticky, Esq. STINSON LEONARD STREET LLP 1201 Walnut, Suite 2900 Kansas City, MO 64106 Tel: (816) 842-8600 E-mail: mark.carder@stinson.com mark.shaiken@stinson.com nicholas.zluticky@stinsonleonard.com Debtors' Victor F Weber, Esq. Conflicts MERRICK BAKER AND STRAUSS PC Counsel: 1044 Main, Ste 400 Kansas City, MO 64105 Tel: 816-221-8855 Fax: 816-221-7886 E-mail: victor@merrickbakerstrauss.com Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petitions were signed by Greggory D Groves, vice president. The Debtors did not file a list of their 20 largest unsecured creditors together with the petitions. They, however, filed a motion seeking authorization to (a) prepare a consolidated list of creditors in lieu of submitting individual mailing matrices, (B) file a consolidated list of the Debtors' 40 Largest Unsecured Creditors and (C) mail initial notices filed on behalf of Debtor John Q. Hammons Fall 2006, LLC. JOY-KAY INC: Wants Exclusive Plan Filing Deadline Moved to Oct. 30 ------------------------------------------------------------------ Joy-Kay, Inc. t/a Super Saver Liquors, asks the U.S. Bankruptcy Court for the District of New Jersey to extend exclusive period to file a plan for 90 days through Oct. 30, 2016. A hearing on the request is set for July 19, 2016, at 11:00 am. The Debtor's current exclusive period to file a plan expires on Aug. 1, 2016. The Debtor's landlord commenced an action to obtain possession of the Debtor's liquor store/bar in the Plaza Shopping Center, which was scheduled for trial on Feb. 4, 2016. The action to obtain possession of the premises was automatically stayed upon the filing of the Debtor's Chapter 11 proceeding. Shortly after the Petition Date, Debtor filed an adversary proceeding against its landlord alleging that the landlord had no right to terminate the lease and seeking a declaratory judgment as to Debtor's rights under the lease. The landlord filed a motion for relief from the automatic stay pursuant to Section 362 of the Bankruptcy Code seeking an order to allow it to continue prosecution of the action for possession of the Debtor's premises. The Debtor and its landlord ultimately settled the issues raised in the Debtor's adversary proceeding and the landlord's motion by generally agreeing that the Debtor would vacate the premises on or before April 7, 2016, and that the landlord waived all claims against and released Debtor. In addition to resolving its claims with the landlord, pursuant to an order entered by the Court on Feb. 26, 2016, the Debtor was authorized to retain Delaney Restaurant Realty as a broker to market its class C liquor license for sale. Delaney Restaurant has been actively marketing the license for sale since its retention. Delaney Restaurant secured a $250,000 offer for the purchase of the Debtor's liquor license. In addition, Debtor recently received an CXpression of interest from another prospective purchaser who advises it is prepared to pay more than the $250,000 offer. The deadline for creditors to file a proof of claim expired on June 7, 2016, except for governmental units which have 180 days from the Petition Date, or until Aug. 1, 2016, to file proofs of claim. The Debtor needs additional time to consider the competing offers, finalize a contract for the sale of its liquor license, file a motion to approve the sale and thereafter file a liquidating plan. The Debtor has, during its exclusive period, resolved a substantial claim of the landlord and obtained an offer for its liquor license which will provide a substantial dividend to creditors and may even result in funds being available for equity holders. The Debtor should be in a position to finalize an agreement of sale for its liquor license promptly and thereafter be in a position to file a motion to approve a sale and move for confirmation of a liquidating plan. The Debtor's counsel can be reached at: SHAPIRO, CROLAND, REISER, APFEL & DI IORIO, LLP John P. Di Iorio, Esq. Continental Plaza 11 411 Hackensack Avenue Hackensack, NJ 07601 Tel: (201) 488-3900 Fax: (201) 488-9481 E-mail: jdiiorio@shapiro-croland.com Joy-Kay, Inc. t/a Super Saver Liquors, operated a liquor store/bar from premises it had leased for approximately 23 years in the Plaza Shopping Center in Wayne, New Jersey. Joy-Kay, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 16-11988) on Feb. 3, 2016. K&K ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: K&K Enterprises and Trucking, LLC 180 Thaxton Lane Roberta, GA 31078 Case No.: 16-51274 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Wesley J. Boyer, Esq. KATZ, FLATAU, POPSON & BOYER, LLP 355 Cotton Avenue Macon, GA 31201 Tel: 478-742-6481 E-mail: wjboyer_2000@yahoo.com Wes@WesleyJBoyer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kenneth S. Thaxton, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb16-51274.pdf LEWIS HEALTH: Exclusive Plan Filing Period Extended to Sept. 26 --------------------------------------------------------------- Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of Lewis Health Institute, Inc., the exclusive period for the Debtor to file a plan of reorganization through and including Sept. 26, 2016, and the Debtor's exclusive period to solicit acceptances of its plan of reorganization for 60 days, through and including Nov. 25, 2016. As reported by the Troubled Company Reporter on June 14, 2016, the Debtor sought the extensions, saying that it has no intent to hinder or delay any payments due HCA Health Services of Florida, Inc., and that it is not seeking the extensions to delay the administration of the case or to pressure creditors to accept an unsatisfactory plan. The Debtor attended a mediation with its largest creditor in December 2015. At that time, the Debtor and the creditor entered into a settlement agreement, which was approved by the Court on Jan. 20, 2016. The Debtor is in the process of finalizing and determining treatment of its creditors through the Chapter 11 Plan. The Debtor can be reached through its counsel: Craig I. Kelley, Esq. Kelley & Fulton, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 E-mail: craig@kelleylawoffice.com About Lewis Health Institute Lewis Health Institute, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-25980) on Sept. 3, 2015. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's bankruptcy counsel. LINC USA GP: Bid to Pay Wages, Hire KCC Challenged -------------------------------------------------- The Official Committee of Unsecured Creditors of Linc USA GP, et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas an omnibus objection to: A. Debtors' Emergency Motion for Order (I) Authorizing Debtors to (A) Pay Prepetition Wages and Salaries to Employees and (B) Pay Prepetition Benefits and to Continue Benefit Programs In the Ordinary Course, and (II) Authorizing Financial Institutions to Honor All Related Checks and Electronic Payment Request B. Debtors' Emergency Application for Entry of an Order Authorizing the Retention and Appointment of Kurtzman Carson Consultants LLC as Notice, Claims and Balloting Agent. The Committee argued that the Debtors have not provided critical details about the severance program, specifically, the exact amounts to be paid and the conditions of payment. In addition, the Debtors state without further explanation that they "intend to offer severance pay to employees who choose not to accept employment with any purchaser of the Debtor's assets." The Committee asserted that the panel and all other parties-in-interest are entitled to know the details of the severance program for which the Debtors seek approval. With respect to insiders, i.e., presumably most if not all of the nine management-level employees mentioned, the Debtors are required to demonstrate that the proposed severance payments comply with 11 U.S.C. Sec. 503(c)(2). Section 503(c) which requires that any severance payment to insiders be part of a program generally applicable to all full-time employees, and that the amount of the payment received by the insider be not greater than ten times the mean severance payment received by nonmanagement employees during the same year. The Debtors have not made this showing. Severance payments to noninsiders must be "justified by the facts and circumstances" as required by 11 U.S.C. Sec. 503(c)(3). This is a higher standard than the business judgment rule. The Debtors have not shown that severance payments to noninsiders are justified by the facts and circumstances. Also, the Committee filed a limited objection to the Debtors' Application for Entry of Order Authorizing the Retention of Kurtzman Carson Consultants LLC as Notice, Claims and Balloting Agent to provide that the Committee is similarly authorized to make use of KCC LLC as notice, claims, and balloting agent. Hugh Ray III, counsel for the Committee, on June 20, 2016, conferred with Jason Cohen, counsel for the Debtors, and both reached an agreement providing that the Committee may also make use of KCC as noticing agent. The Committee is represented by: Hugh M. Ray, III, Esq. Benjamin W. Hugon, Esq. Veronica F. Manning, Esq. MCKOOL SMITH, P.C. 600 Travis, Suite 7000 Houston, TX 77002 Tel: 713-485-7300 Fax: 713-485-7344 About Linc USA Each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana), LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32689) on May 29, 2016. Linc USA GP and its subsidiaries operate an independent oil and gas exploration and production business with a primary focus on conventional onshore and shallow state water properties along the Gulf Coast of Texas and properties in the Powder River Basin of Wyoming. The Debtors, through their majority owned subsidiary, Renaissance Umiat, LLC (which is not a Debtor), also own oil and gas properties in the Umiat field on Alaska's North Slope. The Debtors are ultimately owned by Linc Energy Ltd., an Australian corporation established in the year 2000, shares of which were listed on the Singapore Stock Exchange. Linc Energy Ltd. entered into voluntary administration in Australia on April 15, 2016. The Debtors estimated assets in the range of $50 million to $100 million and debts of up to $500 million. As of the Petition Date, the Debtors estimate that they owed approximately $5.8 million to their vendors. Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' notice, claims and balloting agent. Judge David R Jones presides over the cases. The U.S. Trustee has appointed three creditors of Linc USA GP and its affiliates to serve on the official committee of unsecured creditors. MALIBU LIGHTING: Exclusive Plan Filing Period Extended to Sept. 6 ----------------------------------------------------------------- The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has extended Malibu Lighting Corporation, et al.'s exclusive period to file a plan of reorganization through and including Sept. 6, 2016, and the period for the Debtor to obtain acceptances of the plan through and including Nov. 7, 2016. As reported by the Troubled Company Reporter on June 7, 2016, the Debtors sought to extend the exclusive period to file a plan through and including Oct. 4, 2016, and the period for the Debtor to obtain acceptances of the plan through and including Dec. 5, 2016, saying that they, in consultation with the Official Committee of Unsecured Creditors, are in the process of reconciling the proofs of claim received with the schedules and filing appropriate omnibus claim objections. The effort is ongoing and is facilitating settlement negotiations between the Debtors and Committee, as the magnitude of the general unsecured claims pool is becoming clearer. The Debtors are also in the process of selling their remaining real estate interests. About Malibu Lighting Malibu Lighting Corporation, Outdoor Direct Corporation, National Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit Corporation, Treasure Sensor Corporation and Stubbs Collections Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12080) on Oct. 8, 2015. The petition was signed by David M. Baker as chief restructuring officer. Judge Kevin Gross is assigned to the case. MLC was a manufacturer and supplier of outdoor and landscape lighting products, such as solar and low voltage lights and home security lights, including the parts and accessories associated with these products. ODC was a manufacturer and supplier of a variety of consumer goods, including (a) outdoor cooking products, such as outdoor gas grills, charcoal grills, smokers and fryers, (b) hand held lighting products, like flashlights and spotlights, (c) landscape lighting products, and (d) parts and accessories associated with the foregoing products. MLC and ODC are currently winding down operations as a result of the termination of a business relationship with principal customer, Home Depot. NCOC is a manufacturer and supplier of both branded and private label pet bedding and pet accessory products. NCOC manufactures beds, accessories, and deodorizers for dogs as well as beds, scratching posts, and toys for cats. In addition, NCOC markets and sells boat covers manufactured primarily from Chinese suppliers. Malibu estimated assets and liabilities of $10 million to $50 million in its bankruptcy petition. The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as counsel, Piper Jaffray Co. as investment banker, and Kurtzman Carson Consultants as claims and noticing agent. On Oct. 20, 2015, an official committee of unsecured creditors was appointed by the Office of the United States Trustee. No request has been made for the appointment of a trustee or an examiner in these cases. MARCLAY EMS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Marclay EMS, Inc. Marclay EMS, Inc., successor to Marclay Community Ambulance Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21671) on May 2, 2016. The Debtor is represented by Daniel R. White, Esq., at Zebley Mehalov & White, P.C. MARINA BIOTECH: Demands $2-Mil. Milestone Payment from Retrophin ---------------------------------------------------------------- Marina Biotech, Inc., entered into an Asset Purchase Agreement with Cypress Biosciences on Aug. 25, 2010, pursuant to which, among other things, the Company sold PCT/US 2007/079994 (of which US patent application 13/204,485 represents a continuation) to Cypress for the consideration described in the Cypress Agreement. US patent application 13/204,485 resulted in the issuance of US patent application no. 9,023,793 on March 5, 2015. US patent application 13/204,485 was assigned by Cypress to Kyalin Biosciences, Inc. on or about Dec. 21, 2011, and was further assigned to Retrophin, Inc. upon its acquisition of Kyalin Biosciences, Inc. on or about Dec. 12, 2013. As a result of the foregoing assignments, the Company believes that Retrophin is obligated to pay any relevant milestones due to the Company under the Cypress Agreement. "We believe that, as a result of the issuance of US patent no. 9,023,793 on May 5, 2015, the Company became entitled to receive a milestone payment in the amount of $2,000,000 under the Cypress Agreement. The Company has advised Retrophin of its claim to payment of this milestone. However, Retrophin has denied the Company's claim. Although the Company intends to vigorously pursue its right to receive the milestone payment, there can be no assurance that the Company will be successful in its endeavors to receive the payments to which it believes it is entitled," the Company said in a regulatory filing with the Securities and Exchange Commission. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $6.47 million on $500,000 of license and other revenue for the year ended Dec. 31, 2014, compared to a net loss of $1.57 million on $2.11 million of license and other revenue in 2013. As of March 31, 2016, Marina had $7.17 million in total assets, $5.69 million in total liabilities and $1.48 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARION AVENUE: Exclusive Plan Filing Deadline Moved to July 27 -------------------------------------------------------------- The Hon. Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Marion Avenue Management LLC, the Debtor's exclusive periods to file a plan of reorganization and solicit acceptances of the plan for 60 days to July 27, 2016, and Sept. 26, 2017, respectively. As reported by the Troubled Company Reporter on May 31, 2016, the Debtor anticipates that a plan will be filed well before the proposed extension expires. While the Debtor believes that it is unlikely that any other entity will seek to file a plan, maintaining an orderly process is necessary, and the Debtor is concerned that the case could become unsettled without an extension of both exclusive periods. Headquartered in New York, Marion Avenue Management LLC owns certain commercial real property located at 314-326 East 194th Street, Bronx, New York, with seven commercial tenants. It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10213) on Jan. 29, 2016, listing $2.01 million in total assets and $554,169 in total liabilities. The petition was signed by Sion Sohayegh, manager. Judge James L. Garrity, Jr., presides over the case. Ted Donovan, Jr., Esq., and Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel. MC FLATBED: Has Until July 11 to Solicit Acceptance of Plan ----------------------------------------------------------- The Hon. Carl. L. Bucki of the U.S. Bankruptcy Court for the Western District of New York has entered a bridge order pending a July 11, 2016 hearing on MC Flatbed and Towing Service Inc.'s request for extension of the exclusive period within which to obtain confirmation of a plan of reorganization and solicit votes. The Court extended the Exclusive Period through and including July 11, 2016. MC Flatbed and Towing Service Inc. filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 15-11561) on July 22, 2015. Thomas Denny, Esq., at the Law Office of Thomas Denny serves as the Debtor's bankruptcy counsel. MCK MILLENIUM: Wants Plan Filing Deadline Moved to Oct. 21 ---------------------------------------------------------- MCK Millennium Centre Retail LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the Debtor's exclusivity and time to file its plan and disclosure statement through and including Oct. 21, 2016. The Debtor's exclusive period to file its plan ends on June 24, 2016. Pursuant to subsequent court order, the plan and disclosure statement deadlines were extended to June 27, 2016. On May 13, 2016, a certain stipulation and interim order authorizing cash collateral use. Under the terms of that agreement, the Debtor and lender MLMT 2005-MKB2 Millennium Centre Retail LLC stipulated that the filing of a plan and disclosure statement by the Debtor without the prior approval of the Lender would terminate the authorization to use cash collateral. Under the terms of that agreement, the Debtor and the Lender also stipulated that the Debtor must either sell or refinance its real property by July 15, 2016. The Debtor and Lender have negotiated the terms of a final cash collateral order which extends the sale or refinancing deadline to Oct. 14, 2016. The Debtor believes that the best use of its time and resources at this point in the case is to focus on working towards case resolution by sale of the Debtor's real property or by refinancing thereof, rather than focusing on negotiating a plan and disclosure statement which will necessarily change over time as the means of case resolution becomes certain. The Debtor's counsel can be reached: Jonathan D. Golding, Esq. THE GOLDING LAW OFFICES, PC 500 N. Dearborn Street, 2nd Floor Chicago, IL 60654 Tel: (312) 832-7892 Fax: (312) 755-5720 E-mail: jgolding@goldinglaw.net MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and disclosed $16.2 million in assets and $9.50 million in liabilities as of the Petition Date. The Debtor is represented by Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The Golding Law Offices, P.C. The Debtor hired Kraft Law Office as its special real estate counsel. Lender MLMT 2005 MKB2 Millennium Centre Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave LLP. MERIDIAN MEDICAL SYSTEMS: Court Junks Carr, et al.'s Appeal ----------------------------------------------------------- Judge D. Brock Hornby of the United States District Court for the District of Maine denied the motion for leave to appeal and dismissed without prejudice the appeal captioned KENNETH CARR AND APPLIED THERMOLOGIC, LLC, Appellants, v. JEFFREY CARR AND ROBERT ALLISON, Appellees, v. MERIDIAN MEDICAL SYSTEMS, LLC, Appellee, Civil No. 2:16-CV-38-DBH (D. Maine). Appellant Kenneth requests leave to appeal the Bankruptcy Court's Order not to abstain and remand the lawsuit to the Business and Consumer Court. The bankruptcy case is IN RE: MERIDIAN MEDICAL SYSTEMS, LLC, CHAPTER 11 Debtor, K. Case No. 15-20640 PGC (Bankr. D. Maine). The KENNETH CARR AND APPLIED THERMOLOGIC, LLC, Appellants, v. JEFFREY CARR AND ROBERT ALLISON, Appellees, v. MERIDIAN MEDICAL SYSTEMS, LLC, Appellee, Adversary Case No. 15-2028 (Bankr. D. Maine). A full-text copy of the Decision and Order dated June 10, 2016 is available at https://is.gd/UvRanS from Leagle.com. KENNETH CARR, Appellant, is represented by TIMOTHY J. BRYANT, Esq. -- tbryant@preti.com -- PRETI, FLAHERTY, BELIVEAU, & PACHIOS, LLP. JEFFREY CARR, Appellee, is represented by TIMOTHY J. MCKEON, BERNSTEIN SHUR SAWYER & NELSON. ROBERT ALLISON, Appellee, is represented by TIMOTHY J. MCKEON, Esq. -- tmckeon@bernsteinshur.com -- BERNSTEIN SHUR SAWYER & NELSON. MERIDIAN MEDICAL SYSTEMS LLC, Debtor, is represented by BRUCE B. HOCHMAN, Esq. -- bhochman@eatonpeabody.com -- EATON PEABODY, ERICA M. JOHANSON, Esq. -- ejohanson@eatonpeabody.com -- EATON PEABODY & NEAL F. PRATT, Esq. -- npratt@eatonpeabody.com -- EATON PEABODY. MID-STATES SUPPLY: Exclusive Plan Filing Deadline Moved to Sept. 6 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Missouri has extended, at the behest of Mid-States Supply Company Inc., the exclusive period for the Debtor to file a plan of reorganization by an additional 92 days, until Sept. 6, 2016, the exclusive period for the Debtor to solicit acceptances of the plan by an additional 91 days, until Nov. 4, 2016. As reported by the Troubled Company Reporter on May 31, 2016, the Debtor contemplates filing a joint plan with the Official Committee of Unsecured Creditors, and believes it will be in a position to do so well before Sept. 6. The Debtor says that it is seeking the extensions to permit the Debtor the opportunity to work with the Committee to propose a viable Plan and submit a comprehensive Disclosure Statement. About Mid-States Supply Company Founded and headquartered in Kansas City, Missouri, Mid-States Supply Company, Inc., supplier of pipes, valves and fittings to ethanol, pipeline and power industries in the United States, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No. 16-40271) on Feb. 7, 2016. The petition was signed by Stuart Noyes as chief restructuring officer. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor LLC as financial advisor, SSG Advisors, LLC and Frontier Investment Banc Corporation as investment bankers, Tarsus CFO Services, LLC as chief financial officer services provider and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. An official committee of unsecured creditors has been appointed in the case and is represented by Marcus A. Helt, Esq., and Michael S. Haynes, Esq., at Gardere Wynne Sewell LLP. MIRARCHI BROTHERS: Hires Citrin Cooperman as Accountant ------------------------------------------------------- Mirarchi Brothers, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Citrin Cooperman as Accountant. The Debtor is not sufficiently familiar with the Standards for Accounting Practices and requires the service of Citrin Cooperman to: a. prepare on behalf of the Debtor federal, state and local tax returns; and b. assist in preparation of quarterly and annual financial statements. Citrin Cooperman will be paid at these hourly rates: Partners $350-$465 Other professionals $180-$350 Kevin Ryan, CPA, partner with the accounting firm of Citrin Cooperman, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Citrin Cooperman may be reached at: Kevin Ryan, CPA Citrin Cooperman 1800 JFK Boulevard Philadelphia, PA 19103 Telephone: 215.545.4800 Fax: 215.545.4810 About Mirarchi Brothers Mirarchi Brothers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-12534) on April 8, 2016. The petition was signed by Ralph Minarchi, Jr., president. The Debtor is represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. The case is assigned to Judge Jean K. FitzSimon. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. MO'TREES LLC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Mo'Trees, LLC. Mo'Trees, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 16-30442) on May 11, 2016. The petition was signed by James C. Moulton, manager. The case is assigned to Judge Jerry C. Oldshue Jr. The Debtor is represented by Richard Michael Colbert, Esq., at Richard M. Colbert PLLC. At the time of the filing, the Debtor disclosed $8.78 million in total assets and $3.89 million in total liabilities. MURPHY OIL: Fitch Affirms 'BB+' IDR, Outlook Revised to Negative ---------------------------------------------------------------- Fitch Ratings has affirmed Murphy Oil Corporation's (Murphy; NYSE: MUR) Long-Term Issuer Default Rating (IDR) and unsecured debt ratings at 'BB+'. The Rating Outlook is revised to Negative from Stable. The Negative Outlook reflects Fitch's concerns about longer term liquidity and the possibility that the company may have to accept accommodative bank and capital market terms in order to preserve its financial flexibility. Fitch believes heightened liquidity risks have resulted from the company's revolver going current (as of June 14) and from bank syndicates' reduced willingness to manage their oil & gas exposure in the current downcycle. The Outlook also reflects a loss of operational momentum and potential for further asset sales, concerns that could continue to result in reduced size and scale under a lower-for-longer scenario. Approximately $3.2 billion in debt, excluding capitalized leases, is affected by today's rating action. A full list of rating actions follows at the end of this release. KEY RATING DRIVERS Murphy's ratings are supported by its high exposure to liquids (66% production and 64% of reserves, with a relatively high cut of crude oil); historically strong full cycle netbacks; good operational metrics, including robust reserve replacement and three-year finding, development, and acquisition (FD&A) costs; operator status on a majority of its properties which supports further capex flexibility; and its position in the Eagle Ford, one of the premier onshore shale plays in the U.S. and an anchor of future ratable production growth for the company. These considerations are offset by near- and longer-term liquidity concerns and the potential for reduced size and scale in a lower-for-longer scenario. Fitch recognizes that Murphy has taken a range of actions to preserve its credit quality in response to the oil price downturn including cutting capex, increasing hedges when possible, shoring up liquidity through asset sales, and, most recently, cancelling two deep water rig contracts. These actions were moderated by $250 million in share repurchases in 1H 2015 and the recent C$267 million purchase (approximately US$208 million; assuming $0.78 USD/CAD FX rate) of earlier-stage Duvernay and Montney properties in Q2 2016, plus C$219 million (approximately US$171 million) Duvernay carry over four to five years. Fitch believes that the company's options for dealing with a lower-for-longer scenario have narrowed, as additional sales are likely to involve higher quality E&P assets and shrink the company further. Fitch views the company's nearly $250 million in annual dividends as a potential liquidity lever with reductions a distinct possibility. The company reported an approximately 2% year-over-year increase in net proved reserves of 774 million barrels of oil equivalent (mmboe) at year-end 2015 mainly due to Eagle Ford and U.S. Gulf of Mexico additions offset by Malaysia reductions largely related to the sale of a 10% interest in January 2015. Production, however, decreased approximately 8% year-over-year to nearly 208 thousand boe per day (mboepd; approximately 61% crude oil) for the year-ended 2015 primarily due to lower Malaysia production. This results in a reserve life of about 10 years. First quarter 2016 production of nearly 197 mboepd, an approximately 11% year-over-year decline, illustrates the effects of asset sales and operational momentum loss, albeit higher than management's initial expectations. Production is anticipated to continue declining throughout the year to an annual average rate of 180-185 mboepd due to reduced investment. Annual production will be further impacted by the recently completed Syncrude asset sale (under 12 mboepd in 2015) and Duvernay and Montney transaction (approximately 4 mboepd). Liquids mix dropped to approximately 66% in 2015 from around 67% in 2014. Fitch-calculated unhedged cash netbacks declined year-over-year to $18.44/boe, or approximately 59%, mainly due to the decline in oil & gas prices. This unhedged cash netback profile is favorably above the average of independent E&P peers largely related to advantaged Malaysia oil & gas prices and manageable cost profile. Fitch believes the company's Malaysia production sharing arrangements (32% of total 2015 production) help mitigate the cash flow impacts of lower prices, while its onshore North America plays provide considerable financial and operational flexibility. Fitch also expects management to step back from offshore exploration activities medium term. However, Fitch recognizes that the Duvernay and Montney's earlier-stage of development and Eagle Ford's operational momentum loss will likely require time and capital to achieve and/or re-establish their growth profiles. Credit metrics have increased through-the-cycle due a combination of lower oil & gas prices and, during Q1 2016, higher gross debt levels. Debt/EBITDA increased year-over-year to 1.9x for yearend 2015 compared to 0.8x in 2014. The Fitch-calculated debt/LTM EBITDA, debt/1p reserves, debt/proved developed (PD) reserves, and debt/flowing barrel were approximately 2.5x, $4.43/boe, $7.16/boe, and $17,442, respectively, as of March 31, 2016. These credit metrics are generally consistent with or better than similarly rated North American E&P peers. MEASURED OUTSPEND, WIDER CASH FLOW METRICS FORECAST Fitch's base case projects that Murphy will be approximately $200-$300 million FCF negative in 2016. Fitch expects cash-on-hand and proceeds from the nearly C$1.5 billion (approximately US$1.2 billion) in completed Canadian asset sales to be used to fund the completed C$267 million (approximately US$208 million) Duvernay and Montney purchase, cover the forecasted FCF shortfall, and repay revolver borrowings. The Fitch base case results in 2016 debt/EBITDA of approximately 2.7x. This year-over-year increase mainly reflects the declining production profile and Fitch's lower oil & gas price assumptions. Upstream credit metrics are expected to be improve incrementally under Fitch's assumption that the company will fully repay the credit facility with asset sale proceeds. The Fitch base case forecasts that debt/EBITDA improves to 1.8x in 2018 with an improvement in Fitch's oil & gas price assumptions and moderately lower production. Murphy has entered into 2016 swaps for approximately 22.5 mboepd, or roughly 47%, of U.S. oil production and approximately 59 mcf/d, or around 28%, of Western Canadian natural gas production. The company reported a derivative asset value of nearly $66 million as of March 31, 2016, which excludes the addition of 5 mboepd of WTI swaps for the second half of 2016 at an average price of $45.30/bbl. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Murphy include: -- WTI oil price that trends up from $35/barrel in 2016 to a long-term price of $65/barrel; -- Henry Hub gas that trends up from $2.25/mcf in 2016 to a long- term price of $3.25/mcf; -- Pro forma production of approximately 178 mboepd in 2016 followed by a further decline in 2017 and a measured growth profile thereafter; -- Liquids mix declines to 62% followed by a relatively unchanged profile thereafter; -- Capital spending of $620 million in 2016, consistent with management guidance, followed by a relatively balanced capital spending profile; -- Net asset sale proceeds of approximately C$1.2 billion from completed transactions in 2016 and no additional sales over the forecast period; -- Dividend reduction during 2016; -- Repayment of existing borrowings under and successful renegotiation of credit facility; -- $550 million unsecured note due 2017 refinanced. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: For an upgrade to 'BBB-': -- Enhanced long-term liquidity profile, and; -- Increased size and scale, as well as operational momentum improvement and capital allocation focus; -- Mid-cycle debt/EBITDA under 2.0x on a sustained basis; -- Debt/flowing barrel under $17,500-$20,000, debt/1p below $5.00-$5.50/boe, and/or debt/PD around $7.00-$7.50/boe on a sustained basis. To resolve the Negative Outlook at 'BB+': -- Execution of credit facility renewal and demonstrated ability to manage liquidity profile that alleviates longer-term concerns; -- Establishment of a credit-conscious plan to address production declines and loss of operational momentum. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: For a downgrade to 'BB': -- Material deterioration in longer-term liquidity profile; -- Additional material loss of size, scale, and operational momentum that requires considerable capital and time to remedy; -- Debt/EBITDA above 2.5x-2.75x on a sustained basis; -- Debt/flowing barrel over $22,500-$25,000, debt/1p below $6.00- $6.50/boe, and/or debt/PD around $8.00-$8.50/boe on a sustained basis. LIQUIDITY, COVENANTS, AND MATURITY PROFILE Cash and equivalents were approximately $423 million as of March 31, 2016, with the majority held in Malaysia ($289 million) and Canada ($98 million). The company also had over $146 million in Canadian government securities with maturities greater than 90 days. Net proceeds from the completed Canadian asset sales will improve cash by approximately C$1.2 billion (nearly US$950 million). Additional liquidity is provided by the company's $2 billion senior unsecured credit facility (under $1 billion available, including letters of credit, as of March 31, 2016) due June 2017. The main covenant on the revolver is a 60% debt-to-capitalization ratio (approximately 36% at Dec. 31, 2015). Other covenant restrictions include limitation on liens, limits on asset sales and disposals, and limitations on mergers. Murphy's maturity profile is manageable with the $550 million notes due December 2017. There are no additional maturities until June 2022. OTHER LIABILITIES Murphy's defined pension benefit plan was underfunded by approximately $273 million as of Dec. 31, 2015. Fitch believes that the expected size of service costs and contributions is manageable relative to mid-cycle fund flows from operations. Fitch also recognizes that changes made to the U.S. plan in conjunction with the 2013 spin-off of Murphy's retail marketing operation and the U.K. benefits freeze upon disposal of the U.K. downstream assets should help moderate future benefit obligations. Asset retirement obligations (AROs) increased modestly year-over-year to approximately $823 million as of March 31, 2016. Other contingent obligations, as of Dec. 31, 2015, include operating leases (over $83 million in expected 2016 payments; majority linked to Malaysian offshore facilities), drilling rigs and associated equipment (nearly $61 million in expected payments through 2017 expiration; a portion will be paid working interest partners), and U.S. and Canadian transportation and operating service agreements (over $30 million in minimum monthly payments in 2016). The company was required to pay over $32 million in 2015 under the terms of its minimum volume transportation and operating service agreements. FULL LIST OF RATING ACTIONS Fitch has affirmed Murphy's ratings as follows: Murphy Oil Corporation -- Long-Term IDR at 'BB+'; -- Senior unsecured notes at 'BB+/RR4'; -- Senior unsecured revolver at 'BB+/RR4'. The Rating Outlook is revised to Negative from Stable. NATIONAL BANK OF ANGUILLA: Files for Ch. 11 Bankruptcy Protection ----------------------------------------------------------------- William Tacon, as the Court appointed administrator of National Bank of Anguilla (Private Banking & Trust) Ltd., filed on behalf of the Debtor a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York. As of April 25, 2016, the Debtor has ceased operating and accepting new deposits. The Debtor has no secured creditors and its only material creditors are its 819 known depositors. In its petition, the Debtor listed $35 million in total assets and $37 million in total liabilities. The Debtor's operations (and another offshore bank, the Caribbean Commercial Investment Bank Ltd.) have been placed under administration pursuant to Section 31(2)(b) of the Financial Services Commission Act, R.S.A. by the Eastern Caribbean Supreme Court in the High Court of Justice Anguilla Circuit upon the application of the Financial Services Commission in Anguilla, the Debtor's regulator. The Regulator filed the Appication after the Debtor violated Section 30(2) of Trust Companies and Offshore Banking Act, R.S.A. c. T60 due to its failure to provide the FSC, on or before April 30, 2015, with audited accounts of its banking business for the financial year ended Oct. 31, 2014. Mr. Tacon has commenced legal proceedings in Anguilla against National Commercial Bank of Anguilla Ltd., the successor-in- interest to National Bank of Anguilla Ltd., the parent of the Debtor, seeking the return of US$175 million funds that were transferred to NBA. Mr. Tacon alleged that the Debtor was rendered insolvent by the transfer of those Funds. The Debtor has hired Reed Smith, LLP and Weinberg Zareh & Geyerhahn, LLP as counsel. The Chapter 11 case is assigned to Judge Martin Glenn. The Anguillian Proceeding On Aug. 12, 2013, the Eastern Caribbean Central Bank, which was the regulator of NBA, placed the affairs of NBA into conservatorship pursuant to the Eastern Caribbean Central Bank Agreement Act. As of that date, the Debtor's affairs were conducted in accordance with instructions given by, and under the management control of, individuals appointed from time to time by the ECCB as conservators of NBA (collectively, the "Conservator Directors"). According to Mr. Tacon, the Conservator Directors (acting on behalf of the Debtor) permitted the transfer or payment to NBA of (i) all monies denominated in U.S. Dollars received by the Debtor from depositors and (ii) the proceeds of all assets of the Debtor realized or collected, also denominated in U.S. Dollars. The Conservator Directors paid or otherwise transferred to NBA funds equivalent to approximately US$175 million, which Funds were deposited into an account in the United States at Bank of America. On April 22, 2016, the ECCB appointed a receiver to NBA and, on that date NBA ceased banking operations in Anguilla. According to a press release issued by the ECCB, NBA's banking operations were transferred on April 22, 2016, to a newly established bank, NCBA, which is understood to be wholly-owned by the Government of Anguilla. "I believe that the Debtor did not receive reasonably equivalent value in exchange for the transfer of the Funds and the Debtor was insolvent (or was rendered insolvent) by the transfer of the Funds to NBA. I have commenced legal proceedings in Anguilla against NCBA for the return of this money and sought leave of the court in Anguilla to commence an identical proceeding against NBA," Mr. Tacon said. Chapter 15 Case On May 26, 2016, Mr. Tacon filed, inter alia, a verified Chapter 15 petition for recognition of a foreign proceeding in the U.S. Bankruptcy Court for the Southern District of New York for recognition of the Anguillian proceeding as a "foreign main proceeding," thereby commencing Chapter 15 Case No. 16-11529(MG). By an Order Granting Verified Petition for Recognition of Foreign Proceeding under Chapter 15 and Motion in Support of Verified Petition and for Related Relief, the Bankruptcy Court recognized (a) the Anguillian proceeding as a "foreign main proceeding" and (b) Mr. Tacon as the Debtor's foreign representative. The Recognition Order further provides, inter alia, that the Administrator is entitled to conduct discovery, examine witnesses, seek and take evidence, and obtain information concerning the Debtor's assets, affairs, rights, obligations, or liabilities pursuant to Section 1521(a)(4) of the Bankruptcy Code. NATIONAL BANK OF ANGUILLA: Seeks to Shield Client Names in Ch. 11 ----------------------------------------------------------------- Tiffany Kary, writing for Bloomberg News, reported that lawyers seeking to recover $175 million for clients of a bankrupt Caribbean offshore bank are asking a U.S. judge to grant those customers the same confidentiality protections a court extended to people claiming clergy sex abuse. According to the report, U.S. Bankruptcy Judge Martin Glenn will weigh the matter when he considers whether the private-client unit of the National Bank of Anguilla can keep its customers' names secret while it tries to get their money back. Creditors typically must be identified in U.S. bankruptcies, the report said. The National Bank of Anguilla's private banking and trust division of filed for Chapter 11 bankruptcy in New York and is asking for permission to investigate its parent, as well as the National Commercial Bank of Anguilla, which took over its banking business, and the Eastern Caribbean Central Bank, the report related. The case arises as U.S. authorities are lifting the veil that has long obscured the identities of offshore banking clients, including customers of Swiss banks seeking to hide their assets from tax collectors, the report further related. The report noted that this year's leak of the so-called Panama Papers -- a trove of documents from a law firm specializing in setting up offshore companies -- has shed further light on the financial arrangements of people who would rather pass unnoticed. National Bank of Anguilla (Private Banking & Trust) Ltd., filed a Chapter 11 Petition on June 22, 2016 (Bankr. S.D.N.Y. Case No. 16-11806), and is represented by James C. McCarroll, Esq., Jordan W. Siev, Esq., and Kurt F. Gwynne, Esq., at Reed Smith, LLP, in New York; and Omid Zareh, Esq., at Weinberg Zareh & Geyerhahn, LLP, in New York. