/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160810.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 10, 2016, Vol. 20, No. 223 Headlines 401 PROPERTIES: Court Dismisses Bankruptcy Case AC NW RETAIL: Voluntary Chapter 11 Case Summary AEROPOSTALE INC: In Talks for Sale to Versa Capital AFFINITY HEALTH CARE: Fails to Safely Discharge Patient, PCO Says ALIMERA SCIENCES: Incurs $6.86-Mil. Net Loss in Q2 Ended June 30 ALLIED FINANCIAL: Plan Confirmation Hearing Set for Sept. 7 ALPHA NATURAL: Court Won't Review Plan Termination Order BAMC DEVELOPMENT: US Trustee Fails to Appoint Creditors' Committee BARRY JAMISON: Plan Confirmation Hearing Set for Sept. 22 BIOCEPT INC: Reports $4.59-Mil. Net Loss in June 30 Quarter BLUBERI GAMING: Court Dismisses AGS' Bid to Compel Performance BOWLMOR AMF: Moody's Affirms B3 CFR, Outlook Stable BOYD GAMING: Moody's Revises Outlook to Positive & Affirms B2 CFR CAESARS ENTERTAINMENT: Has $2.04-Bil. Net Loss in June 30 Quarter CAMP INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable CANEJAS SE: Disclosure Statement Hearing Set for Sept. 7 CITY SPORTS: Court Reclassifies Gift Card Claim as Gen. Unsecured CITY SPORTS: Gift Card Holders Lack Priority Status, Judge Says COMMUNITY HEALTH: S&P Lowers CCR to 'B', Outlook Stable COMPASSIONATE HEALTH CARE: Asks Court to Approve Plan Disclosures CROFCHICK REALTY: Pennsylvania Revenue Dept. Objects to Plan DAYTON POWER: S&P Retains 'BB' ICR on CreditWatch Negative DPA INVESTORS: $3.23M Sale to Pay Creditors in Full ECHOSTAR BROADBAND: S&P Lowers Issuer Credit Ratings to B+ EMERALD OIL: Exclusive Period to File Plan Extended to Dec. 19 ESH HOSPITALITY: S&P Rates Proposed $1.65BB Sr. Facility 'BB+' EXCO RESOURCES: Incurs $111.35-Mil. Net Loss in Q2 Ended in June FAIRYTALE DAY CARE: Disclosures OK'd; Plan Hearing on Sept. 21 FAMILY AUTO: Plan, Disclosures Approval Hearing on Sept. 16 FIRST EVANGELIST: Taps Residential Appraisal Resource as Appraiser FIRST NIAGARA: Fitch Raises Preferred Stock Rating to BB FLORHAM PARK: Court Extends Plan Filing Period to Dec. 7 FRAMINGHAM 300: Disclosures OK'd; Confirmation Hearing on Aug. 25 FTI CONSULTING: S&P Raises CCR to 'BB+'; Outlook Stable GARDA WORLD: S&P Affirms 'B' CCR, Outlook Stable GARY ROLAND: Debtor's Sister to Contribute $10,000 to Fund Plan GAWKER MEDIA: In Settlement Talks with Hulk Hogan GLOWPOINT INC: Records $605-K Net Loss in Quarter Ended June 30 GOODRICH PETROLEUM: Has Conditional OK of New Financing Package GRAPHIC PACKAGING: Moody's Assigns Ba2 Rating on $300MM Sr. Notes GRAPHIC PACKAGING: S&P Rates Proposed $300MM Sr. Notes 'BB+' GUP'S HILL PLANTATION: Unsecureds to Recoup 5.5% Under Plan HANCOCK FABRICS: Seeks Exclusivity Extension Thru Dec. 2 HARVEST OIL: Aug. 16 Deadline for Plan Confirmation Objections HCA INC: Fitch Assigns 'BB+/RR1' Rating to $1BB Sr Secured Notes HCA INC: Moody's Assigns Ba1 Rating on $1BB Sr. Sec. Notes HERCULES OFFSHORE: Plan Confirmation Hearing Moved to Sept. 22 HILTON ESCROW: Moody's Assigns Ba3 Rating on $750MM Sr. Notes HILTON WORLDWIDE: S&P Assigns 'BB+' Rating on Proposed $1BB Notes HOVNANIAN ENTERPRISES: Fitch Gives 'B/RR1' Rating to 1st Lien Loans INDIANA FINANCE: Fitch Cuts Private Activity Bonds Ratings to 'BB' INMOBILIARIA BAFCO: Disclosure Statement Hearing Set for Sept. 7 INNOVATION VENTURES: Moody's Assigns B1 Rating on $25MM Facility INTERVENTION ENERGY: EIG Raised Concerns Over Banker's Fees ISLAND CONCEPTS: Hires Derbes Law Firm as Bankr. Counsel KALPANA J PATEL: Hearing to Consider Plan Outline on Sept. 8 KIDS ONLY II: Creditor Proposes Full Payment Chapter 11 Plan KIDS ONLY II: RREF Files Ch. 11 Liquidating Plan KIDS ONLY III: RREF Proposes Ch. 11 Plan of Liquidation LANSING TRADE: S&P Lowers CCR to 'B'; Outlook Stable LBH NATIONAL: US Trustee Fails to Appoint Creditors' Committee LEAP FORWARD GAMING: Files Plan of Liquidation LEHMAN BROTHERS: LBSF's Claims Against BofA Dismissed LESLIE JOE WENNINGER: Final Plan Outline Hearing on Aug. 25 LIFE PARTNERS: Fiduciaries Recommend Moran Investor Plan LOGAN'S ROADHOUSE: Asks Court to Approve $75-Mil. DIP Loans LOGAN'S ROADHOUSE: Case Summary & 30 Largest Unsecured Creditors LOGAN'S ROADHOUSE: Employs Donlin Recano as Claims & Notice Agent LOGAN'S ROADHOUSE: Files for Chapter 11 Bankruptcy Protection LOUISIANA-PACIFIC CORP: S&P Raises Rating to 'BB'; Outlook Stable LRI HOLDINGS: Files for Bankruptcy Protection MARIA LUZ MERCADO: Plan Confirmation Hearing Set for Dec. 6 MATTRESS FIRM: S&P Puts 'B+' CCR on CreditWatch Positive MATTRESS HOLDING: Moody's Puts B1 CFR Under Review for Upgrade MAXI CONTAINER: Case Summary & 20 Largest Unsecured Creditors MAXUS ENERGY: Aug. 15 Hearing on $63.1 Million DIP Financing MAXUS ENERGY: Benjamin Moore, Occidental Object to DIP Loan MIDSTATES PETROLEUM: Needs Until Oct. 27 to File Plan MISSISSIPPI HOME: S&P Raises Rating on Revenue Bonds to 'BB+' MJ HOLDINGS: Reports $8-K Net Loss in Second Quarter Ended June 30 MOREHOUSE COLLEGE: Moody's Lowers Rating on $37MM Bonds to Ba1 N.P.H.B. RESTAURANT: Involuntary Chapter 11 Case Summary NEW BEGINNINGS: PCO Files 3rd Report on 13 Facilities OASIS OUTSOURCING: Moody's Affirms B2 CFR, Outlook Stable OLGA'S KITCHEN: Hearing on First Amended Plan Set for Sept. 22 PARAGON OFFSHORE: Enters Into Agreement for Amended PSA PARAGON OFFSHORE: Seeks Approval of Plan Support Agreement PEABODY ENERGY: Needs Until Nov. 9 to File Ch. 11 Plan PERSONAL COMMUNICATIONS: Bid to Enforce Sale Order Partly Granted PFO GLOBAL: Has $1.41-Mil. Net Loss in Qtr. Ended March 31 PILGRIM MEDICAL: Disclosure Statement Hearing Set for Sept. 8 PREMIER WELLNESS: Seeks Nov. 1 Extension of Plan Filing Date PRIMORSK INT'L: Disclosure Statement Approval Hearing on Aug. 23 PRIMORSK INT'L: Swap & Unsecured Claims Get Nothing Under Plan PROASSURANCE CORP: Moody's Assigns Ba1 Stock Shelf Rating PTC GROUP: S&P Lowers Foreign Issuer Credit Rating to D PTC GROUP: S&P Raises Issuer Credit Rating to CCC+ QUANEX BUILDING: S&P Withdraws 'BB-' Corporate Credit Rating RICHARD D. ARNOLD: Unsecured Creditors to be Paid 100% in 60 Months RINCON ISLAND: Case Summary & 20 Largest Unsecured Creditors ROGER ALLEN MCCRACKEN: Randy Burke Joins Creditors' Committee ROKA BIOSCIENCE: Posts $7.56-Mil. Net Loss in Second Quarter RON SAMUEL ISRAELI: Plan Confirmation Hearing Set for Sept. 27 RONALD WALTERS: Files Fourth Amended Disclosure Statement SANDRIDGE ENERGY: Seeks Exclusivity Extension Thru Jan. 13 SHARP FINANCIAL: Case Summary & 20 Largest Unsecured Creditors SHEEHAN PIPE LINE: Seeks Sept. 14 Extension of Plan Filing Date STAGE PRESENCE: Plan Confirmation Hearing Set for Sept. 22 STARCO VENTURES: Ch.11 Trustee Hires Gunster as Special Counsel STW RESOURCES: Files Voluntary Chapter 11 Bankruptcy Petition SUGARMADE INC: Reports $10.23-Mil. Net Loss in 2015 SUNEDISON INC: 5 Additional Debtors' Chapter 11 Case Summary SYNCARDIA SYSTEMS: Wins Approval to Hold Bankruptcy Auction TAG FINANCIAL: Case Summary & 20 Largest Unsecured Creditors TERRY R. CLARK: Court Sets Sept. 15 Plan Confirmation Hearing TEXAS PELLETS: Seeks Nov. 28 Extension of Plan Filing Date TRUMP ENTERTAINMENT: Taj Closing May Sway NJ Casino Expansion Vote TUSK ENERGY: Asks Court to Extend Schedules Filing Deadline TUSK ENERGY: Case Summary & 4 Unsecured Creditors TUSK ENERGY: Files for Bankruptcy Protection, Looks for Buyer TUSK ENERGY: Origin Bank Agrees to Provide $500,000 DIP Loan TUSK ENERGY: Seeks Joint Administration of Chapter 11 Cases TWO MILE RANCH: US Trustee Fails to Appoint Creditors' Committee VALUE PROPERTIES: Court Confirms Ch. 11 Plan VESTIS RETAIL: Needs Until Dec. 14 to File Ch. 11 Liquidating Plan WHITE MARINE: Plan Confirmation Hearing Set for Oct. 6 WINDMILL RESERVE: Asks Court to Approve Use of Cash Collateral WINDMILL RESERVE: Taps Berger Singerman as Counsel WINDMILL RESERVE: Voluntary Chapter 11 Case Summary ZERO BARNEGAT: Voluntary Chapter 11 Case Summary [*] CFPB Expands Foreclosure Protections [*] Fitch Affirms 83% of Public Ratings Reviewed After Update [*] Fitch: Competitive US Auto Pressures to Bend but Not Break ABS ********* 401 PROPERTIES: Court Dismisses Bankruptcy Case ----------------------------------------------- Judge Jacqueline P. Cox of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, dismissed the bankruptcy case captioned In re 401 Properties Limited Partnership, Debtor, Bankr. No. 14-44983 (Bankr. N.D. Ill.). Judge Cox dismissed the case on the motions of the U.S. Trustee and Legacy Re and Rock Solid. The judge also granted the motion to dismiss at Docket Number 227, finding the bankruptcy case was not filed in good faith. The motion for an order dismissing the bankruptcy case at Docket Number 206 was also granted by Judge Cox upon finding that the case represents an attempt to forum shop the underlying internecine battle for control of the debtor, which is not what bankruptcy is designed to accomplish. A full-text copy of Judge Cox's August 4, 2016 memorandum opinion is available at http://bankrupt.com/misc/ilnb14-44983-295.pdf About 401 Properties Chicago, Illinois-based 401 Properties Limited Partnership sought Chapter 11 protection on June 23, 2010 (Bankr. N.D. Ill. Case No. 10-28114). Louis D. Bernstein, Esq., at Bernstein Law Firm, LLC, assists the Debtor in its restructuring effort. The Company estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities in its Chapter 11 petition. The Company scheduled assets of $11,018,507 and debts of $12,459,316 as of the Petition Date. AC NW RETAIL: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: AC NW Retail Investment LLC 149 Madison Avenue 8th Floor New York, NY 10016 Case No.: 16-23085 Chapter 11 Petition Date: August 9, 2016 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Benjamin Ringel, sole equity member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. AEROPOSTALE INC: In Talks for Sale to Versa Capital --------------------------------------------------- Lillian Rizzo, writing for The Wall Street Journal, reported that distressed private-equity investor Versa Capital is considering making a play for Aeropostale Inc., according to the teen apparel retailer. According to the report, in papers filed in Aeropostale's bankruptcy case, the retailer said it has been in discussions with Versa regarding a possible stalking horse, or lead, bid for the company at a coming auction. While nothing is set in stone, court papers show a potential Versa bid could include a cash payment for Aeropostale's inventory, the assumption of more than 500 existing and modified store leases, and "continued employment for thousands of store-level and corporate employees," the report related. A condition of Versa's bid, however, is a demand that Aeropostale reimburse the private-equity company's expenses, up to $500,000, the report further related. That condition was approved by Judge Sean Lane of the U.S. Bankruptcy Court in New York, the report said. Bids for Aeropostale are due Aug. 18, the report added. If needed, an auction will be held Aug. 22, with the winning bid set for court review at an Aug. 24 hearing, the report said. About Aeropostale Inc. Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016.Â Â The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. The U.S. trustee for Region 2 on May 11 appointed seven creditors of Aeropostale Inc. to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP as counsel. AFFINITY HEALTH CARE: Fails to Safely Discharge Patient, PCO Says ----------------------------------------------------------------- Nancy Shaffer, the Patient Care Ombudsman appointed for Affinity Health Care Management, Inc., has reported, on August 5, 2016, to the Honorable Julie A. Manning, Chief United State Bankruptcy Judge, of the final hours of the discharge of the last remaining resident at the Alexandria Manor. The discharge plan is developed by the multi-disciplinary team. The plan includes all aspects of the individualꞌs life including medical, physical, and psychosocial. The PCO assessed that the way the Alexandria Manor administration handled the situation was not in the best interest of the resident, it was a business decision. Alexandria Manor was willing to go along with a discharge to a motel. When that did not work, they proposed the plan to transfer the resident to their sister facility knowing the ramifications. Further, they did not discharge the resident with medications per physician orders. While it did meet Alexandria's resolve to close the home/discharge all residents by end of business on July 29, it did not, in the Patient Care Ombudsman's opinion, meet their responsibilities for a safe discharge. The safe discharge took place because another entity, the Money Follows the Person Program, ensured the safety and well-being of the resident. The PCO can be contacted at: Nancy Shaffer CT State Long Term Care Ombudsman Department of Social Services 25 Sigourney Street Tel: (860) 424-5238 E-mail: nancy.shaffer@ct.gov About Affinity Health Care Management Affinity Health Care Management, Inc., Health Care Investors, Inc. d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home management company. They filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on January 13, 2016. Hon. Julie A. Manning presides over the cases. Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the Debtors. In its petition, Affinity Health Care Management estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. The Debtors noted in a court filing that their total secured and unsecured debt exceeding $16 million. The Debtors' petitions were signed by Benjamin Fischman, president. A committee of unsecured creditors has been appointed and Neubert Pepe & Monteith, P.C. has been retained as the committee's counsel. ALIMERA SCIENCES: Incurs $6.86-Mil. Net Loss in Q2 Ended June 30 ---------------------------------------------------------------- Alimera Sciences, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q for the three months ended June 30, 2016. The company has incurred a net loss applicable to stockholders of $6.86 million on $9.56 million of net revenue for the three months ended June 30, 2016, compared to a net loss applicable to stockholders of $8.60 million on $5.78 million of net revenue for the same period in 2015. At June 30, 2016, the company had total assets of $58.77 million, total liabilities of $46.96 million, and total shareholders' equity of $11.80 million. Alimera Sciences, Inc., has incurred negative cash flow from operations and has accumulated a deficit of $361,903,000 from inception through June 30, 2016. As of June 30, 2016, the Company had approximately $16,627,000 in cash and cash equivalents. As of June 30, 2016, the Company did not meet the liquidity threshold covenant under the Company's loan and security agreement with Hercules Capital, Inc. While this violation was waived by Hercules, the Company's current financial forecast for the remainder of 2016 projects that the Company must obtain alternative or additional financing or it is probable that the Company will not be in compliance with its covenants in the future. While these financial covenant requirements may be waived in the future, there can be no certainty that this will be the case. The Company is currently pursuing alternative or additional debt financing and has an at-the-market offering in place under which it can sell up to approximately $33,784,000 of its common stock as of June 30, 2016. In an event of default, all amounts may become due under the Company's loan agreement with Hercules and there would be substantial doubt about its ability to continue as a going concern. Further, due to the limited revenue generated by ILUVIEN to date, even if the Company is able to refinance its loan and security agreement with Hercules and maintain compliance with its debt covenants, it will need to raise additional capital to fund the continued commercialization of ILUVIEN. If the Company is unable to raise additional financing, the Company will need to adjust its commercial plans so that it can continue to operate with its existing cash resources. The actual amount of funds that the Company will need will be determined by many factors, some of which are beyond its control and the Company may need funds sooner than currently anticipated. The Company's negative cash flow from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. A full-text copy of the company's quarterly report is available for free at: https://is.gd/XKKQOS Alimera Sciences, Inc., is an Alpharetta, Georgia-based pharmaceutical company that specializes in the research, development and commercialization of prescription ophthalmic pharmaceuticals. The company is focused on diseases affecting the back of the eye, or retina. ALLIED FINANCIAL: Plan Confirmation Hearing Set for Sept. 7 ----------------------------------------------------------- The Hon. Mildred Caban Flores approved the disclosure statement explaining the Chapter 11 Plan of Allied Financial, Inc., permitting the debtor and parties-in-interest to solicit acceptances or rejections of the debtor's Plan of Reorganization, pursuant to 11 U.S.C. Sec. 1125. A hearing for the consideration of confirmation of the Plan and of objections as may be made to the confirmation of the Plan will be held Sept. 7, 2016, at 9:00 a.m. at the Jose