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimate debts. The Chapter 11 petition was signed by William Tacon, administrator. William Tacon, in his capacity as Administrator and Foreign Representative, filed a Chapter 15 Petition for National Bank of Anguilla (Private Banking & Trust) Ltd. on May 26, 2016 (Bankr. S.D.N.Y. Chapter 15 Case No. 16-11529). NEIMAN MARCUS: Bank Debt Trades at 10% Off ------------------------------------------ Participations in a syndicated loan under which Neiman Marcus Group Inc is a borrower traded in the secondary market at 89.61 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.58 percentage points from the previous week. Valeant Pharmaceuticals pays 300 basis points above LIBOR to borrow under the $2.9 billion facility. The bank loan matures on Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. NEWLEAD HOLDINGS: Time Charter for MT Newlead Granadino Extended ---------------------------------------------------------------- NewLead Holdings Ltd. announced that the charterer of MT Newlead Granadino has exercised its second option to extend the existing contract for an additional six months. The second extension is expected to commence at the end of July 2016. Thereafter, the charterer has the option to extend the existing contract for an additional six month period. The Newlead Granadino is a 2009-built bitumen tanker vessel of 5,887 dwt and is one of the five bitumen tanker vessels that were delivered to NewLead's fleet in 2014. As previously announced, on Sept. 15, 2015, NewLead had entered into a time charter contract for the Newlead Granadino for a minimum of six months with the charterer's option to extend the contract at the end of the first six months for additional six month periods up to a maximum of eighteen months. The Newlead Granadino is currently trading in North America and the Caribbean. The Vessel has all oil major approvals required to trade among the major refineries in these trading areas. The Newlead Granadino has transported 456,128 and 424,098 barrels of bitumen in 2014 and 2015, respectively. NewLead's bitumen fleet utilization for 2015 was 92.7% and the operating revenue from bitumen tanker vessels was approximately $15.7 million for the year ended Dec. 31, 2015, compared to approximately $1.35 million for the year ended Dec. 31, 2014. The utilization of the Newlead Granadino was 100% and 92.7% in 2014 and 2015, respectively. Mr. Michael Zolotas, chairman and chief executive officer of NewLead, stated, "The second extension of the current contract of Newlead Granadino reflects the satisfaction of the charterer by the operational performance of the Vessel amongst some of the most demanding trade routes and petroleum refineries of the world, as well as by NewLead's competitive and efficient management of its bitumen tanker vessels." Mr. Zolotas, added, "NewLead's strategy to become a leading bitumen marine transportation company is supported by the charterer's presented confidence in the commercial, operational and technical management of the Company." Mr. Zolotas, concluded: "We will continue to invest in the bitumen tanker sector both through maintaining our bitumen tanker vessels in the topmost operational condition, as well as through our intention to add new bitumen tanker vessels to our fleet soon. We are currently exploring joint venture opportunities with major oil refineries and traders in order to be able to develop further in the bitumen tanker sector." A complete list of NewLead's fleet as of June 22, 2016, is available for free at https://is.gd/v05GPb About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss attributable to the Company's common shareholders of US$97.1 million on US$27.8 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Holdings' common shareholders of US$100 million on US$12.07 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, NewLead had US$122 million in total assets, US$297 million in total liabilities, and a total shareholders' deficit of US$175 million. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred a net loss and utilized cash in operating activities for the year ended December 31, 2015 and as of December 31, 2015, has both a working capital deficiency and shareholders' deficit and, in addition, is in default on a significant portion of its outstanding obligations. All such events and conditions raise substantial doubt about the Company's ability to continue as a going concern. NORTHWEST PEDIATRIC: Wants Plan Filing Deadline Moved to Oct. 5 --------------------------------------------------------------- Northwest Pediatric Services S.C. asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive period for the Debtor to file its plan of reorganization and disclosure statement through and including Oct. 5, 2016, and the exclusive date to solicit acceptances of the plan through and including Dec. 13, 2016. A hearing on the Debtor's request is set for June 29, 2016, at 9:30 a.m. Pursuant to a May 6, 2016 court order, the Debtor has until July 18, 2016, to file its plan of reorganization and disclosure statement. A status hearing was set for July 20, 2016, at 10:00 a.m. The exclusive period by which the Debtor only may file a plan of reorganization and disclosure statement expires on July 6, 2016, and the exclusive period by which the Debtor only may gain acceptances to a plan of reorganization expires on Sept. 14, 2016. The Debtor was in the process of compiling financial information in connection with its plan of reorganization, when the Debtor's financial consultant, Larry Kammes, who was employed and paid by a third party entity, became critically ill and subsequently passed away on June 17, 2016. The Debtor is making good faith progress in formulating a plan of reorganization. The Debtor is paying its bills as they become due, all operating reports have been timely filed and all quarterly trustee fees have been timely paid. Good cause also exists in the disruption caused by Mr. Kammes' unfortunate passing. The Debtor's counsel can be reached at: Scott R. Clar, Esq. Brian P. Welch, Esq. Crane, Heyman, Simon, Welch & Clar 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 E-mail: sclar@craneheyman.com bwelch@craneheyman.com Headquartered in Elgin, Illinois, Northwest Pediatric Services S.C. dba Kid Care Medical S.C. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09373) on March 18, 2016, estimating its assets at between $100,000 and $500,000 and its liabilities at between $1 million and $10 million. The petition was signed by Orawan Sukavachana, M.D., president. Judge Jacqueline P. Cox presides over the case. Scott R Clar, Esq., at Crane, Heyman, Simon, Welch & Clar serves as the Debtor's bankruptcy counsel. On Feb. 29, 2012, the Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 12-07777). On May 22, 2013, the Debtor confirmed its Third Plan of Reorganization. IRS and IDR were secured and priority unsecured creditors in the previous Chapter 11 case. Under the terms of the Plan, IRS and IDR were to be given 20 payments over a five-year period. Each payment to the IRS was to be approximately $138,000. OLD TAMPA BAY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Old Tampa Bay Seafood Company, LLC. Headquartered in Saint Petersburg, Florida, Old Tampa Bay Seafood Company, LLC, dba I.C. Sharks filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-04576) on May 26, 2016, estimating its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. The petition was signed by Brian Storman, managing member. Jake C Blanchard, Esq., at Blanchard Law, P.A., is representing the Debtor. PACIFIC SUNWEAR: Court Certifies PAGA Claimants' Class Suit ----------------------------------------------------------- In the case captioned In re: PACIFIC SUNWEAR OF CALIFORNIA, INC., a California corporation, et al., Debtors, Case No. 16-10882 (LSS)(Jointly Administered)(Bankr. D. Del.), Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware granted in part and denied, in part, the motion of the class and California Labor Code Private Attorneys General Act (PAGA) claimants for leave to file class proof of claim. By the motion, Charles Pfeiffer and Tamaree Beeney sought permission to file proofs of claim in a representative capacity. First, Judge Silverstein concluded that there is no need to approve any claims brought under the PAGA. Second, the Judge certified the following: Class: All hourly, non-exempt employees of PacSun working in retail locations in the State of California from March 18, 2007 through the 181st day prior to the filing of the bankruptcy petition concerning Ms. Beeney's claims for: (a) failing to authorize and permit employees to take duty-free breaks every four hours or major fraction thereof and to compensate employees therefor; and (b) requiring employees to undergo security checks and perform closing duties off-the-clock without compensation. A full-text copy of Judge Silverstein's June 22, 2016 order is available at http://bankrupt.com/misc/deb16-10882-487.pdf. About Pacific Sunwear of California Founded in 1982 in Newport Beach, California, as a surf shop, Pacific Sunwear of California, Inc., operates in the teen and young adult retail sector, selling men's and womens apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. At present, the Company has approximately 593 retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations. The Company has 2,000 full-time workers. Through its ecommerce business, the Company operates an e-commerce site at http://www.pacsun.com/ On April 7, 2016, Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The cases are jointly administered under Case No. 16-10882 and are pending before the Honorable Laurie Selber Silverstein. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; and Prime Clerk LLC as claims and noticing agent. PATRIOT FLOORING: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Patriot Flooring Supplies, Inc. 16-18984 342 Pike Rd, Suite 14 West Palm Beach, FL 33411 Ponypic, LLC 16-18986 342 Pike Road, Suite 14 West Palm Beach, FL 33411 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtors' Counsel: Eric A Rosen, Esq. FOWLER WHITE BURNETT, P.A. 515 North Flagler Drive, Suite 2100 West Palm Beach, FL 33401 Tel: (561) 802-9044 Fax: (561) 209-7767 E-mail: erosen@fowler-white.com Patriot Flooring's Total Assets: $3.61 million Patriot Flooring's Total Liabilities: $4.03 million The petition was signed by Steven Hart, president. A copy of Patriot Flooring's list of 20 largest unsecured creditors -- which contains just two entries -- is available for free at http://bankrupt.com/misc/flsb16-18984.pdf PORTER BANCORP: 2006 Stock Plan Merged with 2016 Equity Plan ------------------------------------------------------------ Effective upon approval by the shareholders of Porter Bancorp, Inc. on May 25, 2016, the Porter Bancorp 2006 Stock Incentive Plan, as amended, was merged with and into the Porter Bancorp 2016 Omnibus Equity Compensation Plan. No additional shares were authorized for issuance under either the 2016 Plan or the 2006 Plan as a result of the merger of the two plans. The total aggregate number of common shares that may be issued or transferred under the 2016 Plan is the sum of the following: (i) the 303,592 common shares remaining available for issuance under the 2006 Plan but not subject to an outstanding award and not previously exercised, vested or paid as of May 25, 2016, plus (ii) the number of common shares subject to outstanding grants under the 2006 Plan as of May 25, 2016 (with shares subject to forfeited awards or withheld in cashless exercises or to pay withholding again becoming available for issuance). Outstanding grants under the 2006 Plan will continue in effect according to their terms as in effect before the merger of the two plans, and the shares with respect to outstanding grants under the 2006 Plan will be issued or transferred under the 2016 Plan. No new grants will be made under the 2006 Plan. This registration statement was originally filed on May 31, 2013, to register 800,000 additional shares authorized for issuance under the Porter Bancorp, Inc. A separate registration statement was filed March 13, 2015, to register 300,000 additional shares authorized for issuance under the Porter Bancorp, Inc. Amended and Restated 2006 Stock Incentive Plan. About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $3.21 million on $36.57 million of interest income for the year ended Dec. 31, 2015, compared to a net loss of $11.15 million on $39.51 million of interest income for the year ended Dec. 31, 2014. As of March 31, 2016, Porter Bancorp had $938 million in total assets, $904 million in total liabilities and $34.6 million in total stockholders' equity. The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that "the Company has incurred substantial losses in 2015, 2014 and 2013, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern." POSITIVEID CORP: Closes $143,000 SPA with Crossover Capital ----------------------------------------------------------- On June 22, 2016, PositiveID Corporation closed a Securities Purchase Agreement with Crossover Capital Fund I, LLC, dated June 17, 2016, providing for the purchase of two Convertible Redeemable Notes in the aggregate principal amount of $143,000, with the first note having an original principal balance of $71,500 and the second note having an original principal balance of $71,500. Crossover Note I has been funded, with the Company receiving net proceeds of $65,000 (net of original issue discount). With respect to Crossover Note II, Crossover issued a secured note to the Company in the same amount as initial payment for Crossover Note II. The funding of Crossover Note II is subject to certain conditions as described in the Crossover Secured Note, including that the Company meets the "current information requirements" of Rule 144 promulgated under the Securities Act of 1933, as amended. Crossover is required to pay the principal amount of the Crossover Secured Note in cash and in full prior to executing any conversions under Crossover Note II. The Crossover Notes bear an interest rate of 10%, which is payable in the Company's common stock based on the Conversion Formula, and are due and payable before or on June 17, 2017, provided that the holder of the Crossover Notes may at any time send in a notice of conversion to the Company for Interest Shares and the dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of the applicable note on the date of such notice. The Crossover Notes (subject to funding in the case of Crossover Note II) may be converted by Crossover at any time into shares of Company's common stock at a price equal to the lower of (i) $0.022 per share or (ii) a 37.5% discount to the lowest closing bid price of the Company's common stock as reported on the OTCQB for the 15 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent (provided such notice of conversion is delivered to the Company or its transfer agent after 4 p.m. Eastern Standard Time if the holder wishes to include the same-day closing price). Crossover Note II requires full payment of the Crossover Secured Note to the Company by Crossover before conversions may be made. The Crossover Notes are long-term debt obligations that are material to the Company. The Crossover Notes may be prepaid in accordance with the terms set forth in the Crossover Notes. The Crossover Notes also contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission, and increases in the amount of the principal and interest rates under the Crossover Notes in the event of such defaults. In the event of default, at the option of Crossover and in Crossover's sole discretion, Crossover may consider the Crossover Notes immediately due and payable. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $11.5 million on $2.94 million of revenues for the year ended Dec. 31, 2015, compared with a net loss attributable to common stockholders of $8.22 million on $945,000 of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, PositiveID had $3.61 million in total assets, $17.9 million in total liabilities, and a total stockholders' deficit of $14.3 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss, and used cash for operating activities of approximately $11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31, 2015, the Company had a working capital deficiency, a stockholders' deficit and an accumulated deficit of approximately $10,694,000, $11,842,000 and $144,161,000 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. QVL PHARMACY: Unsecureds May Recoup Up to 28% Under Plan -------------------------------------------------------- QVL Pharmacy Holdings, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts its Chapter 11 plan and disclosure statement on June 7, 2016. The Debtor has negotiated with White Winston Select Asset Funds LLC, the Debtor's senior secured creditor, and has obtained its agreement as to the following: (a) a limited release of all liens held by White Winston on all of the Debtor's pre-Petition Date Accounts Receivable -- which has a face value of $754,324 -- to allow the Debtor to use the proceeds from these Accounts Receivable to fund the payments to be made under the Plan; (b) the transfer of all Accounts Receivable to a Trust to be created for the benefit of all General Unsecured Creditors under the Plan, and White Winston also agreed to permit the Debtor to include those unpaid amounts due from the customers of the Debtor's former Dallas, Texas pharmacy which had been sold to a third party in 2014 under a transaction financed by White Winston and which obligations have been foreclosed by White Winston; (c) a payment to the Liquidating Trust to be made by White Winston on or about the date of the first anniversary of the Confirmation Date equal to the difference between (i) 15% of the Accounts Receivable, and (ii) the amount of Accounts Receivable collected by the Liquidating Trust by that date (but in no event shall the payment exceed $100,000; and (d) exit funding of $250,000 to be extended by (i) the holder of the Allowed Class 1B Interests to the Debtor under the terms of either an existing or a new Credit Facility on the Effective Date; and (ii) the holders of the Equity Interests to fund the payment of the Debtor's post-petition obligations, the Administrative Expenses, the Allowed Priority Claims of the Case, the Reorganized Debtor's operations going forward, and the Debtor's development of a software product based upon the Debtor's intellectual property. The Debtor has 22 Creditors holding General Unsecured Claims totaling $2,349,651.06. The Debtor intends to object to Claim Nos. 29-32 and No. 27. If those objections are successful, the total of General Unsecured Claims would be reduced to $401,585.37. The Holders of General Unsecured Claims are primarily trade Creditors who supplied goods and services to the Debtor's now closed retail pharmacies, and amounts due to various professionals and others. Under the Plan, the Allowed Class 3 Unsecured Claims -- $401,585.37 in (estimated) total -- will be paid a Pro Rata Share of an estimated $113,150 distribution. The foregoing estimate is based on a 15% recovery by the Liquidating Trust on the Accounts Receivable (15% of $754,324). A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mab15-14983-0069.pdf QVL Pharmacy Holdings, Inc., based in Boston, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14983) on December 29, 2015. Prior to the Petition Date, the Debtor operated a chain of retail pharmacies in Texas and Louisiana specializing in hard-to-find medications (including controlled medications) and dispensing written prescriptions. By December 31, 2014, the Debtor had closed or sold all of its operating pharmacies and now has a plan to develop its intellectual property and knowhow into a software product for sale or license to retail pharmacies. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Chad Collins, director. The Hon. Frank J. Bailey presides over the case. The Debtor is represented by: Stephen F. Gordon, Esq. Todd B. Gordon, Esq. Katherine P. Lubitz, Esq. THE GORDON LAW FIRM LLP River Place 57 River Street Wellesley, MA 02481 Tel: (617) 261-0100 Email: sgordon@gordonfirm.com tgordon@gordonfirm.com klubitz@gordonfirm.com The Debtor has tapped as CRO: Robert P. Mahoney, Chief Restructuring Officer Hillcrest Capital 929 White Plains Road, Suite #305 Trumbull, CT 06611 Facsimile: (203) 549-0592 Email: rmahoney@hillcrestco.com No Official Committee of Unsecured Creditors was appointed in this case. REPUBLIC AIRWAYS: Court Sets July 22 as General Claims Bar Date --------------------------------------------------------------- The Hon. Sean H. Lane, of the U.S. Bankruptcy Court for the Southern District of New York granted the request of Republic Airways Holdings Inc., et al. to establish deadlines by which proofs of claim based on prepetition debts or liabilities against any of the Debtors must be filed. The Court set: (a) July 22, 2016, at 4:00 p.m. (Eastern Time) as the General Bar Date; and (b) August 23, 2016, at 4:00 p.m. (Eastern Time) as the Governmental Bar Date. Judge Lane also approved the Debtors' proposed Proof of Claim Form, Bar Date Notice and Publication Notice, and notice and publication procedures. About Republic Airways Based in Indianapolis, Indiana, Republic Airways Holdings Inc., (OTCMKTS:RJETQ) owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. Republic Airways Holdings Inc. and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. RESIDENTIAL CAPITAL: Trust Reaches Settlements with Lenders ----------------------------------------------------------- The ResCap Liquidating Trust on June 23, 2016, disclosed that, since the close of the last quarter on March 31, 2016, it has entered into settlement agreements related to eleven pending indemnity and breach of contract actions against correspondent lenders of Residential Funding Company LLC ("RFC"). Settling defendants are DB Structured Products, Inc., on behalf of itself and as successor to MortgageIT, Inc., Gateway Bank F.S.B., Circle Mortgage Corp., Broadview Mortgage Corp., Fremont Bank, The Mortgage Outlet, Inc., Mortgage Network, Inc., CMG Mortgage, Inc., First Equity Mortgage Bankers,Inc., Americash and Wallick & Volk. Mitchell Sonkin, Chairman of the Board stated, "We are pleased that the Trust has been able to achieve the settlements. The Trust intends to continue to vigorously pursue other pending correspondent lender actions in order to maximize recoveries for unitholders." About the ResCap Liquidating Trust The ResCap Liquidating Trust was established under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC et al. for the purpose of liquidating and distributing the assets of the debtors in the bankruptcy case. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RIVERSIDE GENERAL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Riverside General Hospital, Inc. Riverside General Hospital, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-30603) on February 1, 2016. The Debtor is represented by James Q. Pope, Esq., at The Pope Law Firm. ROBERT SPENLINHAUER: Must File Amended Opening Brief by June 27 --------------------------------------------------------------- Judge F. Dennis Saylor, IV, of the United States District Court for the District of Massachusetts granted the U.S. Trustee's emergency motion to strike Robert J. Spenlinhauer's opening brief in his appeal of the United States Bankruptcy Court for the District of Massachussetts' decision to appoint William K. Harrington as a Chapter 11 Trustee. Judge Saylor found that Spenlinhauer's opening brief, filed on June 14, 2016, did not cite to the bankruptcy record, nor was it accompanied by an appendix containing relevant excerpts of the record. The judge ordered Spenlinhauer to file an amended opening brief and appendix that complies with all federal and local rules by June 27, 2016. The bankruptcy case is In re ROBERT J. SPENLINHAUER, individually and as trustee and beneficiary of RJS REALTY TRUST, C.C. CANAL REALTY TRUST, and CLASSIC AUTO REALTY TRUST, Debtor, No. 13-17191-JNF (Bankr. D. Mass.). The appealed case is ROBERT J. SPENLINHAUER, Appellant, v. WILLIAM K. HARRINGTON, United States Trustee for Region 1, Appellee, Bankruptcy Appeal No. 15-14223-FDS (D. Mass.). A full-text copy of Judge Saylor's June 16, 2016 order is available at https://is.gd/qc9pTX from Leagle.com. Robert J. Spenlinhauer, Individually and as Trustee and Beneficiary of RJS Realty Trust, Trustee and Beneficiary of C.C. 'Canal Realty Trust, Trustee an Beneficiary of Classic Auto Realty Trust is represented by: Gary W. Cruickshank, Esq. LAW OFFICE OF GARY W. CRUICKSHANK 21 Custom House St., Ste. 920 Boston, MA 02110-3507 Cooperative Bank of Cape Cod is represented by: Alex Michael Rodolakis, Esq. FLETCHER TILTON, PC 1597 Falmouth Road Centerville, MA 02632 Tel: (508)815-2500 Fax: (508)459-8300 Email: arodolakis@fletchertilton.com U.S. Trustee William K. Harrington is represented by: Eric K. Bradford, Esq. U.S. DEPARTMENT OF JUSTICE Office of the United States Trustee 5 Post Office Square, Suite 1000 Boston, MA 02109-3934 Tel: (617)788-0400 Fax: (617)565-6368 Paula Bachtell is represented by: Paula R.C. Bachtell, Esq. DEPARTMENT OF JUSTICE John W. McCormack Post Office 5 Post Office Square, 10th Fl Boston, MA 02109-3934 Tel: (617)788-0406 Fax: (617)565-6368 Lynne Riley is represented by: Lynne F. Riley, Esq. CASNER & EDWARDS 303 Congress Street Boston, MA 02210 Tel: (617)426-5900 Fax: (617)426-8810 Email: riley@casneredwards.com ROSETTA GENOMICS: Annual General Meeting Set for August 1 --------------------------------------------------------- Rosetta Genomics Ltd. notified the Securities and Exchange Commission that an annual general meeting of its shareholders will be held at the Philadelphia offices of the Company at 3711 Market St. Suite 740, Philadelphia, PA 19104, on Aug. 1, 2016, at 10:00 am (ET). The agenda of the meeting will be as follows: 1. Approval of the re-election of Mr. Roy Davis to serve as a Class III director of the Company for a three year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2019 in accordance with the Company's Articles of Association; 2. If Item 1 on the agenda of the Annual Meeting is approved, approval effective as of the date of the Annual Meeting, in accordance with Section 273(a) of the Israeli Companies Law, 5759-1999, of a grant to Mr. Roy Davis of an option to purchase up to 24,000 of the Company's ordinary shares, nominal (par) value NIS 0.6 each; 3. Approval of the re-election of Mr. Gerald Dogon to serve as a Class III director of the Company for a three year term commencing on the date of his election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2019 in accordance with the Company's Articles of Association; 4. If Item 3 on the agenda of the Annual Meeting is approved, approval effective as of the date of the Annual Meeting, in accordance with Section 273(a) of the Companies Law, of a grant to Mr. Gerald Dogon of an option to purchase up to 24,000 Ordinary Shares; 5. Approval of the re-election of Ms. Tali Yaron-Eldar to serve as a Class III director of the Company for a three year term commencing on the date of her election at the Annual Meeting and until the Annual General Meeting of the Company's shareholders to be held in 2019 in accordance with the Company's Articles of Association; 6. If Item 5 on the agenda of the Annual Meeting is approved, approval effective as of the date of the Annual Meeting, in accordance with Section 273(a) of the Companies Law of a grant to Ms. Tali Yaron-Eldar of an option to purchase up to 24,000 Ordinary Shares; 7. Approval effective as of the date of the Annual Meeting, in accordance with Section 273(a) of the Companies Law, of a grant to Mr. Joshua Rosensweig, a director of the Company, of an option to purchase up to 24,000 Ordinary Shares; 8. Approval of a compensation policy for the Company's directors and officers, in accordance with the requirements of the Companies Law; 9. Approval of an update to the remuneration for the chairs of committees of the Board of Directors of the Company; and 10. Approval of the re-appointment of Kost, Forer, Gabbay & Kasierer, a member firm of Ernst & Young Global, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016, and until the next Annual Meeting, and to authorize the Audit committee and the Board of Directors of the Company to determine the remuneration of KFGK in accordance with the volume and nature of their services; 11. To discuss the Consolidated Financial Statements of the Company for the fiscal year ended Dec. 31, 2015. About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Rosetta had US$22.4 million in total assets, US$2.80 million in total liabilities and US$19.62 million in total shareholders' equity. RUSSELL P. LEBKUECHER: BofA Files Sale-Based Plan ------------------------------------------------- Bank of America, N.A., filed with the Bankruptcy Court for the Eastern District of Pennsylvania a Plan of Reorganization and Disclosure Statement dated June 7, 2016, for debtor Russel P. Lebkuecher. The Debtor's exclusive period to file and confirm a plan of reorganization has expired, giving BofA the opportunity to propose its own Plan. BofA said its Plan provides a mechanism for the sale of certain of the Debtor's assets and the payment of all unsecured creditors in full upon the closing. The Debtor's principal business is Kasey Lynn's Restaurant, Inc., which operates the banquet hall known as "The Meadows." The Meadows property is owned by L&P Realty Holdings, LLC. The Debtor owns a 50% interest in the Restaurant Entity and the Real Estate Entity with his partner, Thomas Polak. Polak and the Debtor are in the midst of a shareholder dispute and cannot agree on the direction of the business. The bankruptcy case was filed, in part, in the hopes of resolving the differences between Polak and the Debtor. The Debtor now acknowledges that he cannot reach a resolution of the deadlock with Polak and the Debtor commenced an adversary proceeding against Polak to recover more than $100,000. Under BofA's Plan, Polak on the Plan Effective Date will purchase certain property of the Debtor for the sum of $95,000. The Purchase Price shall be paid upon closing of the Sale Transaction as follows: Class-2 To Wells Fargo Bank (claim no. 3) $ 8,162.86 Class-2 To M&T Bank (claim no. 4) $ 1,227.06 Class-2 To M&T Bank (claim no. 5) $25,666.49 Class-3 To Bank of America, N.A. $30,000.00 Class-4 To Debtor $29,943.59 The Property to be sold are: 1. Debtor's equity interests in Kasey Lynn's Restaurant, Inc. 2. Debtor's equity interests in L&P Realty Holdings, LLC. 3. All of Debtor's claims, lawsuits and rights of recovery against Thomas Polak. 4. All of Debtor's claims, lawsuits and rights of recovery against Kasey Lynn's Restaurant, Inc. 5. All of Debtor's claims, lawsuits and rights of recovery against L&P Realty Holdings, LLC. Under BofA's Plan, Class 1 consists of the secured portion of the Wells Fargo Bank, N.A. proof of claim (claim no. 3) in the amount of $15,000.00 and the secured claim of Lakeview Loan Servicing, LLC (claim no. 1) in the amount of $295,882.57. Upon the Effective Date, the Holders of the Secured Claims will have the right to enforce their legal, equitable and contractual rights against the Debtor and the collateral securing the Claims. Notwithstanding the foregoing, on or before the Confirmation Hearing, Wells Fargo may elect to have its entire claim (claim no. 3) treated as a Secured Claim in Class 1 by filing notice of such election. Upon such election by Wells Fargo Bank, N.A., the entire Claim will be treated as a Secured Claim in Class 1 and Wells Fargo Bank, N.A. shall not have an unsecured claim in Class 2. General Unsecured Claims are in Class 2. Each Holder of an Allowed Class 2 Claim will full payment of the claim on the Effective Date. The Allowed Class 2 General Unsecured Claims are: Wells Fargo Bank, N.A. (claim no. 3) $ 8,162.86 M&T Bank (claim no. 4) $ 1,227.06 M&T Bank (claim no. 5) $25,666.49 BofA's Claim is in Class 3. BofA will receive a payment of $30,000.00 on the Effective Date in full and final release of the claim against the Debtor. The payment shall not release or reduce BofA's claim against any third party, including Thomas Polak, Kasey Lynn's Restaurant, and L&P Realty Holdings. On the Effective Date, the Debtor shall receive $21,170.65 from the sale of the Debtor's assets as described in this Plan. The Debtor shall use these funds to pay allowed administrative claims and the Debtor may retain any funds which are not required to pay allowed administrative claims. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb15-16400-0121.pdf Attorneys for Bank of America, N.A.: Mark Pfeiffer, Esq. BUCHANAN INGERSOLL & ROONEY PC Two Liberty Place 50 S. 16th Street, Ste. 3200 Philadelphia, PA 19102 Tel: (215) 665-8700 E-mail: mark.pfeiffer@bipc.com Russell Lebkuecher filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 15-16400) on September 5, 2015. The Debtor's bankruptcy schedules listed $603,849 in total assets and $620,534 in total liabilities. RYCKMAN CREEK: Exclusive Plan Filing Deadline Moved to Aug. 30 -------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Ryckman Creek Resources, LLC, et al., the exclusive periods for the Debtor to file a plan of reorganization and to solicit acceptance of that plan through and including Aug. 30, 2016, and Oct. 29, 2016, respectively. As reported by the Troubled Company Reporter on June 3, 2016, the Debtors, since filing the Joint Chapter 11 Plan of Reorganization and the Disclosure Statement on April 11, 2016, have commenced a plan mediation process with the Official Committee of Unsecured Creditors and the prepetition lenders pursuant to the Court's order establishing the terms governing mediation, which appointed Judge Kevin Gross as the mediator. The mediation will address plan-related issues, including those that may arise as a result of the Creditors Committee's ongoing discovery in connection with the Debtors' post-petition financing order. An initial mediation session was held on May 18, 2016, and additional mediation dates are scheduled for mid-June. About Ryckman Creek Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total assets of more than $205 million and total debts of more than $391.2 million. Judge Stuart M. Bernstein presides over the Chapter 15 case. SA CAMINO BANDERA: Unsecureds to Get 100% Under Liquidating Plan ---------------------------------------------------------------- The Hon. Craig A. Gargotta approved the first amended disclosure statement explaining SA Camino Bandera, LLC's First Amended Plan of Liquidation. The Plan documents were filed June 20, 2016. A hearing on confirmation of the Plan shall be held on July 11, 2016 at 10:00 a.m., in Courtroom Number 3, Fifth Floor, Judge Gargotta presiding, United States Courthouse, Hipolito F. Garcia Federal Building, 615 E. Houston, San Antonio, Texas 78205. July 6, 2016, is fixed as the deadline by which the holders of claims and interests against the Debtor may submit their ballots to accept or reject the Plan. July 6, 2016, at 4:00 p.m., Central Time is fixed for the deadline by which creditors and parties in interest may file objections to confirmation of the Plan. The Debtor shall submit a ballot summary to the Court no later than July 8, 2016. Pursuant to a Court order dated May 2, 2016, the Debtor sold its Property for $3,050,000. The final return to the Debtor after accounting for overpaid interest, the Vantage Bank debt, and taxes was $268,469. In addition to this amount, the Debtor's counsel is holding a rent payment of $1,440, leaving the total cash on hand $269,909 for administrative claims, creditors and equity. Under the Plan, the undisputed general unsecured creditors and approved Administrative Claims that have not previously been paid shall be paid 100% in full within seven days of the Effective Date. The Disputed Claimants and equity holders shall be paid 93% of their agreed claims within seven days of the Effective Date. Disputed Claimants shall be paid the remainder of their agreed claims within seven days of the Court entering a final decree, minus costs associated with final administration of the estate. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-50283-0041.pdf The Debtor is represented by: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 2010 West Kings Highway San Antonio, TX 78201 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberg.com SA Camino Bandera, LLC, filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-50283) on Feb. 1, 2016. The single asset real estate debtor is represented by Ronald J. Smeberg, Esq., in San Antonio, Tex., and estimated its assets and debts at less than $10 million at the time of the filing. SALON MEDIA: Incurs $2 Million Net Loss in Fiscal 2016 ------------------------------------------------------ Salon Media Group, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.96 million on $6.95 million of net revenues for the year ended March 31, 2016, compared to a net loss of $3.94 million on $4.94 million of net revenues for the year ended March 31, 2015. As of March 31, 2016, Salon Media had $2.03 million in total assets, $10.31 million in total liabilities, and a total stockholders' deficit of $8.28 million. Salon was proud to be honored during the fiscal year for its excellence in journalism. Salon was an honoree for the 2016 Webby Awards for its Donald Trump/Big Lebowski mashup. Lindsay Abrams was honored by the Audubon Society as one of its "Women Greening Journalism" while columnist Brittney Cooper was identified as part of the "emerging black Intelligentsia" by The New Republic. Damon Tweedy's "Being Black Can Be Bad for Your Health" was named as part of "The 13 Biggest Health Stories of 2015" by Healthline. We were also proud that Chauncey DeVega's piece on race, terrorism and the Planned Parenthood shooting was named among the most essential writing by a person of color in 2015 by the Huffington Post. In August 2015, Salon recognized the Writers Guild of America, East, Inc. as the collective bargaining representative of its non-supervisory editorial staff. A key component of Salon's business strategy is to drive audience growth across its platforms on desktop, tablet and mobile because achieving scale should increase the website's attractiveness to advertisers. For the fiscal year 2016, unique visitors to Salon.com averaged 16.6 million per month according to data compiled by Google Analytics, which is a 2% decrease from a 16.9 million average in fiscal year 2015. According to comScore Media Metrix (U.S. only), unique visitors were 14.1 million in March 2016 compared to 12.9 million in March 2015. The Company continues to see a significant shift to users accessing Salon from mobile devices, with 62% of users visiting the website from mobile devices in March 2016. Salon continues to have a company-wide focus on its users' mobile needs, especially quick and easy access to fast-loading content optimized for better readability on smaller screens. Social media continues to be a major source of referral traffic. It provides approximately 38.5% of website visits as of March 31, 2016, and is a major area of investment across the Company. Salon makes regular updates to the website to optimize content to be shared on social media with a special focus on the Company's mobile platforms. In March 2016, Salon had approximately 881,000 Facebook "likes," and 576,000 Twitter followers, an annual increase of 23% and 20% respectively. "Salon is a terrific brand with a strong audience and we're focused on execution to realize the value of the company," said Jordan Hoffner, CEO of Salon Media Group. "As we look to the next fiscal year, our focus is on leveraging the brand, to improve our advertising optimization and create a greater breadth of stories that can be embraced by both users and advertisers. The goal is for Salon to be a significant player in the media landscape." Going Concern Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit of $124.6 million as of March 31, 2016. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/WnRt8N 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. SERENA SOFTWARE: S&P Raises CCR to 'BB-', Off CreditWatch --------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on San Mateo, Calif.-based Serena Software Inc. to 'BB-' from 'B'. The outlook is stable. At the same time, S&P removed all of its ratings on Serena Software Inc. from CreditWatch, where S&P had placed them with positive implications on March 29, 2016. S&P subsequently withdrew all ratings on Serena Software. "The ratings upgrade and subsequent withdrawal follow the completion of the merger of Serena Software Inc. with Micro Focus International PLC on May 2, 2016," said S&P Global Ratings credit analyst John Moore. SEVENTY SEVEN ENERGY: Court OKs Restructuring Support Agreement --------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Seventy Seven Energy's motion for authorization to (i) assume a restructuring support agreement and (ii) pay and reimburse related fees and expenses. As previously reported, "The terms of the Restructuring Support Agreement provide for a substantial de-leveraging of approximately $650 million of debt under the OpCo Notes and $450 million of debt under the HoldCo Notes into 100% equity in Reorganized HoldCo. The restructuring contemplated by the Term Sheet and the Plan will reduce the Debtors' funded debt obligations by at least $1.1 billion and incorporates the following principal terms: (1) A new senior secured asset-based revolving loan and letter of credit facility, which facility shall have a maturity date of June 25, 2019 and a maximum commitment amount of $100 million. The first lien debt will include financial covenants and other terms and conditions, including those set forth in the Exit Facility Commitment Letter, which is attached to the Disclosure Statement as Exhibit G, (2) A conversion of $1.1 billion in aggregate principal amount of OpCo Notes and HoldCo Notes into 100% of the New HoldCo Common Shares (subject to dilution for the issuance of the New A Warrants, the New B Warrants, the New C Warrants and shares issued under the Management Incentive Plan)." About Seventy Seven Energy Inc. Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SEVENTY SEVEN: July 13 Hearing on Prepack Plan, Disclosures ----------------------------------------------------------- The Hon. Laurie Selber Silverstein will hold a combined hearing on July 13, 2016, at 10:00 a.m., prevailing Eastern Time, to consider confirmation of the joint prepackaged chapter 11 plan of reorganization of Seventy Seven Energy Inc., Seventy Seven Finance Inc. and certain of their affiliates, and to consider the adequacy of the disclosure statement explaining the joint plan. The deadline for filing objections to the Plan is July 6, 2016, at 4:00 p.m., prevailing Eastern Time. The primary purpose of the Prepack Plan is to effectuate a balance-sheet restructuring of the Debtors' business. Specifically, the Plan substantially deleverages the Debtors' balance sheet by converting approximately $650 million of debt under the OpCo Notes and $450 million of debt under the HoldCo Notes into 100% equity in Reorganized HoldCo. HoldCo refers to Seventy Seven Energy Inc. OpCo refers to Seventy Seven Operating LLC. The Plan has been negotiated with, and has the support of, the Restructuring Support Parties, which consist of (i) lenders under the Term Loan Credit Agreement that collectively hold approximately 84% of the Term Loan Claims, (ii) lenders under the Incremental Term Supplement that collectively hold approximately 92% of the Incremental Term Loan Claims and (iii) an ad hoc group of holders of the OpCo Notes that collectively hold in excess of 63.2% of the OpCo Notes. The Disclosure Statement, the Plan and the accompanying documents have been extensively negotiated with the legal and/or financial advisors to the Restructuring Support Parties. As part of the overall settlement embodied in the Restructuring Support Agreement and the Plan, the holders of the OpCo Notes are voluntarily forgoing their right to part of the distributions under the Plan that they are otherwise entitled to receive so that the Debtors can (i) pay in full allowed general unsecured claims, such as the claims of suppliers and vendors, in the ordinary course according to existing business terms (ii), provide a Pro Rata distribution of a portion of the New HoldCo Common Shares, and, if Class 13 (HoldCo Notes Claims) votes to accept the Plan, the New A Warrants to holders of the HoldCo Notes and (iii) if all Voting Classes vote to accept the Plan, provide a Pro Rata distribution of the New B Warrants and the New C Warrants to holders of Existing HoldCo Interests in exchange for the surrender or cancellation of their Interests. The key components of the Plan are: -- Holders of Allowed General Unsecured Claims in Class 6, including Allowed Claims of trade vendors, suppliers and customers, will not be affected by the filing of the Chapter 11 Cases and, subject to Bankruptcy Court approval, are anticipated to be paid in full in the ordinary course of business during the pendency of the Chapter 11 Cases or reinstated and left Unimpaired under the Plan in accordance with their terms as part of the overall compromise embodied in the Plan. -- Holders of Allowed Term Loan Claims will receive (i) their Pro Rata share of the Term Loan Payment; and (ii) continue to hold their Pro Rata share of Term Loans under the Term Loan Credit Agreement (as amended by the Term Loan Credit Agreement Amendment), which Term Loans shall be secured by a valid, perfected and enforceable first-priority lien on and security interest in the Term Loan Collateral and a valid, perfected and enforceable second-priority lien on and security interest in the Exit Facility Priority Collateral. Holders of Term Loan Claims in Class 3 are projected to recover 100% of their Allowed Claims. -- Payment in full, in cash, of all Allowed Administrative Claims, Fee Claims, DIP Claims, Priority Tax Claims, statutory fees, Other Priority Claims and Other Secured Claims. -- Holders of Allowed Incremental Term Loan Claims in Class 4 will receive their Pro Rata share of (i) the Incremental Term Loan Payment, and (ii) $15 million of the outstanding Incremental Term Loan balance. The remaining Incremental Term Loan Claims, which shall be secured by a valid, perfected and enforceable second-priority lien on and security interest in the Term Loan Collateral and a valid, perfected and enforceable third-priority lien on and security interest in the Exit Facility Priority Collateral, will be Allowed at $84 million in principal plus all accrued, unpaid interest, fees and any other expenses through and including the Effective Date (including applicable Restructuring Expenses) and will be reinstated with the rights of holders of such Claims unaltered by the Plan (except for certain amendments to the Incremental Term Supplement). Holders of Incremental Term Loan Claims are projected to recoup 100% of their Allowed Claims. -- Holders of Allowed OpCo Notes Claims in Class 5 will receive their Pro Rata share of 96.75%, or if Class 13 (HoldCo Notes Claims) does not vote to accept the Plan, 98.67%, on a fully diluted basis (subject only to the New Warrants and any securities issued under the Management Incentive Plan) of the New HoldCo Common Shares outstanding as of the Effective Date. Holders of OpCo Notes Claims in Class 5 are projected to recoup 50% of their claims. They will also receive their Pro Rata share of the OpCo Litigation Proceeds. Holders of OpCo Notes Guaranty Claims in Class 12 are projected to recoup 0% to 4.3%. They will receive their Pro Rata share of (i), if Class 13 does not vote as a class to accept the Plan, 1.92% of the New Common Shares, and (ii) the HoldCo Litigation Proceeds. -- Holders of Allowed HoldCo Notes Claims in Class 13 will receive their Pro Rata share of 3.25% on a fully diluted basis (subject only to the New Warrants and any securities issued under the Management Incentive Plan) of the New HoldCo Common Shares outstanding as of the Effective Date plus warrants exercisable 15% of the New HoldCo Common Shares at a share price based on a total equity value of $524 million, or if Class 13 HoldCo Notes Claims does not vote to accept the Plan, 1.33% on a fully diluted basis (subject only to the New Warrants and any securities issued under the Management Incentive Plan) of the New HoldCo Common Shares outstanding as of the Effective Date. Holders of HoldCo Notes Claims are expected to recover 1.1% to 6.2%. -- Existing HoldCo Interests shall be cancelled and discharged and shall be of no further force or effect, whether surrendered for cancellation or otherwise, and holders of Existing HoldCo Interests shall not receive or retain any property under the Plan on account of such Existing HoldCo Interests; provided, however, that if all classes entitled to vote on the Plan vote to accept the Plan, on the Effective Date, holders of Existing HoldCo Interests shall receive, in exchange for the surrender or cancellation of their Existing HoldCo Interest their Pro Rata share of two series of warrants exercisable for an aggregate of 20% of the New HoldCo Common Shares. -- Entry into the new $100 million asset-based Exit Facility, which will be used (i) to repay debtor-in-possession financing the Debtors anticipate borrowing during the Chapter 11 Cases, (ii) provide additional liquidity and working capital and for general corporate purposes and (iii) to pay all restructuring fees and costs and other payments required under the Plan or arising from the Chapter 11 Cases. The Debtors and the other parties to the Restructuring Support Agreement believe that the restructuring contemplated by the Plan is in the best interests of all stakeholders because it (i) achieves a substantial deleveraging of the Debtors' balance sheet through consensus with a significant portion of the Debtors' debt holders, (ii) provides for a reduction of approximately $65 million of the Debtors' pre-Restructuring annual interest burden on previously funded debt, (iii) provides $100 million of new financing and (iv) eliminates potential deterioration of value -- and disruptions to operations -- that could otherwise result from protracted and contentious bankruptcy cases. Importantly, the Debtors would not be able to implement the conversion of debt to equity contemplated by the Plan without the support of the Restructuring Support Parties. In sum, the Plan embodies a global settlement as part of an expeditious and consensual restructuring. This avoids potential litigation that could decrease value for all stakeholders and delay (and possibly derail) the restructuring process. The significant support obtained by the Debtors pursuant to the Restructuring Support Agreement provides a fair and reasonable path for an expeditious consummation of the Plan and the preservation of Seventy Seven's ordinary course of business. As of the Effective Date, Reorganized HoldCo anticipates being a reporting company under the Securities Exchange Act of 1934, as amended. As of April 22, 2016, Existing HoldCo Interests were listed for trading on The New York Stock Exchange. To the extent the New HoldCo Common Shares meet applicable listing requirements immediately after issuance, Reorganized HoldCo will use commercially reasonable efforts to cause the listing of the New HoldCo Common Shares on NYSE or another stock exchange on or as soon as reasonably practicable after the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb16-11409-0018.pdf About Seventy Seven Energy Inc. Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com-- provides a wide range of wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. Counsel for the Debtors are: Robert J. Dehney, Esq. Andrew R. Remming, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St., 16th Flr. PO Box 1347 Wilmington, DE 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@mnat.com aremming@mnat.com - and - Emanuel C. Grillo, Esq. Christopher Newcomb, Esq. BAKER BOTTS LLP 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 892-4000 E-mail: emanuel.grillo@bakerbotts.com chris.newcomb@bakerbotts.com Counsel to the Consenting OpCo Noteholders: Matt Barr, Esq. David N. Griffiths, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Counsel to the Consenting Incremental Term Loan Lenders: Mark A. Broude, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 - and - Adam E. Malatesta, Esq. Latham & Watkins LLP 355 South Grand Avenue Los Angeles, CA 90071-1560 Counsel to the Consenting Term Loan Lenders and Term Loan Agent: Jones Day LLP 250 Vesey Street New York, NY 10281-1047 Scott J. Greenberg, Esq. Michael J. Cohen, Esq. Counsel to the Consenting HoldCo Noteholders: Adam Harris, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 SOUTHERN SEASON ACQUISITION: Voluntary Chapter 11 Case Summary -------------------------------------------------------------- Debtor: Southern Season Acquisition Corporation 100 Europa Drive, Suite 101 Chapel Hill, NC 27517 Case No.: 16-80559 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Middle District of North Carolina (Durham) Judge: Hon. Benjamin A. Kahn Debtor's Counsel: John Paul H. Cournoyer, Esq. NORTHERN BLUE, LLP Suite 435 1414 Raleigh Road Chapel Hill, NC 27517 Tel: 919-968-4441 Fax: 919-942-6603 E-mail: jpc@nbfirm.com - and - Richard M. Hutson, II, Esq. HUTSON LAW OFFICES, P.A. 302 East Pettigrew St., Suite B-260 P.O. Drawer 2252-A Durham, NC 27702 Tel: (919) 683-1561 E-mail: wade@hhplaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brian J. Fauver, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SOUTHERN SEASON: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Southern Season, Inc. 100 Europa Drive, Suite 101 Chapel Hill, NC 27517 Case No.: 16-80558 Type of Business: Specialty Food Retailer Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Middle District of North Carolina (Durham) Judge: Hon. Benjamin A. Kahn Debtor's Counsel: John Paul H. Cournoyer, Esq. NORTHERN BLUE, LLP Suite 435 1414 Raleigh Road Chapel Hill, NC 27517 Tel: 919-968-4441 Fax: 919-942-6603 E-mail: jpc@nbfirm.com - and - Richard M. Hutson, II, Esq. HUTSON LAW OFFICES, P.A. 302 East Pettigrew St., Suite B-260 P.O. Drawer 2252-A Durham, NC 27702 Tel: (919) 683-1561 E-mail: wade@hhplaw.com Total Assets: $9.82 million Total Debts: $18.33 million The petition was signed by Clay Hammer, CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Best Logistics Freight $29,817 Attn: Managing Agent PO Box 336 Kernersville, NC 27285-0336 billing@shipwithbest.com Tel: (800) 299-4787 Ext.0000 Chapel Hill Toffee Inventory $27,799 christy@chapelhilltoffee.com Counter Culture Coffee, I Inventory $100,123 jmccall@counterculturecoffee.com Dixon Hughes Goodman LLP Auditors $39,971 Corey.Mallard@dhgllp.com First Source Inventory $41,169 Loretta.Manning@first-source.com Freshpoint Inventory $37,038 Sheila.Powell@freshpoint.com Gorilla Website $231,601 jramirez@gorillagroup.com Development Haddon House Inventory $84,850 Gscala@haddonhou se.com LM Retail, LLC Landlord $137,341 C/O Gumenick Properties Ocean Boulevard Rent $142,374 Properties, LP LWay@thebeachco mpany.com OFFIR Consulting LLC Website $30,672 ron@offirconsulting.com Development Packages, Inc. Inventory $29,725 Monica@packagesinc.com PAPYRUS-RECYCLE D GREETING Inventory $82,901 Connie.Holland@amgreetings.com Pate Dawson Inventory $72,122 adillon@southernfoods.com Salem Baking Company Inventory $29,049 MEGAN.BARRETT@SALEMBAKING.COM Southeastern Paper Co. Supplies $77,857 sandi@sepapergroup.com Sysco Food Service Inventory $142,700 Long.Justin@rnc.sysco.com The Ultimate Software Payroll $43,833 Group, Inc. Processing Ellie_Kaupp@ultimatesoftware.com Willow Specialties Inventory $59,587 Jenniferg@willowgroupltd.com Wusthof-Trident of America Inventory $39,251 MWhitaker@wusthof.com SPECTRUM BRANDS: S&P Raises CCR to 'BB-', Outlook Stable -------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on Middleton, Wis.