V. Toledo Federal Building and US Courthouse, 300 Recinto Sur Street, Courtroom 3, Third Floor, San Juan, Puerto Rico. The Plan documents were filed May 12, 2016. Any objection to confirmation of the Plan shall be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. Objections to claims must be filed prior to the hearing on confirmation. The Debtor will include in its objection to claim a notice that if no response to the objection is filed within 30 days, the motion will be considered and decided without the actual hearing. If a written response or opposition to the objection to claim is timely filed, the contested matter will be heard on the date that the hearing on confirmation has been scheduled. About Allied Financial Allied Financial, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00180) on Jan. 15, 2016. The petition was signed by Rafael Portela, president of the Board of Directors. The Debtor disclosed total assets of $10.3 million and total debt of $9.14 million. C. Conde & Assoc. is counsel to the Debtor. Judge Mildred Caban Flores presides over the case. ALPHA NATURAL: Court Won't Review Plan Termination Order -------------------------------------------------------- Judge Kevin R. Huennekens of the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division, denied the motion filed by three of the participants in the Alpha Natural Resources Inc. and Subsidiaries Deferred Compensation Plan, seeking reconsideration of the court's termination order. The court's termination order had granted the motion filed by Alpha Natural Resources, et al., seeking authority under sections 363 and 365 of the Bankruptcy Code to reject three nonqualified deferred compensation plans and two executive retirement plans . Judge Huennekens found that there are no grounds to reconsider the termination order under Federal Rules of Bankruptcy Procedure Rules 9023 and 9024 because the debtors' motion to terminate was properly brought before the court as a contested matter and an adversary proceeding was not required. A full-text copy of Judge Huennekens's August 5, 2016 memorandum opinion is available at http://bankrupt.com/misc/vaeb15-33896-3221.pdf About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. BAMC DEVELOPMENT: US Trustee Fails to Appoint Creditors' Committee ------------------------------------------------------------------ The U.S. Trustee informs the U.S. Bankruptcy Court for the Middle District of Florida that a committee of unsecured creditors has not been appointed in the Chapter 11 case of BAMC Development Holding LLC due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Headquartered in Tampa, Florida, BAMC Development Holding LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-05643) on June 30, 2016, estimating its assets at between $1 million and $10 million and its liabilities at between $1 million and $10 million. The petition was signed by Thomas Ortiz, managing member. Judge Catherine Peek McEwen presides over the case. W Bart Meacham, Esq., who has an office in Tampa Florida, serves as the Debtor's counsel. BARRY JAMISON: Plan Confirmation Hearing Set for Sept. 22 --------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey has conditionally approved Barry Jamison Pilgrim and Jacqueline Kyla Pilgrim's Chapter 11 combined plan of reorganization and disclosure statement. The Debtors filed the Disclosure Statement on July 13, 2016. A hearing on the final approval of the Disclosure Statement and for Confirmation of the Plan will be held on Sept. 22, 2016, at 11:00 a.m. The Combined Plan of Reorganization and Disclosure Statement, and a Ballot conforming to Official Form 14, must be mailed to creditors, equity security holders, and other parties in interest, and be transmitted to the U.S. Trustee Aug. 8, 2016. Sept. 8, 2016, is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. Sept. 8 is also the last day for filing written acceptances or rejections of the Plan. Barry Jamison Pilgrim and Jacqueline Kyla Pilgrim filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-16614) on April 6, 2016. Thaddeus R. Maciag, Esq., at Maciag Law, LLC, serves as the Debtors' bankruptcy counsel. BIOCEPT INC: Reports $4.59-Mil. Net Loss in June 30 Quarter ----------------------------------------------------------- Biocept, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.59 million on $662,860 of revenues for the three months ended June 30, 2016, compared to a net loss of $4.03 million on $76,768 of revenues for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $9.47 million on $884,229 of revenues, compared to a net loss of $7.83 million on $226,770 of revenues for the same period in the prior year. At June 30, 2016, the company had total assets of $6.30 million, total liabilities of $6.72 million, and total shareholders' deficit of $419,402. As of June 30, 2016, cash and cash equivalents totaled $3.8 million and the Company had an accumulated deficit of $164.7 million. For the year and six month periods ended December 31, 2015 and June 30, 2016, the Company incurred net losses of $16.9 million and $9.5 million, respectively. At June 30, 2016, the Company had aggregate gross interest-bearing indebtedness of approximately $5.0 million, of which approximately $1.9 million was due within one year in the absence of subjective acceleration of amounts due under a credit facility entered into in April 2014 with Oxford Finance LLC, or the April 2014 Credit Facility, in addition to approximately $2.2 million of other non-interest bearing liabilities. Additionally, in February 2016, the Company signed a firm, noncancelable, and unconditional commitment in an aggregate amount of $1,062,500 with a vendor to purchase certain inventory items, payable in minimum quarterly installments of $62,500 through May 2020. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Company's SEC report is available at: https://is.gd/gv9YiI Biocept, Inc., is a commercial-stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell, or CTC, and circulating tumor DNA, or ctDNA, assays utilizing a standard blood sample to improve the treatment that oncologists provide to their patients by providing better, more detailed information on the characteristics of their tumor. BLUBERI GAMING: Court Dismisses AGS' Bid to Compel Performance -------------------------------------------------------------- Judge Timothy A. Barnes of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, denied AGS LLC's Motion to Compel Performance of Bluberi Gaming Technologies Inc., finding that AGS has failed to establish a contractual right to the performance it seeks under Section 365(n)(4) of the Bankruptcy Code. A full-text copy of Judge Barnes' August 4, 2016 memorandum decision is available at http://bankrupt.com/misc/ilnb16-05364-111.pdf About Bluberi Gaming Headquartered in Drummondville, Quebec, Canada, Bluberi Gaming Technologies Inc., Bluberi Group Inc. and Bluberi USA, Inc., are engaged in the development, sale and deployment of electronic gaming machines to various casinos in the United States, the Caribbean, Latin America, and North America. Bluberi Gaming, et al., filed Chapter 15 bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 16-05364, 16-05366 and 16-05367, respectively) on Feb. 18, 2016, to seek U.S. recognition of their insolvency proceeding currently pending in Canada. Judge Timothy A. Barnes has been assigned the Chapter 15 cases. Denton US LLP represents Bluberi in the Chapter 15 cases. BOWLMOR AMF: Moody's Affirms B3 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service has affirmed Bowlmor AMF Corp.'s B3 corporate family rating following the proposed transaction. As part of the rating action, Moody's has assigned a B2 rating to the new 1st lien credit facility which includes a $470 million seven year term loan and a $30 million five year revolver. The proposed $130 million 2nd lien term loan was assigned a Caa2 rating. The probability of default rating (PDR) was upgraded to B3-PD from Caa1-PD due to the change to a first and second lien debt structure from a first lien only structure. The rating outlook is stable. The use of proceeds of the financing is to repay $397 million of existing 1st lien term loan, fund an approximately $172 million equity repurchase offer, add $10 million of cash to the balance sheet, and pay transaction fees and expenses. The ratings on the existing revolver and 1st lien term loan will be withdrawn upon repayment. The financing will increase outstanding debt by $203 million and cause leverage to increase to 8.2x (including Moody's standard lease adjustments) from 7x as of the end of March 2016. Moody's took these rating actions: Bowlmor AMF Corp. Corporate Family Rating, affirmed B3 Probability of Default Rating, upgraded to B3-PD from Caa1-PD Outlook, stable AMF Bowling Centers, Inc., $30 million 1st lien Revolving Credit Facility due 2021, Assigned B2, LGD3 $470 million 1st lien term loan due 2023, Assigned B2, LGD3 $130 million 2nd lien term loan due 2024, Assigned Caa2, LGD5 Outlook, stable The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. RATINGS RATIONALE Bowlmor AMF's B3 CFR reflects the high pro-forma leverage and the pre-acquisition bankruptcy filings of AMF Bowling Worldwide, Inc. in 2001 and 2012. Leverage is high at 8.2x (including Moody's standard adjustments that capitalize the net present value of future minimum lease commitments) or 7.1x excluding lease adjustments. The sensitivity to the economy for leisure bowlers is also reflected in the rating. The ratings receive support from the strong management team and substantial cost savings achieved over the past several years as well as positive comparable center growth. Bowlmor has had success increasing higher margin casual bowlers which are likely to spend more than traditional league bowlers. Management has also shown good discipline with their discount policy and has grown revenue in its group events and private parties business. Substantial capital expenditures to upgrade current locations have also contributed to growth and are expected to continue going forward. Moody's anticipates leverage to decline going forward from modest revenue growth and good cost management that will lead to further improvement in EBITDA levels. Moody's anticipates that Bowlmor AMF will have good liquidity over the next 12 months, supported by approximately $76 million of cash pro-forma for the transaction and an undrawn $30 million revolver. Moody's expects the company to generate modest amounts of free cash flow over the projection period as a significant amount is anticipated to be spent on capex to rebrand and upgrade its existing centers. Cash flow will also be very seasonal with peak operations in the company's fiscal 2nd and 3rd quarters (the quarters ending in December and March). The term loans and revolver are expected to be subject to a total leverage test. The company is projected to spend approximately $50 million a year on capex, but will not be subject to maximum capex limit as it was in the prior credit agreement. Bowlmor has the ability to issue incremental facilities in the amount of $75 million and an unlimited amount as long as pro-forma leverage levels are equal to or lower than they were at closing. Moody's believes that the company may consider additional equity friendly transactions over time. The stable outlook reflects Moody's expectation that Bowlmor AMF will be able to achieve positive organic revenue growth and operating improvements that will lead to higher EBITDA and a modest reduction in leverage levels over the rating horizon. Moody's could upgrade Bowlmor AMF's ratings if leverage were to decrease below 7.25x (including Moody's lease adjustments) on a sustainable basis with free cash flow to debt above 2%. Positive organic revenue growth with a good liquidity position would also be required as would confidence that additional debt financed, equity friendly transaction were not likely. Moody's could downgrade the company's ratings if performance were to deteriorate due to poor operational performance or an economic decline that raised concern about the ability of the company to service its debt or remain in compliance with its financial covenants. A weak liquidity position would also put negative pressure on the ratings. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Bowlmor AMF is a leading bowling center operator in the US with additional locations in Canada and Mexico. The company was created following the acquisition of AMF by Strike Holdings LLC (Bowlmor) in 2013. The company acquired 85 bowling centers from Brunswick Corporation in September 2014. The combined company operates bowling centers under the AMF, Brunswick Zone, Brunswick Zone XL, Brunswick's, Bowlero, and Bowlmor brands. BOYD GAMING: Moody's Revises Outlook to Positive & Affirms B2 CFR ----------------------------------------------------------------- Moody's Investors Service revised Boyd Gaming Corporation's rating outlook to positive from stable. Boyd's B2 Corporate Family and B2-PD Probability of Default ratings were affirmed along with the company's Ba3 bank loan rating, B3 senior unsecured note rating, and SGL-2 Speculative Grade Liquidity rating. At the same time, Moody's assigned a Ba3 to Boyd's new $1.6 billion credit facility comprised of $700 million revolver, $200 million term loan A and $700 million term loan B-2. Proceeds from the new facilities along with about $1 billion of cash will be used to repay the company's existing term loan A due 2018 (term B due 2020 will remain in the capital structure) and 9% senior notes due 2020, fund the acquisition of Aliante Casino + Hotel + Spa, Cannery Casino Hotel and Eastside Cannery Casino, and repay all of the outstanding debt located at its wholly-owned Peninsula Gaming, LLC (Peninsula) subsidiary. The refinancing will eliminate the restricted group financing at Peninsula which will then allow Boyd to incorporate Peninsula's assets into Boyd's restricted group financing structure. "The positive rating outlook considers increasing confidence on Moody's part that Boyd will apply its free cash flow towards debt repayment with the intention of achieving and maintaining debt/EBITDA below 5.0 times by the end of fiscal 2017, the targeted leverage required for Boyd to be considered for a one-notch upgrade," stated Keith Foley, a Senior Vice President at Moody's. "The positive outlook also considers the benefits of the proposed transaction including the elimination of debt scheduled to mature in 2017 and 2018 at the company's Peninsula subsidiary, the plan to refinance Boyd's 9% notes due 2020, and the expectation that the proposed refinancing will lower Boyd's overall cost of debt," added Foley. Boyd ratings affirmed: Corporate Family Rating, at B2 Probability of Default Ratings, at B2-PD Speculative Grade Liquidity rating, at SGL-2 $900 million term loan B due 2020, at Ba3(LGD2) $750 million 6.875% senior notes due 2023, at B3(LGD5) $750 million 6.375% senior notes due 2026, at B3(LGD5) New ratings assigned to Boyd: $700 million revolver -- Ba3(LGD2) $200 million term loan A -- Ba3(LGD2) $700 million term loan B-2 -- Ba3(LGD2) Boyd ratings that will be refinanced and/or withdrawn once the proposed transaction closes: $600 million revolver due 2018 - Ba3 (LGD2) $250 million term loan A due 2018 - Ba3(LGD2) $350 million 9% senior notes due 2020 - Ba3 (LGD2) Peninsula ratings that will be refinanced and/or withdrawn once the proposed transaction closes: Corporate Family Rating - B2 Probability of Default Ratings - B2-PD Stable rating outlook $50 million super-priority revolver due 2018 - Ba2 (LGD1) $825 million term loan due 2017 - B1 (LGD3) $350 million 8.375% senior notes due 2018 - Caa1 (LGD5) RATINGS RATIONALE Boyd's ratings reflect the company's significant size and geographic diversification with respect to revenue, earnings, and number of casino assets along with our expectation that the company will maintain its positive free cash flow profile. Moody's stable Industry Sector Outlook (ISO) for the US Gaming industry also supports the rating. Boyd along with other US regional gaming companies are now seeing the benefits of their lower and more efficient cost structures as improved operating leverage will result in a greater contribution to EBITDA from each dollar of revenue. Key concerns include Boyd's high leverage, at about 5.7 times on a pro forma basis. Additionally, while there have been some recent improvements in overall gaming demand throughout the US, Boyd and other U.S. regional gaming operators face casino oversupply conditions and the resulting cannibalization of customer dollars that is occurring throughout many US gaming markets. Boyd's rating could be upgraded if it appears the company will be able to achieve and maintain debt/EBITDA below 5.0 times. An upgrade would also require a continuation of stable gaming revenue trends along with the maintenance of a good liquidity profile. A downgrade could occur if Boyd's debt/EBITDA rises to and stays at or above 6.25 times for any reason. The outlook could be revised back to stable if Boyd announces an acquisition or growth capital expenditure plan that would delay its ability to reduce debt/EBITDA below 5.0 times by the end of fiscal 2017. Boyd owns and operates 21 wholly-owned gaming entertainment properties in Nevada, Illinois, Indiana, Iowa, Kansas, Louisiana and Mississippi. In addition, Boyd recently announced that it has reached agreements to acquire the Aliante Casino + Hotel + Spa, resort-style casino and hotel located in North Las Vegas, the Cannery Casino Hotel located in North Las Vegas, and Eastside Cannery Casino and Hotel located in the eastern part of the Las Vegas Valley. Boyd reported consolidated net revenue of about $2.2 billion for the latest 12-month period ended June 30, 2016. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. CAESARS ENTERTAINMENT: Has $2.04-Bil. Net Loss in June 30 Quarter ----------------------------------------------------------------- Caesars Entertainment Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the three months period ended June 30, 2016. The company posted a net loss of $2.04 billion on $1.23 billion of net revenues for the three months ended June 30, 2016, compared to a net income of $50 million on $1.14 billion of net revenues for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $2.32 billion on $2.40 billion of net revenues, compared to a net income of $6.85 billion on $2.39 billion of net revenues for the same period in the prior year. At June 30, 2016, the company had total assets of $12.12 billion, total liabilities of $12.21 billion, and total stockholders' deficit of $96 million. The company does not believe that the event of default by CEOC resulting from its bankruptcy filing will directly affect the liquidity of the Company and its consolidated operating subsidiaries as of June 30, 2016, due to the absence of cross-default provisions in the indebtedness issued by other CEC subsidiaries and a 2014 modification of a parent guarantee. However, as stated previously, there is substantial doubt as to CEC's ability to continue as a going concern as they have limited cash available to meet its financial commitments, primarily resulting from significant expenditures made to (1) defend the Company against the matters (2) support CEOC's plan of reorganization (the "Restructuring"); CEC have made material future commitments to support the Restructuring; and the Company is a defendant in litigation, including the Noteholder Disputes, and other noteholder disputes relating to certain CEOC transactions dating back to 2010, that if resolved against CEC would raise substantial doubt about its ability to continue as a going concern. A full-text copy of the form 10-Q is available for free at: https://is.gd/2NZXhj About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the disclosure statement explaining the second amended joint Chapter 11 plan of reorganization of Caesars Entertainment Operating Company Inc. and its debtor-affiliates. The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time) as last day for any holder of a claim entitle to vote to accept or reject the Debtors' plan. A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, to confirm the Debtors' plan. Objections to confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time). CAMP INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable -------------------------------------------------------- S&P Global Ratings said it affirmed its 'B-' corporate credit rating on Merrimack, N.H.-based CAMP International Holding Co. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed $529 million first-lien term loan and $40 million first-lien revolver. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; higher end of the range) recovery for lenders in the event of a payment default. S&P also assigned its 'CCC' issue-level rating and '6' recovery rating to its $188 million second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. "The rating affirmation reflects CAMP's ability to absorb the additional cash interest payments under the new capital structure without meaningfully impairing its financial risk profile," said S&P Global Ratings credit analyst Kenneth Fleming. It also reflects S&P's expectation for continued growth in EBITDA based on recent acquisitions and a new long-term exclusive contract with business jet manufacturer Gulfstream, which should enable CAMP to delever over time. The stable outlook reflects S&P's view that the company's recurring and predictable revenue base should result in sufficient cash flow from operations to meet its debt service payments and reduce leverage over time primarily through EBITDA expansion. CANEJAS SE: Disclosure Statement Hearing Set for Sept. 7 -------------------------------------------------------- The Hon. Mildred Caban Flores scheduled a hearing to approve the disclosure statement explaining the Chapter 11 Plan for Canejas S.E. for Sept. 7, 2016 at 9:00 a.m. Objections to the form and content of the disclosure statement are due 14 days prior to the hearing. Objections not timely filed and served will be deemed waived. As reported by the Troubled Company Reporter on July 25, 2016, Canejas S.E. proposes to pay all its creditors in full, according to a Chapter 11 plan of reorganization it filed with the U.S. Bankruptcy Court for the District of Puerto Rico. The restructuring plan filed on July 19, 2016, provides for a 100% payment to all creditors of Canejas, including its general unsecured creditors in Class 5 which, together, assert $79,590 in claims. The proposed plan will be funded through Canejas' assets, surrendering to Banco Popular de Puerto Rico the "Edificio Mars" located in Guaynabo, Puerto Rico, which guarantees its debt to the bank. A copy of the plan outline is available for free at https://is.gd/wWzBOZ About Canejas S.E. Canejas, S.E., a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-02644) on April 4, 2016. The petition was signed by Diego Chevere as managing partner. The Debtor listed total assets of $11.1 million and total debts of $8.55 million. C. Conde & Assoc. represents the Debtor as counsel. Judge Mildred Caban Flores is assigned to the case. CITY SPORTS: Court Reclassifies Gift Card Claim as Gen. Unsecured ----------------------------------------------------------------- Judge Kevin Gross of the United States Bankruptcy Court for the District of Delaware granted City Sports, Inc., et al.'s objection that the claim filed by the Commonwealth of Massachusetts is misclassified as a priority unsecured claim. The claim will be classified as a general unsecured claim. The claim was filed by the Commonwealth for unredeemed gift cards issued by City Sports, Inc., and City Sports-DC, LLC. The Commonwealth sought priority status on the claim under Bankruptcy Code section 507(a)(7). The debtors contended that unredeemed gift cards are entitled only to general unsecured claim status and objected to the Claim in its entirety on two grounds: (1) the Claim is misclassified as a priority unsecured claim pursuant to section 507(a)(7), and (2) it is not supported by the the debtors’ books and records. A full-text copy of Judge Gross' August 4, 2016 order is available at http://bankrupt.com/misc/deb15-12054-794.pdf About City Sports City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and 15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist signed the petition as senior vice president and chief financial officer. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors have engaged DLA Piper LLP (US) as counsel and FTI Consulting, Inc., as financial and restructuring advisor. The Company is a Boston-based specialty sports retailer that offers performance footwear, athletic apparel, and equipment from leading brands as well as the Company's own "CS by City Sports" line for running, fitness, swimming, cycling, tennis, yoga and team sports. CITY SPORTS: Gift Card Holders Lack Priority Status, Judge Says --------------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reported that a Delaware Bankruptcy Judge Kevin Gross ruled Aug. 4, 2016, that customers with gift cards for liquidated sporting goods retailer City Sports simply have an aggregate of $1.2 million in general unsecured claims and not higher priority claims that should be paid out earlier as the Massachusetts Attorney General's Office had argued. In a 25-page opinion, Judge Gross said that the section of the Bankruptcy Code that Massachusetts argues gives unredeemed gift cards priority status, Section 507(a)(7), is not intended to protect consumers with the cards. About City Sports City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and 15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist signed the petition as senior vice president and chief financial officer. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors have engaged DLA Piper LLP (US) as counsel and FTI Consulting, Inc., as financial and restructuring advisor. The Company is a Boston-based specialty sports retailer that offers performance footwear, athletic apparel, and equipment from leading brands as well as the Company's own "CS by City Sports" line for running, fitness, swimming, cycling, tennis, yoga and team sports. In 2015, a joint venture between Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC won the bidding for City Sports stores. Te Company's 26 stores were liquidated. COMMUNITY HEALTH: S&P Lowers CCR to 'B', Outlook Stable ------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on acute-care hospital operator Community Health Systems Inc. to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its rating on the company's secured debt to 'BB-' from 'BB'. S&P's recovery rating on this debt remains '1', indicating its expectation for very high (90%-100%) recovery for lenders in the event of payment default. S&P also lowered its rating on the company's unsecured debt to 'CCC+' from 'B-'. S&P's recovery rating on this debt remains '6', indicating its expectation for negligible (0%-10%) recovery for lenders in the event of payment default. "The rating action on Community Health follows several quarters of operating underperformance, reflecting slower-than-expected volume growth at facilities acquired from Health Management Associates (HMA) in 2014 and increasing expenses that has resulted in elevated leverage metrics," said S&P Global Ratings credit analyst Shannan Murphy. In response to operating pressures and industry trends, the company has begun to rationalize its hospital portfolio to focus on a smaller number of markets where its competitive position should allow it to generate stronger returns. While this strategy will likely help the company reduce debt and position Community for stronger long-term growth, S&P believes that asset sales are unlikely to result in significant deleveraging over the next year. At the same time, the company is also focused on improving volumes and productivity in its remaining markets, including assets acquired from HMA that continue to meaningfully underperform both the industry and Community's legacy operations. For this reason, S&P believes that execution risk is likely to remain elevated over the next few years. The stable outlook reflects S&P's view that Community's ongoing operating challenges will take some time to resolve, as well as S&P's expectation that leverage is likely to remain above 6x over the next few years, even after incorporating S&P's assessment that the company will likely generate some asset sale proceeds to repay debt. It also reflects S&P's belief that the company will generate modestly positive recurring free cash flow, aided by stabilizing EBITDA margins and lower capital spending following recent asset sales. S&P could lower the rating if the company is unable to stabilize its hospital portfolio, resulting in further market share erosion and declining EBITDA margins that lead to persistent cash flow deficits. In S&P's view, cash flow would be imperiled if margins decline a further 100 to 200 basis points from current run-rate levels. A higher rating would require the company to generate substantial, steady free operating cash flow equivalent to about 5% of outstanding funded debt. Given recent operating performance and the company's transitioning business strategy, S&P would need to see several quarters of consistent progress before considering a higher rating. COMPASSIONATE HEALTH CARE: Asks Court to Approve Plan Disclosures ----------------------------------------------------------------- Compassionate Health Care Inc. A Home Health Agency, the Plan Proponent, having filed a Chapter 11 Small Business Disclosure Statement and/or Plan, asks the U.S. Bankruptcy Court to enter an order finding that the Plan itself provides adequate information and that a separate disclosure statement is not necessary and approving the Disclosure Statement submitted on standard forms. The Plan Proponent also asks the Court to conditionally approve the Disclosure Statement and schedule a combined hearing for final approval of the Disclosure Statement and confirmation of the Plan. Attorney for Plan Proponent: Nella M. Bloom, Esq. Thomas D. Bielli, Esq. David M. Klauder, Esq. Bielli & Klauder, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Telephone: 267-630-2466 Facsimile: 215-754-4177 About Compassionate Health Care Compassionate Health Care Inc. A Home Health Agency sought protection under Chapter 11 of the (Bankr. D.N.J. Case No. 16-12166) on February 5, 2016. The Debtor tapped Nella M. Bloom, Esq. of Bloom & Bloom, LLC, as its counsel. CROFCHICK REALTY: Pennsylvania Revenue Dept. Objects to Plan ------------------------------------------------------------ Commonwealth of Pennsylvania, Department of Revenue, filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an objection to the Disclosure Statement dated June 22, 2016, and the Chapter 11 Plan of Reorganization dated May 23, 2016, filed by Crofchick Realty, LLC. A hearing on the Plan Objection is set for Aug. 30, 2016, at 9:30 a.m. The Department claims that the Disclosure Statement does not contain adequate information for the Department and other creditors to make an intelligent and informed judgment as to whether to accept or reject the Plan. According to the Department, the Disclosure Statement is devoid of information regarding the Debtor's delinquent Pennsylvania tax filing obligations and any statement on the Debtor and its members becoming current with these obligations. On Sept. 11, 2015, the Department filed its Pre-Petition Proof of Claim (No. 2-1) against the Debtor for the amount of $2,296.33: Unsecured Priority Claim ($2,116.33) for Corporation Tax for the 2006 through 2014 tax years; and Unsecured Nonpriority Claim ($180.00) for the 2006 through 2014 tax years. On April 1, 2016, the Department filed its Administrative Claim (No. 4-1)against the Debtor for the amount of $260.90 for CT for the 2015 tax year. The amounts set forth for the Debtor's CT claims are estimated as the Debtor has not filed the CT returns for these tax years at the time the Proof of Claim was filed. The Department used estimated CT liabilities for these tax years protect its interests. The statute allows the Department to estimate the CT liabilities when a taxpayer has not filed its CT returns. The Department's records show that the Debtor has not filed CT returns for the 2004 through current tax years. The Debtor has also not filed Pennsylvania S Corporation/Partnership Information returns (Form PA-20S/PA-65) for the 2004 through current tax years. The Department's records show that the Debtor filed Inactive CT returns for the 2004 through 2014 tax years. All these inactive CT returns were incorrectly filed. The Debtor is not an inactive entity for purposes of Pennsylvania CT taxation as it has owned real estate since 2003 and was required to file PA CT returns. Reference should be made to PNC Bank's Proof of Claim No. 5-1 which verifies the Debtor has owned real estate since Dec. 31, 2013; Schedule A - Real Property where the Debtor lists Fee Simple Ownership of real property valued at $154,860; and Article II.D. and Exhibit B of the Disclosure Statement where it statues the Debtor owns real estate. Because it appears that the Debtor may be a pass-through entity and all its income is taxed at the personal income tax level, the Debtor's members are required to report and pay Pennsylvania Personal Income Tax (at the 3.07 % tax rate) on all the Debtor's income which was passed through to them. (This pass through results in a huge reduction in the tax rate from 9.99% to 3.07 %.) Considering the fact that the Debtor may be a pass through entity, the Debtor's members are required to stay current with the filing of their PIT returns The Department's records show that the Debtor's members have not filed their PIT returns for the 2010, 2011, 2014, and 2015 tax years. The Debtor's counsel have been informed of these filing delinquencies. The Department is not able to file correct and complete pre-petition and post-petition proofs of claim as the Debtor has delinquent CT, Form PA-205/PA65 returns, and has not provided all the required information for the Department to correctly determine the Debtor's tax liabilities for these delinquent tax returns. Consequently, any numbers being used by the Debtor to determine its obligations to pay Unsecured Priority and Unsecured Nonpriority Claims will not be correct as the Department cannot finalize its Unsecured Priority and Unsecured Nonpriority Claims