-based Spectrum Brands Inc. to 'BB-' from 'B+'. The outlook is stable. S&P also raised its issue-level ratings on the company's senior secured bank debt to 'BB+' from 'BB', which has a recovery rating of '1', indicating S&P's expectation that lenders could expect very high (90% to 100%) recovery in the event of a payment default. At the same time, S&P raised its issue-level ratings on the company's senior unsecured notes by two notches to 'BB-' from 'B', and revised its assessment of recovery prospects to '4' from '5', indicating that creditors could expect average (30% to 50%) recovery in the event of a payment default. S&P's recovery expectations for the unsecured notes are in the lower half of the 30% to 50% range. Debt outstanding as of April 3, 2016, was about $4.1 billion. The ratings upgrades reflect Spectrum Brands' continued good performance, including the successful integration of Armored Autogroup (now known as the Global Auto Care [GAC] segment), and S&P's expectation that the company will continue to improve credit ratios, including strengthening debt to EBITDA to about 4.5x by fiscal year-end Sept. 30, 2016, from about 5x presently. "Our rating actions also factor in Spectrum Brands' track record over the last few years of successfully integrating acquisitions and de-leveraging. The upgrade also reflects our belief that the company would prioritize de-leveraging should it make another large scale acquisition," said S&P Global Ratings credit analyst Gerald Phelan. S&P's ratings on Spectrum Brands incorporate the company's satisfactory product diversity; it's improved scale, operating leverage, and profitability; and its position as a provider of lower-priced products, which possess less pricing power than premium priced competition, however tend to perform relatively well in sluggish economic environments. S&P's ratings also recognize the company's participation in highly competitive, low-growth product categories and its susceptibility to input cost volatility, moderate currency volatility, and some seasonality. The company's home and garden and auto care businesses are susceptible to the effects of extreme weather conditions. Although Spectrum Brands' product offerings tend to rank in the top three of their respective categories, in general S&P believes they are not dominant, operate in fragmented markets (except batteries), and face competition from several financially stronger companies, including S.C. Johnson & Son, Koninklijke Philips N.V., Procter & Gamble Co., Masco Corp., and Fortune Brands Home & Security. S&P nevertheless believes Spectrum Brands enjoys defensible positions in substantially all of its numerous product categories. S&P believes a slow secular decline in the battery business, which accounts for less than 20% of the company's sales, will not materially impact the company's operating performance. The outlook is stable. S&P forecasts Spectrum Brands to generate about $450 million to $500 million in free cash flow annually over each of the next two fiscal years and achieve mid-single digit EBITDA growth, a portion of which is from assumed acquisitions. This will enable the company to further improve credit ratios, including strengthening debt to EBITDA to the low- to mid-4x area over the next six to 12 months. SPORTS AUTHORITY: Exclusive Plan Filing Deadline Moved to Sept. 28 ------------------------------------------------------------------ The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of Sports Authority Holdings, Inc., et al., the periods within which only the Debtors may file a Chapter 11 plan and solicit acceptances thereof by 90 days, through and including Sept. 28, 2016, and Nov. 28, 2016, respectively. As reported by the Troubled Company Reporter on June 9, 2016, the Debtors sought the extensions, saying that since the Petition Date, they have focused their efforts and resources on, among other things, stabilizing their businesses, ensuring a smooth transition into Chapter 11, complying with the myriad reporting requirements imposed on a Chapter 11 debtor, and working to obtain approval of various sales of their assets, including an agency agreement. The Chapter 11 cases have been contentious and burdened by extensive litigation since the Petition Date as the Debtors attempted to, among other things, protect the estates' interest in consigned goods and secure postpetition financing over strenuous objection. 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. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. ST. JUDE NURSING: Must File Amended Disclosure Statement -------------------------------------------------------- In the case captioned In re: ST. JUDE NURSING CENTER, INC., Chapter 11 Debtor, Case No. 16-42116 (Bankr. E.D. Mich.), Judge Thomas J. Tucker of the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division required the debtor to file an amended combined plan and disclosure statement no later than June 23, 2016. A full-text copy of Judge Tucker's June 21, 2016 order is available at https://is.gd/nJLWec from Leagle.com. SUN PRODUCTS: Moody's Puts B3 CFR on Review for Upgrade ------------------------------------------------------- Moody's Investors Service placed the ratings of Sun Products Corporation, including its B3 Corporate Family Rating, on review for upgrade. This follows Vestar Capital Partners' announcement that Henkel Consumer Goods Inc. has entered into a definitive agreement to acquire Sun Products Corporation. Henkel Consumer Goods is a subsidiary of Henkel AG & Co. KGaA ((P)A2 stable senior unsecured rating). Moody's expects Sun Products' debt to be repaid as part of this transaction. Therefore, Moody's anticipates withdrawing the ratings on Sun Products when the debt has been repaid. However, the ratings on any debt remaining outstanding after the acquisition closes, should there be any, could be upgraded based upon Henkel AG's much stronger credit profile. These ratings were placed on review for upgrade: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- $100 million senior secured revolving credit facility due 2018 at B1 (LGD 3) -- $1,023 million senior secured term loan B due 2020 at B1 (LGD 3) -- $575 million senior unsecured notes due 2021 at Caa2 (LGD 5) RATINGS RATIONALE The existing B3 Corporate Family Rating reflects Sun Products' high financial leverage and business concentration in the intensely price-competitive domestic laundry industry. That industry is led by larger, more diversified and better capitalized competitors than Sun Products. It also reflects the company's significant retailer concentration for its private label and branded laundry care products. Further, limited geographic diversity outside the U.S. adds additional risk. The rating is supported by the company's large scale and stable market positions in US laundry and dish care products. The Sun Products Corporation, based in Wilton, Connecticut, is a provider of moderately priced owned and store-brand laundry detergents, fabric softeners and related household care products in the North America market. Significant brands include 'all, Snuggle, Sun, Wisk, Sunlight (Canada), and Surf. The company is also the largest private label manufacturer of laundry care products in North America. Sun Products' parent company, Spotless Group Holding, LLC is controlled by affiliates of Vestar Capital Partners. Sun Products' sales for the 12 months ended March 31, 2016 were approximately $1.6 billion. The principal methodology used in these ratings was that for the Global Packaged Goods industry published in June 2013. SUN PRODUCTS: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------ S&P Global Ratings placed its ratings, including the 'B' corporate credit rating, on Wilton, Conn.–based Sun Products on CreditWatch with positive implications. The CreditWatch placement follows Vestar Capital Partners' announcement that it has signed a definitive agreement to sell Sun Products to a subsidiary of Henkel in a transaction valued at $3.6 billion. Sun Products' credit profile will likely improve if the proposed acquisition by the larger and financially stronger Henkel (A/Stable/A-1) occurs. S&P intends to resolve the CreditWatch placement upon the closing of the acquisition. The magnitude of any ratings uplift would depend on a number of items, including whether any debt remains outstanding at Sun Products and the potential benefits to Sun Products as part of the larger Henkel, which has a stronger credit profile. If all rated debt at Sun Products is repaid at transaction closing, S&P would likely withdraw its ratings on the company. Alternatively, if the proposed transaction does not close, S&P would likely affirm its ratings on Sun Products, and remove them from CreditWatch. SUNEDISON INC: Ahmad Chatila Resigns as CEO ------------------------------------------- Brian Eckhouse, writing for Bloomberg News, reported that Ahmad Chatila, chief executive officer of bankrupt clean-energy giant SunEdison Inc., has resigned. According to the report, SunEdison appointed John Dubel, the company's chief restructuring officer since late April, to replace Chatila, according to a statement. Dubel joined SunEdison shortly after it filed for bankruptcy protection, listing $16.1 billion in liabilities, the report related. Chatila was the architect of a massive clean-power buying-binge, the report said. In a two-year period, SunEdison bought wind and solar farms on every continent except Antarctica, creating the world's biggest renewable-energy developer, the report added. Chatila's exit comes about two months after the company filed for bankruptcy, and a few weeks after the exit of Brian Wuebbels, chief financial officer at the time of the bankruptcy filing, the report pointed out. The odds of Chatila holding his job through the bankruptcy were slim as more than 80 percent of CEOs leave by the end of restructuring, B. Espen Eckbo, a finance professor at Dartmouth College’s Tuck School of Business, said in April, the report further related. About SunEdison, Inc. SunEdison, Inc., (OTC PINK: SUNEQ) 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 $20.7 billion and total debt of $16.1 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, Rothschild 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: Appoints John Dubel as Chief Executive Officer ------------------------------------------------------------- SunEdison, Inc., has appointed John S. Dubel as the Company's Chief Executive Officer, effective June 22, 2016. Mr. Dubel has served as SunEdison's Chief Restructuring Officer since April 29, 2016 and will continue in that role. Mr. Dubel has over 30 years of experience advising boards and companies on matters related to restructuring. "I look forward to working with the rest of the SunEdison management team as we continue to transform the Company for the benefit of all its constituencies and move through the Chapter 11 process," said Mr. Dubel. "Our priority is to focus on SunEdison's core strengths and work to create a more streamlined and efficient operator better positioned and more appropriately capitalized for a competitive future." Mr. Dubel will report directly to SunEdison's Board of Directors. Mr. Dubel's appointment follows the resignation of SunEdison's Board Member and Chief Executive Officer, Ahmad Chatila, who will leave the Company on June 22, 2016. About SunEdison, Inc. SunEdison, Inc., (OTC PINK: SUNEQ) 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, Rothschild 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. SUSANNA SHAW: Disclosures Approved; July 15 Plan Hearing Set ------------------------------------------------------------ Bankruptcy Judge Dennis Montali approved the disclosure statement explaining the first amended plan of reorganization proposed by debtor Susanna Shaw and Janina M. Hoskins, Chapter 11 Trustee of Ms. Shaw's estate. July 8, 2016 is fixed as the last day for filing acceptances or rejections of the Plan. July 8, 2016 is fixed as the last day for filing and serving pursuant to Fed.R.Bankr.P. 3020(b)(1) written objections to confirmation of the Plan. July 15, 2016 at 11:00 a.m. is fixed for the hearing on confirmation of the Plan. Ms. Shaw and the Chapter 11 Trustee filed the Plan on May 20, 2016. They filed the disclosure statement and amended Plan on June 7. The Plan provides for: (1) the distribution of money, (2) the completion of certain repairs in order to address Health and Safety and City Municipal Code violations, (3) payment of all secured Claims in full at their contract rates, and (4) refinance of a loan to generate cash to be used to fulfill obligations under the Plan. It is anticipated that all general unsecured creditors with Allowed Claims or Scheduled Debt will be paid in full, along with the costs of administration and any priority or tax debt. Further, payments to Debtor's counsel shall be made in conformity with the Plan. The Chapter 11 Trustee will file estate tax returns, both federal and state, and pay any taxes that are due based upon the sale of the Condos or otherwise. To the extent any refunds are received, they will be utilized by the Trustee or disbursed to the Debtor, depending on the timing of receipt. At the time of the Debtor's bankruptcy filing, she listed assets totaling $10,665,892, with secured claims totaling $3,958,651, no unsecured priority claims and general unsecured claims of $638,255. The Debtor later amended her Schedules E and F to list $13,927 in unsecured priority claims and $629,825 in general unsecured claims. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb14-31819-0267.pdf Susanna Shaw filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 14-31819) on December 20, 2014. The Debtor is a long term real estate investor. At the time she filed for Chapter 11 bankruptcy relief, she owned seven condominium units and two three-unit buildings in San Francisco that she rented to tenants, not including the unit she occupies as her home. Ms. Shaw sought bankruptcy protection following a fire at one of her properties and litigation with the City regarding numerous violations of state and local health and safety codes. On Feb. 23, 2015, the Court entered an order approving the appointment of Janina M. Hoskins as Chapter 11 Trustee. SUTHERLAND HOLDINGS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Sutherland Holdings II, LLC. Headquartered in Saint Petersburg, Florida, Sutherland Holdings II, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-04577) on May 26, 2016, estimating its assets at between $1 million and $10 million and liabilities at between $100,000 and $500,000. The petition was signed by Brian Storman, managing member. Jake C Blanchard, Esq., at Blanchard Law, P.A., serves as the Debtor's bankruptcy counsel. SWIFT ENERGY: No Mediation for "Morris" Appeal ---------------------------------------------- In the appeals case captioned MORRIS PROPP II, MORRIS PROPP II FOUNDATION, Appellant, v. SWIFT ENERGY COMPANY, Appellee, BAP No. 16-31, C.A. No. 16-404-GMS (D. Del.), Judge Mary Pat Thynge of the United States District Court for the District of Delaware recommended that the matter be withdrawn from the mandatory referral for mediation and proceed through the appellate process of the court. The bankruptcy case is IN RE: SWIFT ENERGY COMPANY, et al., Chapter 11, Debtors, Case No. 15-12670 (MFW) (Bankr. D. Del.). A full-text copy of Judge Thynge's June 20, 2016 order is available at https://is.gd/qDyi88 from Leagle.com. Morris Propp II, Morris Propp II Foundation, are represented by: Kevin Scott Mann, Esq. CROSS & SIMON, LLC 1105 North Market Street, Suite 901 Wilmington, DE 19801 Tel: (302)777-4200 Fax: (302)777-4224 Email: kmann@crosslaw.com Swift Energy Company is represented by: Daniel J. DeFranceschi, Esq. Brendan Joseph Schlauch, Esq. Zachary I. Shapiro, Esq. RICHARDS, LAYTON & FINGER, PA One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302)651-7700 Fax: (302)651-7701 Email: dfranceschi@rlf.com schlauch@rlf.com shapiro@rlf.com About Swift Energy Headquartered in Houston, Texas, Swift Energy Company -- http://www.swiftenergy.com-- is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas properties. Its primary assets and operations are focused in the Eagle Ford trend of South Texas and the onshore and inland waters of Louisiana. Swift Energy Company and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to 15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization that, among other things, exchanges the approximately $905.1 million outstanding on account of senior notes obligations for 96% of the common equity in the Reorganized Debtors. The petitions were signed by Alton D. Heckaman, Jr., the executive vice president and CFO. Judge Mary F. Walrath is assigned to the cases. Swift Energy Company disclosed total assets of $416,358,243 plus an undetermined amount and total liabilities of $1,233,022,421 plus an undetermined amount. Other Debtors disclosed total assets of $1.02 billion and total debt of $1.34 billion as of Sept. 30, 2015. The Debtors engaged Jones Day as general counsel; Richards, Layton & Finger, P.A., as local counsel; Lazard Freres & Co, LLC as investment banker; Alvarez & Marsal North America LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. Reed Smith LLP represents the committee. TA CHUAN: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ta Chuan, LLC. Ta Chuan, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Tenn. Case No. 16-03280) on May 6, 2016. The petition was signed by Florine Steele, member. The case is assigned to Judge Marian F. Harrison. At the time of the filing, the Debtor disclosed $2.40 million in assets and $1.31 million in liabilities. TCR III INC: Objects to Secured Lenders' Chapter 11 Plan -------------------------------------------------------- The debtors -- TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas" location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the "Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.) (the "Stephens City" location); TCR VI, Inc.; and America House Assisted Living of Front Royal, L.L.C. (the "Front Royal" location) -- tell the U.S. Bankruptcy Court for the Eastern District of Virginia that their secured lenders -- TC10 Grantor Trust and TS Cambridge Grantor Trust -- lack standing to propose a joint plan for the Debtors. Therefore, the Disclosure Statement accompanying the Secured lenders' Plan should be thrown to the trash bin. They tell the Court that TC10 Grantor Trust has a claim against TCR III, Inc., TCR IV, Inc., and TCR V, Inc., but has no claim against nor interest in Front Royal. Conversely TS Cambridge has a claim against Front Royal, but has no claim against nor interest in TCR III, Inc., TCR IV, Inc., and TCR V, Inc. Because TC10 Grantor Trust lacks a claim against Front Royal, and TS Cambridge lacks a claim against TCR III, Inc., TCR IV, Inc., and TCR V, Inc., the Secured Lenders do not have standing to propose a "joint plan". The Debtors also contend that the Court entered an order jointly administering the cases, but did not substantively consolidate the estates. The Disclosure Statement, however, appears to improperly substantively consolidate the estates. Because some estates may be solvent, and others insolvent, substantive consolidation is improper, the Debtors assert. The Debtors dispute that all of the Secured Lenders claims are secured claims. They also object to the extent that the Plan and Disclosure Statement state specific dollar amounts for claims rather than more generalized terminology (e.g. "allowed claims"). They also contend that there is equity, contrary to what the Lenders' Plan indicates, because the $11,100,000 total value of the Debtors' facilities exceeds the $9,456,029.08 total obligations owed to TC10 Grantor Trust. The Debtors are represented by: Roy M. Terry, Jr., Esq. William A. Gray, Esq. John C. Smith, Esq. SANDS ANDERSON PC P.O. Box 1998 Richmond, VA 23218-1998 Telephone: 804.648.1636 Alexander McDonald Laughlin, Esq. -- alex.laughlin@ofplaw.com -- represents TC10 Grantor Trust and TS Cambridge Grantor Trust. Thomas W. Waldrep, Jr., Esq. -- bankruptcy@wcsr.com -- represents Interested Party Meridian Senior Living, LLC. TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas" location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the "Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.) (the "Stephens City" location); TCR VI, Inc.; and America House Assisted Living of Front Royal, L.L.C. (the "Front Royal" location), filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 15-14162, 15-14163, 15-14165, 15-14168 and 15-14169) on November 24, 2015. The Debtors operate senior care facilities. The Hon. Brian F. Kenney presides over the cases. Lawyers at Sands Anderson PC, serve as counsel to the Debtors. TCR III estimated $1 million to $10 million in both assets and liabilities. The petitions were signed by Charles V. Rice, president. THOMAS GOLDSTEIN: To Pay Unsecureds 100% in 4 Yrs, Plus Interest ---------------------------------------------------------------- Thomas J. Goldstein, OD, P.A. D/B/A Pearl Vision #8636's, filed with the U.S. Bankruptcy Court in San Antonio, Texas, a Chapter 11 plan and Disclosure Statement. According to the Plan, the holders of allowed unsecured claims in Class 7 will be paid over a period of 48 months, the entire 100% of the debt, with 3% interest per year. Class 7 Unsecured claims total $936,840.86. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txwb15-52167-0071.pdf Thomas J. Goldstein, OD, P.A. D/B/A Pearl Vision #8636's, is principally engaged and licensed to determine powers of vision and contact lenses and eye glass prescriptions and sell eye glasses and contact lenses. He filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 15-52167) on September 3, 2015. The Debtor is represented in the case by: James S. Wilkins, Esq. WILLIS & WILKINS, L.L.P. 711 Navarro Street, Suite 711 San Antonio, TX 78205-1711 Tel: (210) 271-9212 E-mail: jwilkins@stic.net TIBCO SOFTWARE: Bank Debt Trades at 8% Off ------------------------------------------ Participations in a syndicated loan under which TIBCO Software is a borrower traded in the secondary market at 92.19 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.34 percentage points from the previous week. TIBCO Software pays 550 basis points above LIBOR to borrow under the $1.65 billion facility. The bank loan matures on Nov. 18, 2020 and carries Moody's B1 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. TIRES R US: Georgilis' Contempt Bid vs. Vehifax Denied ------------------------------------------------------ Judge Elizabeth S. Stong of the United States Bankruptcy Court for the Eastern District of New York denied the motion filed by Steven Georgilis seeking entry of an order holding Vehifax Corp. in civil contempt for violating a stipulation entered in the Chapter 11 bankruptcy case of Tires R Us Ltd.; imposing sanctions and damages, including attorneys' fees, against Vehifax; staying any and all actions or proceedings commenced by Vehifax against him and others in connection with a judgment obtained in an action pending in New York Supreme Court, Suffolk County, Index No. 06126/12 (the "Suffolk County Action") and preventing Vehifax from taking any action to enforce the judgment entered in that action; and directing the New York Supreme Court, Suffolk County to vacate the judgment in that action and to dismiss the Suffolk County Action with prejudice. The bankruptcy case is In re: TIRES R US LTD, Chapter 11, Debtor, Case No. 1-11-50395-ess (Bankr. E.D.N.Y.). The adversary proceeding is VEHIFAX CORP. Plaintiff, v. STEVEN GEORGILIS, et al., Defendants, Adv. Pro. No. 1-15-01007-ess (Bankr. E.D.N.Y.). A full-text copy of Judge Stong's June 17, 2016 memorandum decision is available at https://is.gd/bF15gm from Leagle.com. Vehifax Corp. is represented by: Richard A. Kraslow, Esq. 425 Broad Hollow Road, Suite 206 Melville, NY 11747 Tel: (631)756-8300 Fax: (631)756-3684 TK SERVICES: Plan Violates Absolute Priority Rule, Panel Says ------------------------------------------------------------- The Official Committee of Unsecured Creditors objects to the Disclosure Statement explaining the Chapter 11 plan of Reorganization of TK Services, Inc. TK Services filed the Plan documents on April 15, 2016, after the Court denied the Debtors' request to extend the Plan and Disclosure Statement filing deadline beyond April 15, 2016. According to the Committee, the Disclosure Statement, in its current form, is devoid of meaningful information that would assist creditors in making a decision to vote on the Debtor's Plan or warrant approval before this Court. The Committee continues to work cooperatively with the Debtor and other interested parties to reach a consensual plan and disclosure statement. The Committee notes that the parties have made substantial progress on adequately addressing a number of open issues regarding the Debtor's proposed plan and disclosure statement. The Committee remains hopeful that the remaining open issues will be dealt with prior to the hearing to be conducted on the Disclosure Statement on June 23. In that regard, the parties are in the process of modifying the documents to reflect the agreements reached thus far by the parties. Notwithstanding, and the progress that has been made to date, to the extent that the parties are unable to reach accord on any remaining issues prior to the Disclosure Statement Hearing, the Committee files this Objection to preserve its rights in that regard. Further, the Committee reserves any and all rights to respond and/or object to any subsequent efforts by the Debtor to revise, amend, or change the Disclosure Statement. The Committee contends that the Plan, in its current form, allows Edward J. Kim -- the Debtor's sole shareholder and President -- to retain his equity interests in the Debtor despite the fact that classes of creditors stand to collect only a fraction of their allowed claims, in violation of the Absolute Priority Rule, 11 U.S.C. Sec. 1129(b)(2)(B). The unsecured creditors, grouped into Classes 3 and 4 stand to receive at best, only a portion of their allowed claims. The other possibility under the Plan is that the unsecured creditors receive nothing. Under the best case scenario, Class 3 creditors will split $19,419.00 pro-rata. Under the current Plan the Class 4 unsecured creditors might receive payment if the Debtor generates at least $900,000.00 per month during the first year following Plan confirmation. Even if the Debtor reaches this financial threshold, Class 4 creditors will not be paid in full. Edward intends to retain his equity interests in the Debtor based on an argument that the Debtor meets the "new value" exception to the absolute priority rule. The "new value" proposed in the Plan is the waiver of Jeong Kim's $100,000.00 unsecured claim. Jeong is the mother of Edward, and thus is an insider as that term is defined in the Bankruptcy Code. As an insider claim, arguably this claim could be subordinated to all non-insider unsecured claims, the Committee argues. Furthermore, this new value "contribution" does not come from the Debtor's equity holder but rather a creditor of the estate. In this proposal, equity is not the source of new value. And more importantly, waiver of a $100,000.00 unsecured claim provides no value to the estate. "There is a high likelihood that unsecured creditors will receive no distribution on account of their allowed claims, and reducing the unsecured creditor pool by $100,000.00 or any amount for that matter provides no additional value or greater chance of recovery for unsecured claim holders. New value traditionally comes in the form of a cash infusion by equity holders to make a distribution to holders of allowed unsecured claims. However, that is not the case here, and the Debtor's argument that the new value exception to the absolute priority rule fails. Absent a consensual plan, the Debtor cannot proceed with confirmation through the Bankruptcy Code's cramdown provision," the Committee says. The Committee is represented by: Jonathan L. Gold, Esq. LeClairRyan, A Professional Corporation 2318 Mill Road, Suite 1100 Alexandria, VA 22314 Tel: (703) 647-5921 Fax: (703) 684-8075 TK Services Inc., based in Alexandria, Virginia, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 14-11062) on March 23, 2014. The Hon. Brian F. Kenney presides over the case. The Debtor is represented by the Law Offices of Christopher S. Moffitt, Esq. In its petition, TK Services estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Joseph E. Kim, president. TLB CONTRACTING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: TLB Contracting, LLC 7918 Middle Road Rome, NY 13440 Case No.: 16-60895 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Northern District of New York (Utica) Judge: Hon. Diane Davis Debtor's Counsel: Francis J. Brennan, Esq. NOLAN & HELLER, LLP 39 North Pearl Street Albany, NY 12207 Tel: 518 449-3300 E-mail: fbrennan@nolanandheller.com Total Assets: $1.29 million Total Liabilities: $2.07 million The petition was signed by Corey Boshart, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nynb16-60895.pdf TOWNRIDGE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Townridge, Inc. dba Best Western Sunridge Inn One Sunridge Lane Baker City, OR 97814 Case No.: 16-32482 Chapter 11 Petition Date: June 25, 2016 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Trish M Brown Debtor's Counsel: D. Blair Clark, Esq. LAW OFFICES OF D. BLAIR CLARK PC 1513 Tyrell Ln # 130 Boise, ID 83706 Tel: (208) 475-2050 Fax: (208) 475-2055 E-mail: dbc@dbclarklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carl Town, owner/President. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/orb16-32482.pdf TRINQUILITY CORP: Case Summary & 4 Unsecured Creditors ------------------------------------------------------ Debtor: Trinquility Corp. 1715 Lacombe Ave, # 1A Bronx, NY 10473-4281 Case No.: 16-11833 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtor's Counsel: Irene M Costello, Esq. SHIPKEVICH, PLLC 65 Broadway, 508 New York, NY 10006 Tel: 646-588-2795 Fax: 888-568-5815 E-mail: icostello@shipkevich.com Total Assets: $2.38 million Total Liabilities: $339,511 The petition was signed by Rudy Arzuaga, president. A copy of the Debtors' list of 20 largest unsecured creditors -- listing only 4 entities -- is available for free at http://bankrupt.com/misc/nysb16-11833.pdf TRONOX INC: Bank Debt Trades at 4% Off -------------------------------------- Participations in a syndicated loan under which Tronox Inc is a borrower traded in the secondary market at 95.94 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.58 percentage points from the previous week. Tronox Inc pays 300 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on March 15, 2020 and carries Moody's B1 rating and Standard & Poor's BB rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. TXU CORP: Bank Debt Trades at 66% Off ------------------------------------- Participations in a syndicated loan under which TXU Corp is a borrower traded in the secondary market at 33.94 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.33 percentage points from the previous week. TXU Corp pays 450 basis points above LIBOR to borrow under the $15.367 billion facility. The bank loan matures on Oct. 10, 2017 and carries Moody's WR rating and Standard & Poor's NR rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. VALEANT PHARMACEUTICALS: Bank Debt Trades at 2% Off --------------------------------------------------- Participations in a syndicated loan under which Valeant Pharmaceuticals is a borrower traded in the secondary market at 97.63 cents-on-the-dollar during the week ended Friday, June 24, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.17 percentage points from the previous week. Valeant Pharmaceuticals pays 400 basis points above LIBOR to borrow under the $0.99 billion facility. The bank loan matures on Dec. 11, 2019 and carries Moody's Ba2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 24. VENOCO INC: Wants Exclusive Plan Filing Deadline Moved to Sept. 16 ------------------------------------------------------------------ Venoco, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the periods during which the Debtors have the exclusive right: (i) to file Chapter 11 plans through and including Sept. 16, 2016; and (ii) to solicit acceptances of the plan through and including Nov. 15, 2016. A hearing on the Debtors' request is set for July 13, 2016, at 11:00 a.m. (ET). Objections to the request must be filed by July 6, 2016, at 4:00 p.m. (ET). Based on the Petition Date, the current Exclusive Filing Period under Section 1121(b) of the Bankruptcy Code extends through July 18, 2016, and the current Exclusive Solicitation Period under Section 1121(c)(3) of the Bankruptcy Code extends through Sept. 14, 2016, absent further court order. The Debtors are soliciting votes on the Plan. The Confirmation Hearing is scheduled for July 13, 2016, and the Debtors expect to proceed on a largely consensual basis. Out of an abundance of caution, however, the Debtors seek an extension of the Exclusive Periods to file and solicit acceptances of a Chapter 11 plan. The Debtors believe that maintaining the exclusive right to file and solicit votes on a plan is critical in the event the current Plan is not confirmed. While the Debtors have no intention of delaying the Confirmation Hearing, the Debtors respectfully submit that additional time may be necessary for them to propose a Chapter 11 plan or plans and solicit acceptances of the plan. If so, the Debtors wish to do so free of any interference from creditors or other parties in interest. The Debtors' Chapter 11 cases involve eight Debtors with significant assets, substantial funded indebtedness, other secured debt and hundreds of unsecured creditors. Further, the Debtors are operating their businesses in a very uncertain E&P environment. Due to the macroeconomic pressures from the historic decline in commodity prices, the markets evolve daily, making the Debtors' restructuring even more complex and challenging. The size, circumstances, and complexity of the Debtors' Chapter 11 cases, and the Debtors' progress to date meeting their obligations as debtors in possession constitute sufficient evidence standing alone to warrant the requested extension of the Exclusive Periods. While the Debtors may not need an exclusivity extension, the Debtors seek one now out of an abundance of caution and in an effort to preserve value for their bankruptcy estates. Without an extension, if the Plan is not confirmed the Debtors may face distracting, value-destructive behavior over a competing Chapter 11 plan while the Debtors propose a new plan. The Debtors are paying their postpetition debts as they come due. The availability of borrowings under the DIP Credit Agreement provides added assurance that the Debtors will continue to meet their postpetition obligations to operate their businesses in the ordinary course. The Debtors submit this factor weighs in favor of an extension of the Exclusive Periods. The Debtors' counsel can be reached at: MORRIS, NICHOLS, ARSHT & TUNNEL LLP Robert J. Dehney, Esq. Andrew R. Remming, Esq. Erin R. Fay, Esq. 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com aremming@mnat.com efay@mnat.com -- and -- BRACEWELL LLP Robert G. Burns, Esq. Robin J. Miles, Esq. 1251 Avenue of Americas, 49th Floor New York, New York 10020-1104 Tel: (212) 508-6100 Fax: (800) 404-3970 E-mail: Robert.Burns@bracewelllaw.com Robin.Miles@bracewelllaw.com -- and -- BRACEWELL LLP Mark E. Dendinger, Esq. CityPlace I, 34th Floor 185 Asylum Street Hartford, Connecticut 06103 Tel: (860) 947-9000 Fax: (800) 404-3970 E-mail: Mark.Dendinger@bracewelllaw.com About Venoco, Inc. Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation, TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy South Texas, L.P. are independent energy companies primarily focused on the acquisition, exploration, production and Development of oil and gas properties in California. As of the Petition Date, the Debtors held interests in approximately 72,053 net acres in California, of which 48,836 are developed. As of the Petition Date, the Debtors employed approximately 160 people. The Debtors were founded by Timothy M. Marquez in Carpinteria, California in 1992. In January 2012, Denver Parent Company, an affiliate of Mr. Marquez, who then owned 50% of the outstanding shares of Venoco common stock, took the company private again by acquiring all of the outstanding common stock for $12.50 per share. After going private in January 2012, the Debtors were left with significant debt obligations, which in 2012 exceeded $845 million, as disclosed in filings with the Court. Between 2012 and 2014, the Debtors completed a number of asset sales, generating over $470 million in net proceeds for capital expenditures and for paydowns of the debt. Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. The Debtors estimated assets in the range of $100 million to $500 million and debts of up to $1 billion. Hon. Kevin Gross has been assigned the cases. The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP, and Bracewell LLP as counsel; PJT Partners LP as financial advisor; Deloitte LLP as restructuring advisor; Ernst & Young LLP as independent auditor and tax advisor and BMC Group, Inc., as notice, claims and balloting agent. VUZIX CORP: Stockholders Elect Five Directors --------------------------------------------- Vuzix Corporation held its annual meeting of stockholders on June 20, 2016, at which Paul J. Travers, Grant Russell, Edward Kay, Alexander Ruckdaeschel and Michael Scott were each elected as a director of the Company to serve until the next annual meeting of stockholders or until their successors have been elected and qualified. The stockholders ratified the board of directors' appointment of Freed Maxick, CPAs, P.C. as the Company's independent registered public accounting firm for 2016, and approved, on an advisory basis, the compensation disclosed in the Company's proxy statement of the Company's named executive officers. On June 20, 2016, Paul Boris was appointed to the board of directors of Vuzix Corporation. Mr. Boris will serve on the nominating and compensation committees of the Company's board of directors. Mr. Boris had previously been appointed to the board of directors on June 1, 2016, and his initial term expired at the shareholder meeting. About Vuzix Corporation Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the consumer, commercial and entertainment markets. The Company's products, personal display devices that offer users a portable high quality viewing experience, provide solutions for mobility, wearable displays and virtual and augmented reality. Vuzix holds 33 patents and 15 additional patents pending and numerous IP licenses in the Video Eyewear field. Founded in 1997, Vuzix is a public company with offices in Rochester, NY, Oxford, UK and Tokyo, Japan. Vuzix Corporation reported a net loss attributable to common stockholders of $14.94 million on $2.74 million of total sales for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $7.86 million on $3.03 million of total sales for the year ended Dec. 31, 2014. As of March 31, 2016, Vuzix had $15.7 million in total assets, $3.13 million in total liabilities and $12.55 million in total stockholders' equity. WARREN RESOURCES: Hires Andrews Kurth as Counsel ------------------------------------------------ Warren Resources, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Andrews Kurth LLP as counsel, nunc pro tunc to June 2, 2016. The Debtors require Andrews Kurth to: a. advise the Debtors with respect to their powers and duties as debtors-in-possession; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any actions commenced against the Debtors and representing the Debtors in negotiations concerning litigation in which the Debtors are involved including prosecuting objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, draft orders, reports and other documents necessary or otherwise beneficial to the administration of the Debtors' estates; f. represent the Debtors in connection with obtaining authority to use cash collateral and obtain postpetition financing; g. appear before the Court and any appellate courts to represent the interest of the Debtors' estates; h. advise the Debtors regarding tax matters; i. take any necessary actions on behalf of the Debtors to negotiate, prepare and obtain approval of disclosure statement and confirmation of a chapter 11 plan of reorganisation and all documents related thereto; and j. perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases, including: (i) analyzing the Debtors' swap agreements, hedging arrangements and other forward contracts; (ii) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (iii) analyzing the validity of liens asserted against the Debtors and their assets; and (iv) advising the Debtors on other corporate and litigation matters. Andrews Kurth will be paid at these hourly rates: Partners $475-$1300 Associates $325-$725 Paraprofessionals $225-$395 Within the year prior to the Petition Date, Andrews Kurth received approximately $1,381,370.81 in connection with restructuring advice, bankruptcy related services and counseling. The firm also received approximately $388,005.21 for the matters not related to restructuring advice or bankruptcy in the year prior to the Petition Date. Andrews Kurth has received and holds a retainer for services to be performed and reimbursement related expenses in the prosecution of these chapter 11 cases of approximately $294,914.58. Andrews Kurth will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy A. "Tad" Davidson II, partner of the law firm Andrews Kurth LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm intends to make a reasonable effort to comply with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases. Andrews Kurth may be reached at: Timothy A. "Tad" Davidson II Andrews Kurth LLP 600 Travis, Suite 4200 Houston, TX 77002 Tel: (713)220-3810 Fax: (713)220-4285 E-mail: taddavidson@andrewskurth.com About Warren Resources Warren Resources Inc., is an independent energy company engaged in the exploration, development and production of domestic onshore crude oil and natural gas reserves. It is primarily focused on the development of its waterflood oil recovery properties in the Wilmington field within the Los Angeles Basin of California, its position in the Marcellus Shale gas in northeastern Pennsylvania and its coalbed methane, or CBM, natural gas properties located in Wyoming. The Debtors listed total assets of $230 million and total debt of $545 million. Warren Resources, Inc., Warren E&P, Inc., Warren Resources of California, Inc., Warren Marcellus LLC, Warren Energy Services, LLC and Warren Management Corp. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-32760) on June 2, 2016. The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC as investment banker, Deloitte Transactions and Business Analytics LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as claims, balloting and noticing agent. Judge Marvin Isgur has been assigned the cases. Counsel to the Prepetition First Lien Lenders: Gregory F. Pesce, Esq. Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 E-mail: gregory.pesce@kirkland.com Counsel to the Senior Noteholders: Erez E. Gilad, Esq. Jayme T. Goldstein, Esq. Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038-4982 E-mail: egilad@stroock.com jgoldstein@stroock.com WARREN RESOURCES: Hires Epiq as Claims and Noticing Agent --------------------------------------------------------- Warren Resources, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Epic Bankruptcy Solutions, LLC as Claims and Noticing Agent, nunc pro tunc to June 2, 2016. The Debtors require Epiq to: a. prepare and serve required notices and documents in these chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner described by the Debtors and/or the Court, including, if applicable, (i) notice of commencement of these chapter 11 cases and the initial meeting of creditors under section 341(a) of the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfers of claims, notices of objections to claims and objections to transfers of claims, (iv) notices of any hearings on a dislocate statement and confirmation of the Debtors' chapter 11 plan, including under Bankruptcy Rule 3017(d), (v) notice of the effective date of any chapter 11 plan, and (vi) all other notices, orders, pleadings, publications, and other documents necessary as the Debtors and/or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; b. prepare and file or cause to be filed with the Clerk an affidavit or certificate of service for all notices, motions, orders, other pleadings, or documents served within seven business days service that includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) manner of service, and (iv) the date served; c. assist the Debtors with administrative tasks in the preparation of their bankruptcy Schedules of Assets and Liabilities ("Schedules") and Statements of Financial Affairs ("Statements"), including (as needed): (i) coordinating with the Debtors and their advisors regarding the Schedules and Statements process, requirements, timelines and deliverables; (ii) creating and maintaining database for maintenance and formatting of Schedules and Statements date; (iii) coordinating collection of data from the Debtors and their advisors; and (iv) providing data entry and quality assurance assistance regarding Schedules and Statements; d. maintain (i) a list of all potential creditors , equity holders, and other parties in interest, and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002 and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; e. furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notifying potential creditors of the existence, amount, and classification of their respective claims as seth forth in the Schedules, which may be affected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of clim form provided to potential creditors; f. maintain a post office box or address for the purpose of receiving claims and returned mail, and processing all mail received; g. process all proofs of claim received, including those received by the Clerk's office, and checking said processing for accuracy, and maintaining the original proofs of claim in a secure area; h. maintain the official claims register for each Debtor (collectively, "Claims Registers") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed; (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor and (vii) any disposition of the claim; i. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; record all transfer of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); j. relocate, by messenger or overnight delivery, all of the court-files proofs of claim to the offices of Epiq, not less that weekly; k. upon completion of the docketing process for all claims received to date for each case, turn over to the clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); l. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any services or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; m. assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of as website and/or call center; n. 30 days prior to the close these case, to the extent practicable requesting that the Debtor submit to the Court a proposed order dismissing Epiq and terminating Epiq's services upon completion of its duties and responsibilities and upon the closing of these cases; o. within seven day's notice to Epiq of entry of order closing the chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of these chapter 11 cases; and p. at the close of these chapter 11 cases, boxing and transporting all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, Missouri 64064 or (ii) any other location requested by the Clerk's Office; q. coordinate publication of certain notices in periodicals and other media; r. distribute claim acknowledgement cards to creditors having file a proof of claim or interest, as applicable; s. provide balloting services in connection with the solicitation process for any prepackaged or prearranged chapter 11 plan or any chapter 11 plan for which a disclosure statement has been approved by the court,including ( as needed); t. provide state-of-the-art call centre facility and services, including (as needed): (i) creating of frequently asked questions, call scripts, escalation procedures and call log formats; (ii) recording automated messaging; (iii) training call centre staff; and (iv) maintaining and transmitting call log to the Debtors and their advisors; and u. provide such other claims, processing, noticing and related administrative services as may be requested from time to time by the Debtors. The Debtors agreed to pay Epiq according to these rates: Claims and Noticing Rates Clerical/Administrative Support $25-$45 Case Manager $50-$80 IT/Programming $65-$100 Sr. Case Manager/Dir. of Case Management $75-$150 Consultant/Sr. Consultant $45-$185 Director/Vice President Consulting $190 Executive VP-Solicitation $200 Executive VP-Consulting waived Noticing Rates Printing $0.09/image (volume discounts apply) Personalization/Labels $0.05 each Envelopes Varies by Size Document Folding and Inserting No Charge Postage/Overnight Delivery At Cost E-mail Noticing waived Fax Noticing $0.05 per page Claim Acknowledgement Letter $0.10 per page Publication Noticing Quoted at time of Request Processing Undeliverable Mail $0.25 CD-Rom $5.00/CD single setup charge waived Data Management Services Database Maintenance $0.09 per record/month Data Import/Transfer No per creditor charge Electronic Imaging $0.05/image Weblink Hosting Fee $100/month Update Website case docket including all filed pleadings No Charge Web-based Claims Reconciliation Tool (unlimited Users) No Charge CD-ROM (Mass Document Storage) Quoted at time of Request Document Storage (paper) $2.00 per box (electronic) No per creditor/image charge On-Line Claim Filing Services On-Line Claim Filing No Charge Call Centre Services Standard Call Center Setup No Charge Call Centre Operator $55 per Hour Voice Recorded Message $0.34 per minute Virtual Data Room Confidential On-line Workspace Quoted at time of Request Disbursement Services Check and/or Form 1099 Quoted at time of Request Record to Transfer Agent Quoted at time of Request Other Service Rates Custom Software, Workflow and Review Resources Quoted at time of Request eDiscovery Quoted at time of Request, bundling pricing available Prior to the Petition Date, the Debtors provided Epiq a retainer in the amount of $43,853.72. Brian Karpuk, Director with Epiq Bankruptcy Solutions, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Epiq can be reached at: Brian Karpuk Epiq Bankruptcy Solutions, LLC 777 Third Avenue, Third Floor New York, NY 10017 Phone: +1 913 621 9561 E-mail: bkarpuk@epiqsystems.com About Warren Resources Warren Resources Inc., is an independent energy company engaged in the exploration, development and production of domestic onshore crude oil and natural gas reserves. It is primarily focused on the development of its waterflood oil recovery properties in the Wilmington field within the Los Angeles Basin of California, its position in the Marcellus Shale gas in northeastern Pennsylvania and its coalbed methane, or CBM, natural gas properties located in Wyoming. The Debtors listed total assets of $230 million and total debt of $545 million.Warren Resources, Inc., Warren E&P, Inc., Warren Resources of California, Inc., Warren Marcellus LLC, Warren Energy Services, LLC and Warren Management Corp. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-32760) on June 2, 2016. The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC as investment banker, Deloitte Transactions and Business Analytics LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as claims, balloting and noticing agent. Judge Marvin Isgur has been assigned the cases. Counsel to the Prepetition First Lien Lenders is Gregory F. Pesce, Esq., at Kirkland & Ellis LLP. Counsel to the Senior Noteholders are Erez E. Gilad, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan LLP. WARREN RESOURCES: Hires Jefferies as Investment Banker ------------------------------------------------------ Warren Resources, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jefferies LLC as Investment Banker, nunc pro tunc to the Petition Date. The Debtors require Jefferies to: a. become familiar with and analyzing the business, operations, properties, financial condition and prospects of the Company; b. advise the Company on the current state of the "restructuring market"; c. assist and advise the Company on developing a general strategy for accomplishing a Restructuring; d. assist the Company in implementing a Restructuring; e. assist and advise the Company in evaluating and analyzing a Restructuring including the value of the securities or debt instruments, if any, that may be issued in any such Restructuring; f. assist the Company with the sale and/or placement, whether in one or more public or private transactions, of common equity, preferred equity and/or equity-linked securities of the Company; g. assist the Company and provide financial advice in connection with an M&A Transaction including, without limitation, a merger, reverse merger, liquidation, stock purchase, asset purchase, recapitalization, reorganization, consolidation, amalgamation, sale under section 363 of the Bankruptcy Code or other transaction; h. advise the Company in connection with any Financing including, without limitation, a placement of the Debtors’ Equity Securities or Debt; i. if requested by the Company, in connection with an M&A Transaction, render a written fairness opinion (an "Opinion") in accordance with Jefferies’ customary practice, as to the fairness, from a financial point of view, to the Company or holders of the Company’s common stock, as applicable, of such M&A Transaction; and j. render other financial advisory services as may from time to time be agreed upon by the Company and Jefferies. Jefferies and the Debtors have agreed on these terms of compensation and expense reimbursement: -- Monthly Fee. A monthly fee (the "Monthly Fee") equal to $125,000 payable on the 15th day of each month until the expiration or termination of the Engagement Letter. -- Restructuring Fee. Upon the consummation of a Restructuring, a fee (the "Restructuring Fee") equal to 95 basis points (0.95%) of the aggregate principal amount of all indebtedness subject to the Restructuring. -- M&A Fee. Upon the consummation of a M&A Transaction, a fee (the "M&A Fee") equal to 95 basis points (0.95%) of the Transaction Value of such M&A Transactions. -- Financing Fee. Upon the consummation of each Financing, a fee equal to the sum, without duplication of: i. 2.0% of the aggregate principal amount, without duplication, of all newly issued first lien Debt issued, incurred or made available to be issued or incurred pursuant to such Financing, other than in exchange for any Existing Senior Debt. ii. 3.0% of the aggregate principal amount, without duplication, of all other newly issued Debt issued, incurred or made available to be issued or incurred pursuant to such Financing, other than in exchange for any Existing Senior Debt; and iii. 4.5% of the aggregate gross proceeds of any newly issued Equity Securities issued pursuant to such Financing, other than in exchange for any existing Senior Debt. During the 90-day period prior to the commencement of these cases, Jefferies was paid in the ordinary course certain monthly and other fees and expenses reimbursements under the Engagement Letter. Specifically, Jefferies was paid: (a) $128,317.23 on account of its Monthly Fee and related expense reimbursements and $300,000.00 on account of its preparation and delivery of a strategic alternatives report in accordance with Paragraph 4(f) of the Engagement Letter on April 6, 2016 (which was shortly after the February 19, 2016 Engagement Letter was executed in mid to late March 2016); (b) $126,811.98 on account of its April Monthly Fee and related expense reimbursements on April 21, 2016; and (c) $132,245.10 on account of its May Monthly Fee and related expense reimbursements on May 18, 2016. In addition, on March 16, 2016, Jefferies was also paid $300,000.00 on account of fees due under the 2014 Engagement Letter (which letter and all fee obligations were thereafter terminated by entry into the current Engagement Letter). As of the Petition Date, no other amounts were due and payable to Jefferies under the Engagement Letter. Jefferies will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Morgner, Managing Director and Joint Global Head of Restructuring & Recapitalisation of Jefferies LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jefferies may be reached at: Richard Morgner Jefferies LLC 520 Madison Avenue, 12th Floor New York, NY 10022 Phone: 212-284-2300 About Warren Resources Warren Resources Inc., is an independent energy company engaged in the exploration, development and production of domestic onshore crude oil and natural gas reserves. It is primarily focused on the development of its waterflood oil recovery properties in the Wilmington field within the Los Angeles Basin of California, its position in the Marcellus Shale gas in northeastern Pennsylvania and its coalbed methane, or CBM, natural gas properties located in Wyoming. The Debtors listed total assets of $230 million and total debt of $545 million.Warren Resources, Inc., Warren E&P, Inc., Warren Resources of California, Inc., Warren Marcellus LLC, Warren Energy Services, LLC and Warren Management Corp. each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-32760) on June 2, 2016. The Debtors have hired Andrews Kurth LLP as counsel, Jefferies LLC as investment banker, Deloitte Transactions and Business Analytics LLP as restructuring advisor and Epiq Bankruptcy Solutions, LLC as claims, balloting and noticing agent. Judge Marvin Isgur has been assigned the cases. Counsel to the Prepetition First Lien Lenders is Gregory F. Pesce, Esq., at Kirkland & Ellis LLP. Counsel to the Senior Noteholders are Erez E. Gilad, Esq., and Jayme T. Goldstein, Esq., at Stroock & Stroock & Lavan LLP. WATERFORD FUNDING: Execution Writs, Levies vs John Stone Recalled ----------------------------------------------------------------- Judge Allison Claire of the United States District Court for the Eastern District of California has ordered the immediate recall of all writs of execution, all notices of levies, and all notices of judgment lien against John Stone. The case is GIL A. MILLER, Chapter 11 Trustee for WATERFORD FUNDING, LLC, et al., Plaintiffs, v. JOHN STONE, Defendant, No. 2:15-mc-0137 WBS AC (E.D. Cal.), relating to In re: WATERFORD FUNDING, LLC, et al., Debtors. A full-text copy of Judge Claire's June 16, 2016 order is available at https://is.gd/3gg6gl from Leagle.com. Gil A. Miller is represented by: Peggy Hunt, Esq. DORSEY & WHITNEY, LLP Kearns Building 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1685 Tel: (801)933-7360 Fax: (801)933-7373 Email: hunt.peggy@dorsey.com John Stone is represented by: Bruce J. Boehm, Esq. Cameron Cutler, Esq. MCKAY BURTON & THURMAN 15 West South Temple, Suite 1000 Salt Lake City, UT 84101 Tel: (801)521-4135 Fax: (801)521-4252 Baker Recovery Services is represented by: Brett H. Ramsaur, Esq. SNELL AND WILMER L.L.P. Plaza Tower 600 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626-7689 Tel: (714)427-7000 Fax: (714)427-7799 Email: bramsaur@swlaw.com 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. WATERPROOFING UNLIMITED: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Waterproofing Unlimited, Inc. Waterproofing Unlimited, Inc., is an S Corporation organized under the laws of the State of Florida with its principal place of business located at 103 Bass Ave, Fort Walton Beach, Florida. It filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 16-30441) on May 11, 2016. Teresa M. Dorr, Esq., at Zalkin Revell, PLLC, serves as the Debtor's bankruptcy counsel. WESTERN INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Western Industrial LLC 11709 Cyrus Way Mukilteo, WA 98275 Case No.: 16-13353 Chapter 11 Petition Date: June 24, 2016 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Marc Barreca Debtor's Counsel: Emily A Jarvis, Esq. WELLS AND JARVIS, P.S. 500 Union St Ste 502 Seattle, WA 98101 Tel: 206-624-0088 Ext 4 E-mail: emily@wellsandjarvis.com - and - Jeffrey B Wells, Esq. WELLS AND JARVIS, P.S. 500 Union St Ste 502 Seattle, WA 98101 Tel: 206-624-0088 E-mail: paralegal@wellsandjarvis.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark L Jackson, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb16-13353.pdf Y&K SUN: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Y&K Sun, Inc. Y&K Sun, Inc. sought Chapter 11 protection (Bankr. D. Colo. Case No. 16-14761) on May 12, 2016. The case judge is Hon. Howard R. Tallman. The Debtor is represented by Andrew D. Johnson, Esq., at Oonsager Guyerson Fletcher Johnson. The Debtor estimated $1 million to $10 million in assets and debt. ********* 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 ***