because of these delinquent tax returns. The fact that the Debtor's members have failed to stay current with their PIT filings begs the question whether the Debtor will be able to file any of these delinquent tax returns and stay current with all its post-petition filings. This concern would also extend to whether any confirmed plan can be completed. Because the Debtor has not filed all its delinquent tax returns, the Department is not able to file a correct and complete Unsecured Priority Claim. The Plan also has not established any Administrative Bar date for filing administrative claims. The Plan does not provide for the payment of the Department's Administrative Claim on the effective of the Plan. The Department does not agree to a different treatment. The Plan fails to provide specific language that the Debtor will remain current on the filing of all post-petition/post-confirmation returns and payment of the post-petition/postconfirmation taxes. The Department can be reached at: Christos A. Katsaounis, Esq. Senior Counsel PA Department of Revenue Office of Chief Counsel P.O. Box 281061 Harrisburg, PA 17128-1061 Tel: (717) 346-4643 Fax: (717) 772-1459 E-mail: ckatsaouni@state.pa.us Crofchick Realty, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-03724) on Aug. 30, 2015. Tullio DeLuca, Esq., serves as the Debtor's bankruptcy counsel. DAYTON POWER: S&P Retains 'BB' ICR on CreditWatch Negative ---------------------------------------------------------- S&P Global Ratings assigned its 'BBB-' issue rating to Dayton Power & Light Co.'s announced offering of $445 million senior secured notes and placed the rating on CreditWatch with negative implications. The recovery rating on this debt is '1', indicating expectations of very high (90%-100%) recovery in a payment default. S&P's 'BB' issuer credit rating on Dayton Power & Light Co. and its parent, DPL Inc., remain on CreditWatch, where S&P placed them with negative implications on June 27, 2016. The 'BBB-' issue rating for DP&L's proposed $445 million of senior secured note offering and '1' recovery rating indicates expectations of very high (90%-100%) recovery, reflecting collateral coverage of about 144% based on the value of the regulated assets. The CreditWatch listing on the issuer credit ratings is based on the Ohio Supreme Court's opinion that reverses the Public Utilities Commission of Ohio's (PUCO) approval of DP&L's non-bypassable SSR. Under the current SSR, the company was permitted to collect about $110 million per year from 2014 to 2016. The Ohio Supreme Court's opinion increases the likelihood of a weaker financial risk profile, reflecting weaker financial measures for DPL and DP&L that could result in a ratings downgrade. "We will resolve the CreditWatch listing depending on the responses of the PUCO and the company to the Ohio Supreme Court's reversal," said S&P Global Ratings credit analyst Obioma Ugboaja. DPA INVESTORS: $3.23M Sale to Pay Creditors in Full --------------------------------------------------- D.P.A Investors, LLC, asks the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, to authorize the sale of residential real property located at 23476 Palms Drive, CA, to Singh Family Trust for $3,225,000. The Property is encumbered by a Deed of Trust securing a promisory note in the original amount of $2,450,000 which resulted from a refinance of the Property in August 2015 by SGFC, LLC. The Debtor employed Marc and Rory Shevin of Berkshire Hathaway Home Services on May 6, 2016 to assist with the marketing of the Property. Their employment was approved by Order on May 26, 2016. The brokerage commission which was approved was 4.5% of the sales price. The broker has actively marketed the Property, including listing the same in the Multiple Listing Service. As a result of the broker's efforts, the Debtor has received an offer from the buyer. A true and correct copy of the California Residential Purchase Agreement And Escrow Instructions ("Agreement") attached to the Motion is available for free at: http://bankrupt.com/misc/DPA_Investors_49_Sales.pdf The purchase price of $3,225,000, all cash at closing, is sufficient to pay, in full, the costs of sale, the secured creditors, unsecured creditors and Chapter 11 administrative claims (professional fees, Court costs and fess owing to the Office of the United States Trustee) and return significant equity to the Debtor. As such, the Debtor does not intend to solicit overbids since a higher purchase price will have no effect on creditors since all will be paid in full. The approximate monies proposed to be paid though escrow from the sale proceeds, which will pay in full all liens against the Property and costs of sales, are as follows: 1. Payoff of 1st Trust Deed: $2,783,767 2. Real Property Taxes: $44,000 3. Costs of Sale: $10,000 4. Brokerage Commission: $135,000 5. Homeowner Assoc. Fees: $3,000 Paid Through Escrow: $2,975,767 Approximate Net Proceeds: $349,233 The net proceeds from the sale which, upon close of escrow, will be deposited in the client trust account of Greenberg & Bass, LLP, Debtor's counsel. In addition to the proof of claim filed by the Los Angeles County Tax Collector, the Franchise Tax Board filed Claim No. 2 for $1,733 ("FTB Claim"). No other claims have been filed. The Debtor scheduled four general unsecured claims as follows: 1. Bubble: $23,450 2. Kaaya: $31,400 3. Liskara: $13,450 4. Capital Bank: $3,595 All of these claims, except Capital Banks' have been acquired by a related third party who has agreed to waive any distribution from the bankruptcy case. The Debtor employed G&B pursuant to an application file April 28, 2016 and Order entered May 26, 2016. Pursuant to the application, the Debtor and G&B agreed to a flat fee of $85,000 for services rendered as counsel to the Debtor, however the Court retained the right to determine the fee award to G&B notwithstanding said agreement. Based upon the foregoing, the Debtor is requesting authority for G&B to do the following with respect to the net proceeds deposited in its client trust account from the sale: 1. Pay the claim of the FTB in the amount as filed. 2. Pay the claim of Capital bank in the amount as scheduled. 3. Retain the sum of $85,000 in its client trust account for its fees, with the same not to be disbursed without further order of the Court or agreement between G&B and the Debtor. The Court will retain jurisdiction with respect to the fees of G&B following dismissal. 4. Pay the amounts owing to the OUST and Court costs. 5. Pay the balance to the Debtor. Upon payment of the amounts G&B will file declaration with the Court setting forth that all of the amounts have been paid and concurrently therewith lodge an Order dismissing the Chapter 11 case. The Debtor believes that the sale and dismissal as provided is appropriate and in the best interest of creditors and the estate and should be approved. The Debtor's counsel can be reached at: James R. Felton, Esq. Robert D. Bass, Esq. GREENBERG & BASS LLP 16000 Ventura Blvd. Suite 1000 Encino, CA 91436 Telephone: (818) 382-6200 Facsimile: (818) 986-6534 E-mail: jfelton@greenbass.com rbass@greenbass.com About D.P.A. Investors D.P.A. Investors, LLC sought the Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11263) on April 27, 2016. Judge Victoria S. Kaufman is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. Robert D Bass, Esq. at Greenberg & Bass LLP serves as the Debtor's counsel. The petition was signed by Parvin Anand, managing member. ECHOSTAR BROADBAND: S&P Lowers Issuer Credit Ratings to B+ ---------------------------------------------------------- S&P Global Ratings downgraded the long term foreign and local issuer credit ratings of Echostar Broadband Corp to B+ from BB- on Aug. 2, 2016. EMERALD OIL: Exclusive Period to File Plan Extended to Dec. 19 -------------------------------------------------------------- The Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has extended the periods during which Emerald Oil, Inc., et al., have the exclusive right to file a Chapter 11 plan by approximately 150 days, through and including Dec. 19, 2016, and solicit votes accepting or rejecting a plan by three months, through and including Feb. 15, 2017. As reported earlier by the Troubled Company Reporter, the Debtors asked the Court to extend its exclusive periods by approximately 150 days so as to afford the Debtors and their stakeholders time to negotiate and confirm a plan, finalize the transactions contemplated by the plan, and proceed toward liquidation or emergence in an efficient, organized fashion. In addition, the brief extension of the exclusivity periods would also allow the Debtors to focus on continuing to advance the process and to preclude the costly disruption and instability that would occur if competing plans were to be proposed, the Debtors say. Recently, the previous holders of the Debtors' prepetition and postpetition secured debt facilities sold their debt holdings to certain third parties. Those parties are in the process of appointing anew agent and other representatives with respect to their interests and the Debtors' Chapter l1 cases. This substitution of the Debtors' fulcrum creditor and only lender represents an important development in these Chapter 11 cases, and the Debtors believe certain contingencies exist on account of this development alone that warrant an extension of the Exclusivity Periods. The Debtor's counsel can be reached at: Laura Davis Jones, Esq. Colin R. Robinson, Esq. Joseph M. Mulvihill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: (302) 652-41.00 Fax: (302) 652-4400 Email: ljones@pszjlaw.com crobinson@pszj.law.com jmulvihill@pszjlaw.com -- and -- James H.M. Sprayregen, P.C. Ryan Blaine Bennett, Esq. Tiavis M. Bayer, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com ryan.bennett@kirkldand.com travis.bayer@kirkland.com About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Emerald Oil, Inc., to serve on the official committee of unsecured creditors. The Committee retains Whiteford, Taylor & Preston LLC as Delaware counsel, and Akin Gump Strauss Hauer & Feld LLP as co-counsel. ESH HOSPITALITY: S&P Rates Proposed $1.65BB Sr. Facility 'BB+' -------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' issue-level and '1' recovery rating to Charlotte, N.C.-based Extended Stay America Inc. subsidiary ESH Hospitality Inc.'s proposed $1.65 billion senior secured credit facility (consisting of a $350 million revolver due 2021 and a $1.3 billion term loan due 2023). The '1' recovery rating reflects S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a default. The company will use the proceeds to repay in full its $1.5 billion mortgage loan. The 'BB-' corporate credit rating on Extended Stay is unchanged. The outlook is stable. The 'BB-' issue-level rating and '3' recovery rating on ESH Hospitality Inc.'s $1.3 billion 5.25% senior unsecured notes due 2025 are also unchanged. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; upper half of the range) recovery for lenders in the event of a default. "The ratings reflect our expectation for anticipated improvement in operating performance that enables the company to sustain total adjusted debt to EBITDA below 5x and FFO to total adjusted debt above 12% through 2017," said S&P Global Ratings credit analyst Daniel Pianki. Despite the slowdown in U.S. revenue per available room (RevPAR) in the first half of 2016, and S&P's lowered base-case U.S. RevPAR forecast to a range of 2% to 4% (from 3% to 5%), S&P expects a continuation of good operating fundamentals in the lodging industry and expected returns from renovation capital spending at Extended Stay will drive a moderate increase in revenue and EBITDA in 2017, resulting in a good cushion through 2017 compared to S&P's 5x adjusted debt to EBITDA and 12% FFO to total debt thresholds at which S&P could lower ratings. Specifically, S&P expects adjusted debt to EBITDA to be in the mid-4x area in 2016 and to improve to around 4x in 2017 and for FFO to adjusted debt to be in the mid-teens percentage area over the same periods, in line with S&P's aggressive financial risk assessment. The stable outlook reflects S&P's expectation for sustained improvement in operating performance that enables the company to maintain a good cushion compared to total adjusted debt to EBITDA below 5x and FFO to total adjusted debt above 12% thresholds over the next two years. In addition, S&P expects EBITDA coverage of interest expense to remain good, above 4.5x, over the same period. EXCO RESOURCES: Incurs $111.35-Mil. Net Loss in Q2 Ended in June ---------------------------------------------------------------- EXCO Resources, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $111.35 million on $54.22 million of total revenues for the three months ended June 30, 2016, compared to net loss of $454.15 million on $93.74 million of total revenues for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $241.49 million on $105.87 million of total revenues, compared to a net loss of $772.27 million on $180.06 million of total revenues for the same period in the prior year. As of June 30, 2016, EXCO Resources had $720.44 million in total assets, $288.25 million in total current liabilities, 1.27 billion in long-term debt, $747,00 in deferred income taxes, $2.33 million derivative financial instruments, $44.87 million in asset retirement obligations and other long-term liabilities, and a total stockholders' equity of -$890.20 million. As part of the Company's comprehensive restructuring program, on July 27, 2016, they announced a commencement of a cash tender offer for their outstanding senior unsecured notes up to a maximum combined aggregate price paid of $40.0 million. If the Company is successful in the Tender Offer, the purchases are expected to be funded primarily with the borrowings under the EXCO Resources Credit Agreement. There can be no assurances regarding the success or extent of the purchases of the senior unsecured notes as part of the Tender Offer process. Furthermore, the next borrowing base redetermination under the EXCO Resources Credit Agreement is scheduled to occur on or about September 1, 2016. The lenders party to the EXCO Resources Credit Agreement have considerable discretion in setting its borrowing base, and the Company is unable to predict the outcome of any future redeterminations. The Company is required to maintain a consolidated current ratio (as defined in the EXCO Resources Credit Agreement) of at least 1.0 to 1.0 as of the end of any fiscal quarter, which includes unused commitments in the definition of consolidated current assets. The inclusion of the unused commitments has historically allowed the Company to maintain compliance with the consolidated current ratio covenant under the EXCO Resources Credit Agreement. Therefore, the reduction in unused commitments as a result of borrowings to fund the Tender Offer or further reductions to Company's borrowing base as part of the upcoming redetermination process would negatively impact its consolidated current ratio and liquidity. As a result of the impact of the aforementioned factors on the Company's financial results and condition, EXCO Resources anticipates that they will not meet the minimum requirement under the current ratio for the twelve-month period following the date of these Condensed Consolidated Financial Statements. The Company expect to maintain compliance with the minimum requirements for the financial covenants in the EXCO Resources Credit Agreement related to the ratio of consolidated EBITDAX to consolidated interest expense ("Interest Coverage Ratio") and the ratio of senior secured indebtedness to consolidated EBITDAX ("Senior Secured Indebtedness Ratio") for the twelve-month period following the date of these Condensed Consolidated Financial Statements. If they are not able to meet their debt covenants in future periods, they may be required, but unable, to refinance all or part of its existing debt, seek covenant relief from their lenders, sell assets, incur additional indebtedness, or issue equity on terms acceptable to them, if at all, and may be required to surrender assets pursuant to the security provisions of the EXCO Resources Credit Agreement. Therefore, the Company's ability to continue its planned principal business operations would be dependent on the actions of its lenders or obtaining additional debt and/or equity financing to repay outstanding indebtedness under the EXCO Resources Credit Agreement. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/gUnndg EXCO Resources, Inc., is a Dallas-based oil and natural gas company engaged in the exploration, acquisition, development and production of onshore U.S. oil and natural gas properties with a focus on shale resource plays. FAIRYTALE DAY CARE: Disclosures OK'd; Plan Hearing on Sept. 21 -------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has approved Fairytale Day Care, Inc.'s first amended disclosure statement. A hearing will be held on Sept. 21, 2016, at 2:00 p.m. for confirmation of the First Amended Plan. Objections to the confirmation of the Plan must be filed by Sept. 14, 2016. As reported by the Troubled Company Reporter on July 15, 2016, the Debtor filed with the Court its First Amended Disclosure Statement, proposing to pay general unsecured creditors a 10% dividend of their allowed claims in 24 equal monthly installments. All ballots voting in favor of or against the Plan must be submitted by Sept. 9, 2016, at 4:00 p.m. The counsel for the Debtors will file a ballot tally and an affidavit and brief in support of confirmation by Sept. 14, 2016, at 12:00 p.m. Fairytale Day Care, Inc., filed a Chapter 11 Petition on May 29, 2015 (Bankr. E.D.N.Y. Case No. 15-42535), and is represented by Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. FAMILY AUTO: Plan, Disclosures Approval Hearing on Sept. 16 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey conditionally approves the Disclosure Statement filed by the Family Auto Center LLC. The Court has fixed Sept. 8, 2016 as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and as the last day for filing written acceptances or rejections of the Plan. A hearing will be held on Sept. 16, 2016 at 2:00 p.m. for the final approval of the Disclosure Statement and for confirmation of the Plan. About Family Auto Family Auto Center, LLC, sought protection under Chapter 11 of the (Bankr. D.N.J. Case No. 16-10269) on January 7, 2015. The Debtor tapped Mark K. Smith, Esq. of Law Offices of Mark K. Smith, LLC, as its counsel. FIRST EVANGELIST: Taps Residential Appraisal Resource as Appraiser ------------------------------------------------------------------ First Evangelist Housing and Community Development Corporation of New Orleans seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Sean Freeman with Residential Appraisal Resource as Appraiser. The Debtor said Residential Appraisal Resource's services are necessary to appraise two of the Debtor's properties located at 2901-03 Josephine Street, New Orleans, Louisiana 70113, and 1804-06 Willow Street, New Orleans, Louisiana 70113. The professional services that Sean Freeman will perform consist of the inspection and appraisal of two of the debtor's properties that it will operate post-confirmation. Residential Appraisal Resource has advised that the fee for his inspection and report will cost $400.00 per appraisal. Sean Freeman, appraiser of Residential Appraisal Resource, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Residential Appraisal Resource may be reached at: Sean Freeman Residential Appraisal Resource 2901-03 Josephine Street New Orleans, LA 70113 About First Evangelist Housing First Evangelist Housing and Community Development Corp. of New Orleans sought Chapter 11 protection (Bankr. E. D. La. Case No. 15-12317) on Sept. 9, 2015 in New Orleans. The case is assigned to Judge Elizabeth W. Magner. The Debtor is represented by Darryl T. Landwehr, Esq. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in debt. The petition was signed by Marion Taylor, director. FIRST NIAGARA: Fitch Raises Preferred Stock Rating to BB -------------------------------------------------------- Fitch Ratings upgraded the preferred stock rating of First Niagara Financial Group Inc to BB from B+ on Aug. 4, 2016. FLORHAM PARK: Court Extends Plan Filing Period to Dec. 7 -------------------------------------------------------- Honorable John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey extends Florham Park Surgery Center, LLC's exclusive periods in which to file a chapter 11 plan and to solicit acceptances of a chapter 11 plan to and including December 7, 2016, and February 6, 2017, respectively. The Troubled Company Reporter has earlier reported that the Debtor asked the Court to extend its exclusive period because it is still attempting to stabilize operations following the prepetition mismanagement. The Debtor has also recently substituted its lead bankruptcy counsel, and the counsel requires additional time in which to analyze various restructuring options and negotiate with creditors. Florham Park Surgery Center, LLC's Counsel: Douglas J. McGill, Esq. Michael J. Reynolds, Esq. WEBBER MCGILL LLC 760 Route 10, Suite 104 Whippany, New Jersey 07981 Tel: (973) 739-9559 Fax: (973) 739-9575 About Florham Park Surgery Florham Park Surgery Center LLC filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 16-16964) on April 11, 2016 . The case is assigned to Judge John K. Sherwood. The Debtor is represented by Daniel Stolz, Esq., at Wasserman Jurista & Stolz, in Basking Ridge, N.J. The Debtor disclosed estimated assets of between $100,000 to $500,000 and liabilities of between $1 million to $10 million as of the Chapter 11 filing. FRAMINGHAM 300: Disclosures OK'd; Confirmation Hearing on Aug. 25 ----------------------------------------------------------------- The Hon. Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts has approved the second amended disclosure statement with respect to the second amended plan of reorganization of Framingham 300 Howard, LLC, Forest Street Building 165, LLC, and East Main Street Building 57, LLC. The hearing to consider confirmation of the Plan is scheduled for Aug. 25, 2016, at 2:00 p.m., Eastern Standard Time. Any objection to confirmation of the Plan must be filed by than 4:30 p.m., Eastern Standard Time, on Aug. 22, 2016. As reported by the Troubled Company Reporter on July 29, 2016, the Debtor, along with Forest Street Building 165, LLC, and East Main Street Building 57, LLC, filed with the Court a Second Amended Disclosure Statement with respect to the Debtors' Second Amended Joint Plan of Reorganization, contemplating the sale of the Debtors' respective properties located at 1 Grant Street, Framingham, MA, 57 East Main Street, Westborough, MA and 165 Forest Street, Marlborough, MA. Any objection to the assumption and assignment of an unexpired lease or executory contract, or to a Cure Claim associated therewith must be filed by 4:30 p.m., Eastern Standard Time, on Aug. 22, 2016. All persons and entities entitled to vote on the Plan will deliver their Ballots by mail, overnight courier, electronic mail, or facsimile so as to be received by 4:30 p.m., Eastern Standard Time, on Aug. 19, 2016, to the Debtor's counsel. About Framingham 300 Framingham 300 Howard, LLC, is a Delaware limited liability company formed in 2007 to own and operate the real property located at 1 Grant Street/290 Howard Street, Framingham, Massachusetts. The Debtor has always been in the business of operating 1 Grant Street. Framingham Triangle, LLC, is the Debtor's sole member. Kimberly Depietri and Louise Depietri are the members of Framingham Triangle and David Depietri is the manager of both the Debtor and Framingham Triangle. 1 Grant Street is the Debtor's primary asset. The Debtor filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-42232) on November 19, 2015, and disclosed $0 to $50,000 in estimated assets and $1 million to $10 million in estimated debts at the time of filing. A list of the Debtor's six largest unsecured creditors is available for free at: http://bankrupt.com/misc/mab15-42232.pdf About Forest Street Forest Street Building 165, LLC, owns the commercial real property located at 165 Forest Street, Marlborough, Massachusetts. This property consists of approximately 50,600 square feet. The Real Property has four rental units. South Middlesex Opportunity Council leases 12,650 square feet, Advanced Math and Science Academy leases approximately 12,650 square feet and two units are currently vacant. T-Mobile is also a lessee on the property with an antenna on the roof. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-42221) on Nov. 18, 2015, estimating its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. The petition was signed by David P. Depietri, manager. Judge Christopher J. Panos presides over the case. John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as the Debtor's bankruptcy counsel. About East Main Street Headquartered in Marlborough, Massachusetts, East Main Street Building 57, LLC, owned the commercial real property located at 57 East Main Street, Westborough, Massachusetts. This property consists of approximately 57,000 square feet. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-42224) on Nov. 18, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by David Depietri, manager. Judge Christopher J. Panos presides over the case. John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as the Debtor's bankruptcy counsel. FTI CONSULTING: S&P Raises CCR to 'BB+'; Outlook Stable ------------------------------------------------------- S&P Global Ratings said that it raised its corporate rating on FTI Consulting Inc. to 'BB+' from 'BB'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on FTI's senior unsecured notes to 'BB+' from 'BB'. The recovery rating remains '3', indicating S&P's expectation for meaningful recovery (50%-70%; lower half of the range) of principal in the event of a payment default. "The upgrade is based on FTI's good operating performance, lower debt leverage, and our expectation that the company's adjusted debt leverage will remain comfortably within our 2x-3x leverage threshold," said S&P Global Ratings credit analyst Andy Liu. The company's corporate finance practices have generated very strong results as oil and gas and retail sectors experience a period of distress. Additionally, after some periods of softness, FTI's economic consulting and strategic communications practices are growing at very healthy rates, which S&P expects will continue. However, demand for the company's technology and forensic and litigations consulting (FLC) practices remains weak. With several large projects winding down and continual pricing pressure on smaller projects, S&P don't expect the technology practice to turnaround quickly. Additionally, the demand for the company's FLC services has remained somewhat soft. S&P expects that adjusted debt leverage will remain below 3x over the next two years. With its solid operating performance, it's possible that FTI could expand and accelerate its share repurchase program and perhaps be slightly more aggressive with acquisitions. However, S&P doesn't expect a significant departure from the company's current policy on debt leverage. The stable rating outlook is based on S&P's expectation that FTI will experience modest revenue growth, mainly due to decline at its technology practice, and its adjusted debt leverage will remain below 3x. S&P could lower its corporate credit rating on FTI if the company adopts a more aggressive financial policy regarding debt-financed acquisitions or debt-financed share repurchases, such that adjusted debt leverage increases above 3x. S&P could also lower the rating if the technology practice continues to decline, such that it causes a marked, overall EBITDA decline. An upgrade is more dependent on an improvement in S&P's view of FTI's business and competitive position than its adjusted debt leverage. Although unlikely, S&P could raise the rating if FTI profitably grow its various practices in terms of scale and geography, and the company maintains an adjusted debt leverage of less than 2x. Additionally, an upgrade would also depend on FTI maintaining an EBITDA margin well in excess of 15%--in line with its rated peers. GARDA WORLD: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------ S&P Global Ratings said it affirmed its 'B' long-term corporate credit rating on Montreal-based Garda World Security Corp. The outlook is stable. S&P Global Ratings also affirmed its 'B' issue-level rating on the company's term loans and revolving facilities and its 'CCC+' issue-level rating on Garda's senior unsecured debt. The respective recovery ratings on the debt are unchanged at '3', indicating meaningful (50%-70%) recovery, and '6', indicating negligible (0%-10%) recovery in default. "The affirmation reflects our view that, although Garda's improving credit ratios are weak for the ratings, the company's improving ratios and adequate liquidity support the ratings," said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos. S&P also expects Garda's 2017 EBITDA to grow materially following the integration of its recent acquisitions, without a further increase in debt leading to lower leverage and stronger coverage ratios, including EBITDA-to-interest of about 2x. The company exited fiscal 2016 (year ended Jan. 31) with elevated leverage due to the combination of debt-financed acquisitions and a weakening of Canadian dollar that inflates the company's U.S. dollar-denominated debt. S&P expects Garda to exit 2017 with debt-to-EBITDA just below 9x, which remains above S&P's previous expectations, as the company integrates full-year cash flow from its acquisitions -- notably Aegis -- improving margins from its cash services segment, and lower debt from a strengthening Canadian dollar. At the same time, S&P expects the company to maintain sufficient liquidity and cushion under its revolving facility covenants to comfortably pay its fixed charges without any pressure on liquidity. S&P Global Ratings considers the company's business risk profile satisfactory because, although Garda operates in highly competitive and fragmented markets, it has good customer and geographic diversity and a large portion of revenues (about 30%-40%) that are contracted and recurring. S&P Global Ratings considers Garda's financial risk profile highly leveraged, as characterized by the company's financial sponsor ownership, its policy to fund acquisitions through debt, and S&P's expectation that Garda will maintain high debt levels. The stable outlook reflects S&P's expectation that Garda will demonstrate increased EBITDA from the integration of recent acquisitions, recurring contracts, and improving profitability leading to improved leverage. S&P also believes that the company will maintain enough liquidity beyond the next 12 months to comfortably pay its fixed charges wand keeping EBITDA-to-interest coverage of over 2x. S&P could lower the ratings if Garda's EBITDA-to-interest coverage approaches 1.5x. This could be due to weaker-than-expected earnings and cash flow resulting from competitive pressures or operating inefficiencies, or higher interest costs related to increasing debt levels. In addition, S&P could lower the rating should Garda become liquidity-constrained, with headroom under its leverage covenant of below 10% that could limit the company's availability under its revolving facility. S&P could upgrade Garda should its credit metrics strengthen and S&P believes it is committed to keeping adjusted debt-to-EBITDA close to 5x while maintaining adequate liquidity. At the same time, S&P would expect the company to sustain its current business risk profile and improve its EBITDA margin to levels in line with industry peers' average profitability. GARY ROLAND: Debtor's Sister to Contribute $10,000 to Fund Plan --------------------------------------------------------------- Gary D. Roland and Renee A. Roland filed with the Bankruptcy Court for the Eastern District of Kentucky on Aug. 2, 2016, their proposed Second Amended Plan of Reorganization and accompanying Disclosure Statement. The Plan provides that the holders of Allowed Unsecured Claims in Class Nine will receive distribution equal to their respective pro rata share of the sum of $10,000 contributed by the sister of the Debtor, Gary Roland. The sum will be distributed within 30 days following the Effective Date. Additionally, the holders of Allowed Unsecured Claims shall receive their respective pro-rata share of the Debtors' annual Net Cash Flow, after payments on Administrative Claims and Priority Tax Claims, over a five-year period from the Effective Date with such distributions being made annually over five years within 30 days following the anniversary date of the Effective Date. Class Nine is impaired and each holder of an Allowed Unsecured Claim is entitled to vote to accept or reject the Plan. On the Petition Date, the Debtors' scheduled Assets of $3,814.928 and Liabilities of $9,411,687. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/kyeb14-52221-0500.pdf Counsel to the Rolands are: Taft A. McKinstry, Esq. FOWLER BELL PLLC 300 West Vine Street, Suite 600 Lexington, KY 40507-1660 Telephone: 859-252-6700 Facsimile: 859-255-3735 E-mail: TMcKinstry@FowlerLaw.com Gary D. Roland and Renee A. Roland filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ky. Case No. 12-52812) on Nov. 1, 2012. The Rolands are married and reside in Lexington, Kentucky. They own and manage rental properties for themselves and for third parties. GAWKER MEDIA: In Settlement Talks with Hulk Hogan ------------------------------------------------- Lukas I. Alpert, writing for The Wall Street Journal, reported that Gawker Media Group is engaged in preliminary talks with the former professional wrestler known as Hulk Hogan to reach a settlement over a $140 million invasion-of-privacy judgment that forced the digital media company into bankruptcy, according to two people familiar with the matter. According to the report, the talks come a week ahead of a court-administered auction that will see Gawker's founder, Nick Denton, lose control of the company he started 14 years ago. The people familiar with the matter said similar discussions had taken place throughout the legal process -- sometimes on orders from a judge and sometimes not -- but had led nowhere, and it was unclear if the new talks would lead to a settlement, the report related. In a statement, Gawker said: "We've been hearing these rumblings many times over the years when the judge ordered settlement discussions, and you know where we are now despite that," the report further related. 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. 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 Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. GLOWPOINT INC: Records $605-K Net Loss in Quarter Ended June 30 --------------------------------------------------------------- Glowpoint, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $605,000 on $5.09 million of revenue for the three months ended June 30, 2016, compared with a net loss of $269,000 on $6.53 million of revenue for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $1.32 million on $10.61 million of revenue, compared to a net loss of $503,000 on $13.69 million of revenue for the same period in the prior year. The Company's balance sheet at June 30, 2016, showed $18.59 million in total assets, $13.03 million in total liabilities, and stockholders' equity of $5.56 million. The Company experienced a significant decline in revenue in 2015 (21% decrease from 2014) that has continued into 2016. These revenue declines are primarily due to net attrition of customers and lower demand for its services given the competitive environment and pressure on pricing that currently exists in the industry. As a result of the Company's declining revenues and Adjusted EBITDA, the Company breached its debt to Adjusted EBITDA ratio covenant in its senior credit facility measured as of June 30, 2016. The Company is currently in discussions with its senior lender with respect to a possible waiver of the existing default, but no material progress has been made to date. Even if a waiver is obtained, the Company anticipates future covenant breaches and reduced cash flow from operations that will require a restructuring of its debt obligations and additional capital to fund investments in product development and sales and marketing as a means to reverse its revenue trends. These factors raise substantial doubt as to the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/gVEs8D About Glowpoint Glowpoint, Inc., is a managed service provider of video collaboration and network applications. The Company's services are designed to provide a comprehensive suite of automated and concierge applications to simplify the user experience and expedite the adoption of video as the primary means of collaboration. Its customers include Fortune 1000 companies, along with small and medium enterprises in a variety of industries. Glowpoint, Inc., market its services globally through a multi-channel sales approach that includes direct sales and channel partners. The Company was formed as a Delaware corporation in May 2000. GOODRICH PETROLEUM: Has Conditional OK of New Financing Package --------------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that Goodrich Petroleum Corp. received conditional approval of a new $40 million exit financing package, putting the oil and gas producer back on course to restructure its assets. According to the report, Judge Marvin Isgur of the U.S. Bankruptcy Court in Houston approved the financing commitment, conditioned on Goodrich reaching a deal with unsecured creditors, resolving their objections, by August 12 at 5 p.m. CT. If no deal is reached, the approval will be withdrawn and Judge Isgur will hold a full hearing on the financing, the report related. The committee of unsecured creditors had objected specifically to the fees associated with the financing, adding that the restructuring agreement Goodrich plans to put forth is both "coercive" to unsecured creditors and "too rich for other parties," the report further related. Judge Isgur said he agreed with the unsecured creditors' position on the fees and signaled that he wouldn't approve the financing unless the objection from unsecured creditors was resolved, the report said. Rather than address the fee issue directly, Goodrich is near a deal with unsecured creditors that involves improved treatment under Goodrich's bankruptcy-exit plan, in exchange for the committee's agreement to pull their objection, the report added. About Goodrich Petroleum Goodrich Petroleum Corporation is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale, and (iii) South Texas, which includes the Eagle Ford Shale Trend. Goodrich Petroleum and its subsidiary Goodrich Petroleum Company, L.L.C. filed voluntary petitions on April 15, 2016, in the United States Bankruptcy Court for Southern District of Texas to pursue a pre-packaged Chapter 11 plan of reorganization. The Debtors have filed a motion with the Court seeking joint administration of the Chapter 11 Cases under the caption In re Goodrich Petroleum Corporation, et. al (Case No. 16-31975). Goodrich estimated $50 million to $100 million in assets and $500 million to $1 billion in liabilities. The petition was signed by Robert C. Turnham, Jr., president and chief operating officer. Bankruptcy Judge Marvin Isgur presides over the case. Bradley Roland Foxman, Esq., Garrick Chase Smith, Esq., Harry A. Perrin, Esq., David S. Meyer, Esq., and Lauren R. Kanzer, Esq., at Vinson & Elkins LLP, serve as the Debtors' counsel. Lazard Freres & Co. LLC, serves as the Debtors' investment banker while BMC Group, Inc., serves as notice, claims and balloting agent. The Office of the U.S. Trustee on April 27 appointed six creditors of Goodrich Petroleum Corporation to serve on the official committee of unsecured creditors. The Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Opportune LLP as its financial advisor. GRAPHIC PACKAGING: Moody's Assigns Ba2 Rating on $300MM Sr. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Graphic Packaging International Inc.'s new $300 million senior unsecured notes due in 2024. The proceeds from the new notes, along with $5 million cash on balance sheet, will be used to repay $300 million revolver borrowings as well as to pay fees and expenses related to the transaction. The company's Ba1 corporate family rating, Ba1-PD probability of default rating and other instrument ratings are unchanged. The rating outlook is stable. "Graphic Packaging's existing ratings are unchanged as the transaction is leverage neutral. We continue to expect the company to maintain Moody's adjusted leverage in the low 3 times as acquisitions support the company's earnings growth by expanding and realigning its folding carton footprint and increasing its forward integration," said Moody's analyst, Anastasija Johnson. Issuer: Graphic Packaging International Inc. Assignments: Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5) LGD Adjustment: Senior Secured Bank Credit Facility, Adjusted to (LGD2) from (LGD3) RATINGS RATIONALE The Ba1 corporate family rating reflects Graphic Packaging's strong credit metrics and cash flow generation supported by its vertically-integrated business model and expanding network of folding carton converting facilities. Graphic Packaging is the larger of the two North American coated unbleached kraft (CUK) producers and the largest North American coated recycled paperboard (CRB) producer, benefitting from a strong market presence in a consolidating industry and exposure to the relatively stable food and beverage end markets. Graphic Packaging's EBITDA margin in the high teens and significant amount of federal net operating loss carryforwards (NOLs) support strong cash flow generation. Moody's expects the company to maintain Moody's adjusted debt/EBITDA in the low 3 times as it continues to grow earnings through acquisitions, capacity expansion and operational improvements, which should offset CRB price declines in 2016. Moody's expects the company to maintain good liquidity, supported by cash generation and availability under its revolver. Graphic Packaging will use the proceeds from its $300 million note issuance to pay down revolver borrowings. Pro forma for the pay down, the company is expected to have approximately $1.1 billion of availability under its $1.43 billion senior secured revolving credit facility that matures in October 2019. Moody's also expects the company to continue to generate strong cash flow and to manage the pace of share repurchases and dividends such that its credit metrics will remain supportive of the Ba1 rating. The rating is constrained by expectations of continued acquisitions as well as by the company's exposure to volatile raw material costs and lags in passing through cost increases. The stable ratings outlook reflects expectations that Graphic Packaging will successfully integrate its recent acquisitions, manage shareholder returns in line with its leverage targets and maintain strong credit metrics over the next 12 to 18 months. For the ratings to be upgraded to the investment grade level the company's management would need to publicly commit to maintaining investment-grade financial policies and targets and achieve an unsecured capital structure. The company would also need to maintain debt/EBITDA below 3 times, maintain EBITDA margin above 16% and retained cash flow to debt above 20%. The ratings could be downgraded if operating performance and credit metrics deteriorate such as debt/EBITDA rises to 4 times and retained cash flow to debt falls below 15%. The ratings could also be downgraded if the company undertakes a large debt-financed acquisition or shareholder-friendly actions that significantly increases its leverage. The principal methodology used in this rating was Global Paper and Forest Products Industry published in October 2013. Headquartered in Atlanta, GA, Graphic Packaging is one of North America's leading manufacturers of CUK and CRB paperboard packaging for food, beverages and consumer goods. Graphic Packaging generated sales of approximately $4.2 billion for the twelve months ended June 30, 2016. GRAPHIC PACKAGING: S&P Rates Proposed $300MM Sr. Notes 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Atlanta-based Graphic Packaging International Inc.'s proposed $300 million senior unsecured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; lower half of the range) recovery in the event of a payment default. All of S&P's other ratings on Graphic Packaging remain unchanged. The company will use the proceeds from these notes to pay down the existing debt on its $1.25 billion revolving credit facility. S&P's corporate credit rating on Graphic Packaging reflects the company's established position as the largest manufacturer of folding cartons in North America (producing approximately 2.5 million tons of coated paperboard annually). The company benefits from operating in stable end markets, which include the food, beverage, and household goods sectors. S&P expects that Graphic Packaging's adjusted debt-to-EBITDA metric will remain above 3x over the next 12 months, which is consistent with S&P's current rating. RATINGS LIST Graphic Packaging International Inc. Corporate Credit Rating BB+/Stable/-- Ratings Assigned Graphic Packaging International Inc. Prpsd $300M Sr Unsecd Nts Due 2024 BB+ Recovery Rating 3L Ratings Unchanged; Recovery Band Revised To From Graphic Packaging International Inc. Senior Unsecured BB+ BB+ Recovery Rating 3L 3H GUP'S HILL PLANTATION: Unsecureds to Recoup 5.5% Under Plan ----------------------------------------------------------- Gup's Hill Plantation, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a Second Amended Disclosure Statement and Plan of Reorganization. General unsecured claims (other than any bifurcated portions of any secured debts) consist of (1) a Promissory Note in the amount of $1,039,203.45 held by Kathryn S. Rainsford, ex-spouse of Bettis C. Rainsford, the sole member and owner of the limited liability company, (2) three relatively small trade claims. The Debtor's Plan provides to pay all allowed unsecured claims in full with interest at 5.5% or at the contract rate. The Debtor believes that in the event of a liquidation of the Debtor's assets, it is anticipated that there would be insufficient assets outside of the liens of the secured creditors which could be used to generate funds to pay general unsecured creditors in full. As of the Petition Date, the Debtor's scheduled assets total $6,221,483. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/scb15-04492-0216.pdf Gup's Hill Plantation, LLC, owns a hotel called the Edgefield Inn, commercial and residential real estate properties, and timberland properties. Gup's Hill Plantation, LLC -- aka Edgefield Inn, LLC and aka Rainsford Holdings, LLC -- filed a Chapter 11 petition (Bankr. D. S.C. Case No. 15-04386) on Aug. 18, 2015. The Hon. David R. Duncan presides over the case. Carl F. Muller, Esq. -- carl@carlmullerlaw.com -- at Carl F. Muller, Attorney At Law, P.A., serves as the Debtor's counsel. The petition was signed by Bettis C. Rainsford, sole member. HANCOCK FABRICS: Seeks Exclusivity Extension Thru Dec. 2 -------------------------------------------------------- BankruptcyData.com reported that Hancock Fabrics filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including December 2, 2016 and February 3, 2017, respectively. The motion explains, "The Debtors have worked toward winding down their business and affairs by (i) selling substantially all of their inventory and related assets through the Auction, (ii) concluding the Store Closing Sales, (iii) closing the Sale of their IP Assets, (iv) selling the Property, (v) selling their interest in that certain class action interchange fee litigation, (vi) negotiating the assumption and assignment of numerous unexpired leases, and (vii) rejecting other burdensome executory contracts and unexpired leases. As a result, during the six-month period since these cases were filed, the Debtors have sold all or substantially all of their assets, closed their distribution center, significantly reduced corporate headcount and are working diligently towards finalizing a plan of liquidation to distribute the value obtained from these efforts to their various creditor constituencies and concluding these chapter 11 cases. The recent accomplishment of these tasks and the near-future closing of certain sales of particular assets of the Debtors will permit the Debtors to prepare and solicit support for an appropriate chapter 11 plan within the extended Exclusive Periods requested herein." The Court scheduled an Aug. 29, 2016 hearing on the motion, according to the report. About Hancock Fabrics Hancock Fabrics, Inc., is a specialty fabric retailer operating stores under the name "Hancock Fabrics". Hancock has 4,500 full-time and part time employees. The Baldwyn, Mississippi-based company is one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of October 31, 2015 and an internet store under the domain name http://www.hancockfabrics.com/ Hancock Fabrics, Inc., and six of its affiliates, retailer of fabric, sewing and accessories, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb. 2, 2016. Dennis Lyons, the senior vice president and chief administrative officer, signed the petitions. Judge Brendan Linehan Shannon is assigned to the jointly administered cases. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Richards, Layton & Finger, P.A., as local counsel, Clear Thinking Group LLC as financial advisor, Retail Consulting Services, Inc. d/b/a Real Estate Advisors as real estate advisors and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Debtors disclosed total assets of $151.4 million and total debts of $182.1 million. The Debtors owe its trade vendors approximately $21.2 million as of Jan. 31, 2016. On Feb. 11, 2016, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. HARVEST OIL: Aug. 16 Deadline for Plan Confirmation Objections -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana has set Aug. 16, 2016, as the deadline for filing objections to the confirmation of the Chapter 11 plan of reorganization of Harvest Oil & Gas, LLC, Saratoga Resources, Inc., The Harvest Group LLC, Lobo Operating, Inc., and Lobo Resources, Inc. Aug. 16 is fixed as the last date for filing written acceptances or rejections of the Plan. As reported by the Troubled Company Reporter on Aug. 4, 2016, the U.S. Bankruptcy Court for the Western District of Louisiana is set to hold a hearing on Aug. 23, 2016, at 1:30 p.m., to consider approval of the Debtors' Plan. The Debtors, in conjunction with the Official Committee of Unsecured Creditors, filed a Joint Plan of Reorganization and Disclosure Statement. Under the Plan, each holder of a Class 4 - General Unsecured Claims -- including deficiency claims of first lien noteholders and second lien noteholders, residual claims, the Albrecht claims and any other unsecured claims -- will be paid its pro rata share of any distributions from the litigation trust on the terms and in the priority as provided for in Section 6.2 of the Plan or as otherwise provided therein. The total estimate of Allowed General Unsecured Claims is $192 million. Estimated percentage recovery of this claim is unknown. The Disclosure Statement is available at: http://bankrupt.com/misc/lawb15-50748-1046.pdf The Plan was filed by the Debtors' counsel: William H. Patrick, III, Esq. Cherie Nobles, Esq. HELLER, DRAPER, PATRICK, HORN & DABNEY, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130-6103 Tel: (504) 5299-3300 Fax: (504) 299-3399 E-mail: wpatrick@hellerdraper.com cnobles@hellerdraper.com -- and -- Louis M. Phillips, Esq. Peter A. Kopfinger, Esq. KELLY HART & PITRE One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Tel: (225) 381-9643 Fax: (225) 336-9763 E-mail: louis.phillips@kellyhart.com peter.kopfinger@kellyhart.com About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com/-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 Feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. HCA INC: Fitch Assigns 'BB+/RR1' Rating to $1BB Sr Secured Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+/RR1' rating to HCA Inc.'s (HCA) $1 billion senior secured notes. Fitch expects that the company will apply the proceeds of the notes to refinance certain existing term loans of HCA. The Rating Outlook is Stable. The ratings apply to $31.5 billion of debt outstanding at June 30, 2016. KEY RATING DRIVERS Industry-Leading Financial Flexibility: HCA's financial flexibility has improved significantly in recent years as a result of organic growth in the business as well as proactive management of the capital structure. The company has hospital industry-leading operating margins and generates consistent and ample discretionary free cash flow (FCF; operating cash flows less capital expenditures and distributions to minority interests). Transition to Public Ownership Complete: The sponsors of a 2006 LBO previously directed HCA's financial strategy, but their ownership stake decreased steadily following a 2011 IPO and HCA has appointed six independent members to the 11-member board of directors (BOD), bringing the total to eight. More Predictable Capital Deployment: Under the direction of the LBO sponsors, HCA's ratings were constrained by shareholder-friendly capital deployment; the company has funded $7.5 billion in special dividends and several large repurchases of the sponsors' shares since 2010. Fitch believes HCA will have a more consistent and predictable approach to funding shareholder payouts under public ownership and an independent BOD. Expect Stable Leverage: Fitch forecasts that HCA will produce discretionary FCF of about $2 billion in 2016, and will prioritize use of cash for organic investment in the business, acquisitions and share repurchases. At 3.9x, HCA's gross debt/EBITDA is below the average of the group of publicly traded hospital companies, and Fitch does not believe that there is a compelling financial incentive for HCA to apply cash to debt reduction. Secular Headwinds to Operating Outlook: Measured by revenues, HCA is the largest operator of for-profit acute care hospitals in the country, with a broad geographic footprint. The company benefited from this favorable operating profile during a period of several years of weak organic operating trends in the for-profit hospital industry. Although operating trends improved industrywide starting in mid-2014, secular challenges, including a shift to lower-cost care settings and health insurer scrutiny of hospital care, are a continuing headwind to organic growth. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for HCA include: -- Organic revenue growth of 4%-5% in 2016 and 2017, driven by a 2%-3% increase in patient volumes with the remainder contributed by growth in pricing; -- Modest Operating EBITDA margin compression of 20-30 basis points (bps) in each of 2016 and 2017, primarily as the result of negative operating leverage as patient volume growth rates normalize versus the higher level seen in 2014- 2015 and growth in pricing slows; -- Fitch forecasts EBITDA of $8.4 billion and discretionary FCF of $2 billion in 2016 for HCA, with capital expenditures of about $2.7 billion. Higher capital spending is related to growth projects that support the expectation of EBITDA growth through the forecast period; -- The majority of discretionary FCF is directed towards share repurchases and acquisitions, and debt due in 2016-2019 is refinanced, resulting in gross debt/EBITDA of 3.5x-4.0x through the forecast period. RATING SENSITIVITIES Maintenance of a 'BB' Issuer Default Rating (IDR) considers HCA operating with debt leverage sustained around 4.0x and with a FCF margin of 4%-5%. A downgrade of the IDR to 'BB-' is unlikely in the near term, since these targets afford HCA with significant financial flexibility to increase acquisitions and organic capital investment while still returning a substantial amount of cash to shareholders through share repurchases. An upgrade to a 'BB+' IDR is possible if HCA maintains debt leverage of 3.0x-3.5x. In addition to a commitment to operate with lower leverage, improvement in organic operating trends in the hospital industry would support a higher rating for HCA. Evidence of an improved operating trend would include positive growth in organic patient volumes, sustained improvement in the payor mix with fewer uninsured patients and correspondingly lower bad debt expense, and limited concern that profitability will suffer from drops in reimbursement rates. LIQUIDITY HCA's liquidity profile is solid. Proceeds from the new secured notes will partially refinance approximately $2.3 billion of term loans maturing in 2018. There are no significant debt maturities in 2016-2017. In 2018, $2.3 billion of term loans and $500 million of unsecured notes come due. Fitch believes that HCA's operating outlook and financial flexibility are amongst the best in the hospital industry, affording the company good market access to refinance upcoming maturities. At June 30, 2016, HCA's liquidity included $691 million of cash on hand, $2 billion of available capacity on its senior secured credit facilities and latest 12 months (LTM) discretionary FCF of about $2.4 billion. HCA's EBITDA/gross interest expense is solid for the 'BB' rating category at 4.9x and the company had an ample operating cushion under its bank facility financial maintenance covenant, which requires debt net of cash maintained at or below 6.75x EBITDA. The secured debt rating is one notch above the IDR, illustrating Fitch's expectation of superior recovery prospects in the event of default. The first-lien obligations, including the bank debt and the first-lien secured notes, are guaranteed by all material wholly owned U.S. subsidiaries of HCA that are 'unrestricted subsidiaries' under the HCA unsecured note indenture dated Dec. 16, 1993. Because of restrictions on the guarantor group as stipulated by the 1993 indenture, the credit facilities and first-lien notes are not 100% secured; the subsidiary guarantors of the first-lien obligations comprised about 45% of consolidated total assets. The ABL facility has a first-lien interest in substantially all eligible accounts receivable (A/R) of HCA, Inc. and the guarantors, while the other bank debt and first-lien notes have a second-lien interest in certain of the receivables. The HCA unsecured notes are rated at the same level as the IDR despite the substantial amount of secured debt to which they are subordinated, with secured leverage of about 2.5x. If HCA were to layer more secured debt into the capital structure, such that secured debt leverage is greater than 3.0x, it could result in a downgrade of the rating on the HCA unsecured notes to 'BB-'. The bank agreements include a 3.75x first lien secured leverage ratio debt incurrence test. The HCA Holdings Inc. unsecured notes are rated two-notches below the IDR to reflect the substantial structural subordination of these obligations, which are subordinate in right of payment to all debt outstanding at the HCA level. At June 30, 2016, leverage at the HCA and HCA Holdings Inc. level was 3.8x and 3.9x, respectively. FULL LIST OF RATING ACTIONS Fitch currently rates HCA as follows: HCA, Inc. -- IDR 'BB'; -- Senior secured credit facilities (cash flow and asset backed) 'BB+/RR1'; -- Senior secured first lien notes 'BB+/RR1'; -- Senior unsecured notes 'BB/RR4'. HCA Holdings Inc. -- IDR 'BB'; -- Senior unsecured notes 'B+/RR6'. The Rating Outlook is Stable. HCA INC: Moody's Assigns Ba1 Rating on $1BB Sr. Sec. Notes ---------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to HCA Inc.'s proposed $1.0 billion senior secured notes due 2027. Moody's understands that the proceeds of the new notes will be used to refinance a portion of the company's existing $1.1 billion term loan which matures in May 2018. HCA recently issued a new $1.2 billion senior secured term loan. The proceeds of that loan were also applied to the refinancing of the $2.3 billion 2018 term loan. HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc. (collectively HCA or the company). All of HCA's existing ratings, including the company's Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating remain unchanged. The rating outlook is stable. The refinancing transaction will not significantly impact HCA's leverage. Moody's will withdraw the ratings on the 2018 term loan when the debt is retired. This rating has been assigned. HCA Inc. Senior secured notes due 2027 at Ba1 (LGD 3) RATINGS RATIONALE HCA's Ba2 Corporate Family Rating reflects the company's significant scale and strong presence in key markets. The rating is also supported by HCA's relatively stable cash flows and Moody's expectation of continued organic growth. The rating also reflects Moody's belief that HCA will maintain a more conservative financial policy following the reduction of private equity ownership, the addition of independent Directors to the company's Board, and the company's public disclosure of leverage and liquidity targets. However, Moody's expects that the company will continue to return capital to shareholders through share repurchases in lieu of debt repayment. Further, the ratings also reflect the risks with the ongoing changes to reimbursement levels that will challenge revenue growth and margin expansion in the US hospital industry. Moody's could upgrade the ratings if HCA maintains a conservative financial policy with respect to large debt funded acquisitions, shareholder distributions or share repurchases, improves geographic diversity, and sustains debt to EBITDA at about 3.5 times. Moody's could downgrade the ratings if financial metrics weaken due to deteriorating operating performance, the company incurs a material amount of debt in order to fund shareholder distributions or acquisitions, or if Moody's expects debt to EBITDA to be sustained above 4.5 times. HCA is the largest for-profit acute care hospital operator in the US as measured by revenues. In addition to its acute care hospital facilities, the company operates psychiatric facilities, a rehabilitation hospital as well as ambulatory surgery centers and cancer treatment and outpatient rehab centers located in 20 states in the U.S. and in England. The company is headquartered in Nashville, Tennessee and reported net revenue in excess of $40 billion in the twelve months ended June 30, 2016. The principal methodology used in this rating was Business and Consumer Service Industry published in December 2014. HERCULES OFFSHORE: Plan Confirmation Hearing Moved to Sept. 22 -------------------------------------------------------------- Hercules Offshore, Inc. and its debtor affiliates notified parties-in-interest that the hearing to consider confirmation of their Chapter 11 plan has been rescheduled at the direction of the Delaware Bankruptcy Court and will now commence at 10:00 a.m. (ET) on Sept. 22, 2016, before the Hon. Kevin J. Carey. The Confirmation Hearing will continue on Sept. 23 and 26, 2016, at 10:00 a.m. (ET), if needed. The Confirmation Hearing may be further adjourned from time to time by notice filed with the Court or by announcement in open court without written notice to parties in interest. Jeff Montgomery, writing for Bankruptcy Law360, reported that Hercules Offshore postponed its Chapter 11 confirmation hearing and sought mediation with its creditors on Aug. 4, one week ahead of what was expected to become a protracted legal battle pitting the company and its liquidation plan against equity holders and other objectors. Company counsel Philip C. Dublin of Akin Gump Strauss Hauer & Feld LLP asked Judge Kevin Carey to take the Aug. 10-12 confirmation window off his schedule, saying that support for third party assistance had emerged in recent days. Counsel for the Debtors: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Matthew B. Harvey, Esq. 1201 N. Market St., 16th Flr. P.O. Box 1347 Wilmington, DE 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@mnat.com eschwartz@mnat.com mharvey@mnat.com - and - AKIN GUMP STRAUSS HAUER & FELD LLP Michael S. Stamer, Esq. Philip C. Dublin, Esq. David Zensky, Esq. One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 - and - Kevin M. Eide, Esq. 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036 Telephone: (202) 887-4000 Facsimile: (202) 887-4288 About Hercules Offshore Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries are providers of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. Hercules Offshore and 13 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Proposed Lead Case No. 16-11385) on June 5, 2016. The petition was signed by Troy L. Carson as vice president. The Debtors listed total assets of $1.06 billion and total debts of $521.37 million as of March 31, 2016. The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general bankruptcy counsel and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. HILTON ESCROW: Moody's Assigns Ba3 Rating on $750MM Sr. Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $750 million senior unsecured notes being issued by Hilton Escrow Issuer LLC (an entity that will ultimately be merged with and into Hilton Domestic Operating Company Inc. who will become the surviving issuer of the notes). Both Hilton Escrow Issuer LLC and Hilton Domestic Operating Company Inc. are subsidiaries of Hilton Worldwide Finance, LLC, collectively referred to as "Hilton". Hilton Worldwide Finance LLC's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba1 Bank Credit Facilities rating, and Ba3 senior unsecured notes due 2021 rating are unchanged. The rating outlook remains stable. The net proceeds of the new notes will be used to repay certain indebtedness of Hilton's unrestricted U.S. real estate subsidiaries and to fund certain other liabilities and expenses of Park Hotels & Resorts Inc. The Ba3 rating on the proposed senior unsecured notes acknowledges that the notes are guaranteed by Hilton Worldwide Finance LLC and Hilton Worldwide Holdings Inc. In addition, Hilton Domestic Operating Company Inc. will guarantee the bank credit facilities and existing senior unsecured notes due 2021. Thus, Moody's considers the proposed $750 million notes are pari passu with the existing senior unsecured notes at Hilton Worldwide Finance LLC. The Ba3 rating on the proposed notes also reflects the sizable amount of secured debt ahead of the notes in the capital structure, which includes $4.2 billion in term loans and a $1 billion secured revolving credit facility. This rating is assigned: For Hilton Escrow Issuer LLC: Proposed $750 million senior unsecured notes at Ba3, LGD 5 RATINGS RATIONALE Hilton's Ba2 Corporate Family Rating reflects its large scale (with about 776,000 rooms), its well-recognized brands, and good diversification by geography and industry segment. The rating also acknowledges its moderate leverage and good interest coverage. Following the spin-off of the real estate and timeshare businesses, debt to EBITDA will temporarily weaken to just below 5.0x before approaching 4.5x over the next twelve to eighteen months. EBITA to interest expense is about 3.6 times. Also considered is that following the spin-offs, Hilton's remaining business will be concentrated in the hotel management and franchise business segment which we view as being less exposed to cyclical downturns given the low capital intensity, high operating margins and level of base management fees of this business segment. The rating is supported by Hilton's very good liquidity as provided by its sizable free cash flow and $1 billion revolving credit facility. The stable outlook acknowledges that Moody's expects Hilton to maintain a balanced financial policy and good liquidity. It also acknowledges Moody's expectation that the increase in leverage following the spin-offs is temporary and that leverage will return to levels appropriate for the Ba2 rating over the next twelve to eighteen months. Ratings could be upgraded should Hilton achieve and maintain debt/EBITDA (Moody's adjusted basis) below 4.25 times and EBITA/interest expense of at least 4.0 times. An upgrade would also require Hilton maintaining a financial policy that supports credit metrics remaining within these levels. Ratings could be lowered should debt/EBITDA likely being sustained above 4.75 times or EBITA to interest expense likely to remain below 3.0 times. Hilton Worldwide Holdings Inc. is a leading hospitality company with 4,700 managed, franchised, owned and leased hotels, resorts and timeshare properties comprising about 776,000 rooms in 104 countries and territories. Affiliates of The Blackstone Group L.P. own approximately 45.8% of Hilton. Annual net revenues (prior to the spin-offs) are over $7.1 billion. Following the spin-off, annual net revenues will be about $3.4 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in December 2014. HILTON WORLDWIDE: S&P Assigns 'BB+' Rating on Proposed $1BB Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating (in line with the 'BB+' corporate credit rating) and '4L' recovery rating to McLean, Va.-based co-borrowers Hilton Escrow Issuer LLC and Hilton Escrow Issuer Corp.'s proposed $1 billion of senior notes due 2024. The co-borrowers will ultimately be merged into the surviving borrower entity: Hilton Domestic Operating Company Inc. The '4L' recovery rating reflects S&P's expectation for average (30% to 50%) recovery for lenders in the event of a payment default. Hilton expects to use the proceeds to repay a portion of debt of its unrestricted US real estate subsidiaries and fund other liabilities and expenses of the new real estate company Park Hotels & Resorts to fund transaction fees and expenses related to the planned spin-off of Hilton's owned real estate and timeshare operations. The company also expects to use the proceeds to prepay a portion of the company's non-extended term loan under its credit facility due 2020. S&P believes that cash distributions to Hilton from timeshare company Hilton Grand Vacations (HGV) following the completion of planned future borrowings at that entity (as described in the Form 10-12B filed June 2, 2016) will partially offset the additional unsecured debt. Despite the additional unsecured debt in the capital structure, S&P believes that Hilton will utilize the receipt of funds from HGV, and about $250 million in additional proceeds from the notes, to prepay outstanding amounts under the non-extended term loan due 2020, leading to only a modest deterioration in recovery prospects for unsecured lenders as a result. The additional unsecured borrowings move S&P's recovery rating from the upper to the lower half of the '4' recovery band but do not affect the overall recovery or issue-level rating. RECOVERY ANALYSIS Key analytical factors S&P's simulated default scenario contemplates a payment default in 2021, reflecting prolonged economic weakness and significantly reduced travel by corporate and leisure customers. S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 8x to value the company. Simulated default assumptions -- Year of default: 2021 -- EBITDA at emergence: $760 million -- EBITDA multiple: 8x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $5.8 billion -- Priority claims: $30 million -- Net enterprise value after priority claims: $5.8 billion ---------------------------------------------------- -- Secured debt: $4.7 billion -- Recovery expectation: 90% to 100% -- Senior unsecured debt and pari passu claims: $2.7 billion -- Recovery expectation: 30% to 50% (low end of range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Hilton Worldwide Holdings Inc. Corporate credit rating BB+/Positive/-- New Rating Hilton Domestic Operating Co. Inc. Hilton Escrow Issuer Corp. Hilton Escrow Issuer LLC $1 bil senior unsecured % notes due 2024 BB+ Recovery rating 4L HOVNANIAN ENTERPRISES: Fitch Gives 'B/RR1' Rating to 1st Lien Loans ------------------------------------------------------------------- Fitch Ratings has assigned the following ratings to Hovnanian Enterprises, Inc.'s (NYSE: HOV) proposed issuances: -- $75 million first lien term loan (T/L) due Aug. 1, 2019 'B/RR1'; -- $75 million 10% senior secured second lien notes due Oct. 15, 2018 'CCC-/RR5'; -- $75 million 9.5% senior secured notes due Nov. 15, 2020 'CCC+/RR3'. The net proceeds from the T/L and the senior secured second lien notes issuances will be used to repay existing debt, including HOV's announcement of a tender offer to purchase for cash all of the company's $121 million 8.625% senior notes due 2017. Any excess proceeds from the consummation of the tender offer will be used to repurchase or repay debt securities with maturities in 2017, or as agreed upon, HOV's other indebtedness. The new $75 million T/L will be secured on a super priority basis by the assets currently constituting collateral under HOV's existing $577 million 7.25% senior secured first lien notes due 2020, the new $75 million senior secured second lien notes due 2018, and the existing 9.125% senior secured second lien notes due 2020 ($220 million outstanding before the exchange noted below). The new T/L matures on Aug. 1, 2019 (or Oct. 15, 2018 if HOV's existing 7% senior notes due 2021 remain outstanding at that time or if any refinancing with respect to the 7% notes has a maturity date prior to January 2021). The new $75 million 10% senior secured second lien notes will be secured on a pari passu second lien basis with HOV's existing second lien notes by substantially all of the assets of the company. TENDER OFFER In conjunction with the financing commitments announced by the company, HOV has commenced a tender offer to purchase for cash any and all of the company's 8.625% senior notes due 2017 ($121 million outstanding). The company is also soliciting consents of holders of the notes to proposed amendments to the indenture governing the notes to eliminate most of the restrictive covenants and certain events of default. The early tender offer expires on Aug. 11, 2016 and the tender offer will expire on Sept. 7, 2016. EXCHANGE AGREEMENT HOV has also entered into an exchange agreement with investors pursuant to which the investors will exchange $75 million of existing 9.125% senior secured second lien notes due 2020 ($220 million outstanding) for a newly issued $75 million of 9.5% senior secured notes due 2020. The new senior secured notes will be secured on a pari passu first lien basis with HOV's existing $141.8 million 5% senior secured notes due 2021 and $53.2 million 2% senior secured notes due 2021 by substantially all of the assets of the members of the secured group. KEY RATING DRIVERS The rating for HOV is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. Risk factors include the cyclical nature of the homebuilding industry, the company's high debt load, high leverage and weak liquidity position. The proposed refinancing allows the company to address near-term debt maturities, although HOV continues to have meaningful debt coming due in 2017, 2018 and 2019. On a pro forma basis, HOV will have the following maturities: (calendar year) 2017 - $81.7 million (less any amounts repaid from the excess proceeds from the T/L and new second lien notes following the completion of the tender offer); 2018 - $75 million; and 2019 - $475 million. LIQUIDITY As of April 30, 2016, HOV had $120.7 million of unrestricted homebuilding cash and $2.6 million of borrowing availability under its $75 million unsecured revolving credit facility. Subsequent to the end of the quarter, the company received $75.1 million of net cash proceeds from sales of its land portfolios in its Minnesota and North Carolina markets and from the contribution of land to a new joint venture. In May 2016, the company also repaid $86.5 million of 7.5% senior unsecured notes that matured. Fitch expects the company will generate positive cash flow from operations during fiscal year 2016 and end the year with about $150 million-$200 million of liquidity (unrestricted cash and revolver availability). GENERALLY IMPROVING HOUSING MARKET The housing recovery is expected to continue in 2016 after four years of a moderate recovery. A robust economy, healthy job creation, demographics, pent-up demand, steep rent increases, and further moderation in lending standards should stimulate housing activity. Housing starts should approximate 1.21 million with single-family volume of 0.797 million and multifamily starts of 0.413 million. New home sales should reach 574,000, up 14.6%. Existing home volume growth should be low-single digit (+3.0%). Average and median home prices should rise 3.0%-3.5%, higher than earlier forecasts because of still-tight inventories. Fitch believes 2017 could prove to be almost a mirror image of 2016. Real economic growth should be similar, although overall inflation should be more pronounced. Interest rates will rise further but demographics and employment growth should be at least as positive in 2017. First-time buyers will continue to gradually represent a higher portion of housing purchases as qualification standards loosen further. Land and labor costs will inflate more rapidly than materials costs. Housing starts should total 1.311 million. Single-family volume should expand 10% to 877,000, while multifamily starts grow 5% to 434,000. New home sales should reach 640,000, up 11.5%. Existing home sales should gain 4% to 5.625 million. Average and median home prices should expand 2.0%-2.5% in 2017. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for HOV include: -- Industry single-family housing starts improve 11.5%, while new and existing home sales grow 14.6% and 3%, respectively in 2016. Fitch expects the housing upcycle to continue in 2017, with single-family starts forecast to improve 10% and new and existing home sales increase 11.5% and 4%, respectively; -- HOV's revenues increase 25%-30% during 2016; -- HOV generates positive FCF; -- The company ends FY2016 with about $150 million-$200 million of liquidity (combination of unrestricted cash and revolver availability). RATING SENSITIVITIES Negative rating actions may occur if HOV's liquidity position falls below $150 million and the company does not provide a credible plan to address its upcoming debt maturities. Positive rating actions are unlikely in the next 12 months as liquidity remains constrained, leverage is expected to remain elevated, and coverage will continue to be weak. However, Fitch may consider a positive rating action if the housing recovery is meaningfully better than our current outlook and is maintained over a multi-year period, allowing HOV to significantly improve its liquidity position and credit metrics. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: -- $75 million first lien term loan due Aug. 1, 2019 'B/RR1'; -- $75 million 10% senior secured second lien notes due Oct. 15, 2018 'CCC-/RR5'; -- $75 million 9.5% senior secured notes due Nov. 15, 2020 'CCC+/RR3'. Fitch currently rates HOV as follows: -- Issuer Default Rating 'CCC'; -- Senior secured first lien notes due 2020 'B/RR1'; -- Senior secured second lien notes due 2020 'CCC-/RR5'; -- Senior secured notes (5% and 2%) due 2021 'CCC+/RR3'; -- Senior unsecured notes 'CCC-/RR5'; -- Series A perpetual preferred stock 'C/RR6'. RECOVERY ANALYSIS HOV's Recovery Ratings reflects Fitch's expectation that the enterprise value of the company will be maximized in a restructuring scenario (going concern). Fitch employs a 6x distressed EBITDA enterprise value multiple and assumes going concern EBITDA of $180 million. The 'B/RR1' rating for HOV's new $75 million T/L and existing $577 million first lien senior secured notes reflect Fitch's estimate for a recovery range of 91% - 100%. The company's new T/L, first lien and second lien notes due 2020 are secured by $785.1 million of pledged inventory and pledged equity value of subsidiaries without inventory liens and $106.4 million of cash. Fitch rates HOV's second lien senior secured notes (including the new second lien notes) 'CCC-/RR5', reflecting 11% - 30% recovery for these debt issues. The 'CCC+/RR3' rating for the company's new senior secured notes due 2020 and the existing 5% and 2% senior secured notes due 2021 reflect Fitch's estimate for a recovery range of 51% - 70%. These notes are secured by $167.7 million of pledged inventory and pledged equity value of subsidiaries without inventory liens, $16.5 million of cash, and HOV's interest in certain joint ventures. Fitch's 'CCC-/RR5' rating on the company's senior unsecured notes reflects recovery of 11%-30% for these debtholders. Fitch assumed that the assets that are not pledged and the excess value from property specifically pledged to certain lenders is distributed to unsecured claims on a pro rata basis, including the senior unsecured noteholders and the undersecured claim portion held by other secured lenders. The 'C/RR6' rating on HOV's preferred stock assumes zero recovery. INDIANA FINANCE: Fitch Cuts Private Activity Bonds Ratings to 'BB' ------------------------------------------------------------------ Fitch Ratings has downgraded the Indiana Finance Authority's private activity bonds (PABs) issued on behalf of I-69 Development Partners LLC (I-69 DP or the Developer) for the I-69 Section 5 project to 'BB' from 'BBB-'. The bonds remain on Rating Watch Negative. The downgrade reflects continued delays in construction and unresolved payment issues between the construction contractor and subcontractors, culminating in two Notices of Default issued by the Developer to the construction contractor, citing failure to promptly pay subcontractors and falling behind on an existing remedial plan, which have 20 and 60 day cure periods, respectively. Delay risk is also heightened by the financial deterioration of Isolux Corsan SA (Isolux), parent of the construction contractor, Corsan-Corviam Construccion SA, whose rating was revised to 'RD' (Restricted Default) from 'C' on Aug. 3, 2016, reflecting the execution of a Distressed Debt Exchange following recent filings for forms of court protection. The company has confirmed that, to date, it has met payments but non-payments are planned under restructuring plans. KEY RATING DRIVERS Construction Delays, Weak Guarantor (Completion Risk -Midrange): The credit quality of Isolux Corsan SA (Isolux), the parent company of I-69's construction contractor Corsan-Corviam Construccion SA, has deteriorated significantly in recent months resulting in a downgrade to 'RD'. In addition, Fitch believes the revised recovery schedule completion date of June 28, 2017 will be challenging to meet, given that the construction contractor is substantially behind the anticipated expenditure curve for 2016. The project has a four month tail from the revised completion to the long stop date that provides some cushion. However, uncertainty remains. Fitch will continue to monitor the adequacy of this tail period. Strong Counterparty, Clear Payment Mechanism (Revenue Risk - Stronger): Milestone and availability payments during the project are made by Indiana Finance Authority (IFA, or the grantor), and Fitch currently rates such counterparty obligations 'AA'/Outlook Stable. Indexation of 20% of periodic availability payments to the Consumer Price Index (CPI), with remaining 80% escalated at 2.5% per annum, hedges inflationary operating and lifecycle costs. The payment mechanism is in line with peers. Straightforward Operations, Handback Risk Well Managed (Cost Risk - Midrange): The project company will self-perform most operation and maintenance (O&M) activities, exposing it to O&M and lifecycle cost risk over the project life. O&M works are generally considered relatively straightforward given the limited scope of the project. The major maintenance reserve account (MMRA) and handback requirements reserve account (HBRA) are both designed such that major works should be anticipated from a funding perspective several years ahead of incurrence. The project's cost profile is significantly back ended, with a large part of lifecycle works anticipated during the handback period; however, since final debt maturity is five years prior to concession maturity, bondholders are not exposed to handback risk. Conservative Debt Structure (Debt Structure - Midrange): Structural features, including the fixed interest rate payable, full amortization, 1.15x dividend lock-up and debt service reserve account (DSRA), provide bondholders with protection against adverse developments over the project life. The DSRA is sized at six-month's debt service, which is at the tighter end of projects in Fitch's rated portfolio, constraining the risk factor assessment. Metrics Indicate Financial Resilience: While Fitch base and rating cases reflect debt service coverage ratio (DSCR) profiles consistent with a 'BBB' rating post construction, averaging above 1.50x and falling no lower than 1.22x, current construction issues warrant a lower rating. Peer Analysis: The project's closest peer is WVB Partners, which also features IFA as grantor/issuer and a similar contractual framework; while WVB Partners features a stronger construction JV, works are considered materially more complicated and, furthermore, I-69 features a stronger performance security package. Delays have been experienced on both projects, although issues during construction appear to be more acute for I-69. Minimum DSCRs between the two projects are comparable, while I-69 demonstrates stronger average. RATING SENSITIVITIES Negative - Failure to Cure Contractor Defaults: The contractor's failure to cure existing events of default within the requisite cure period could lead to further delays in completion and likely result in further rating downgrades. Negative - Further delays: Additional delays experienced that jeopardize the likelihood of meeting the revised recovery schedule completion date of June 28, 2017 would result in a further downgrade. Negative - Operational Underperformance: Significant sustained payment deductions being levied against the project company or materially higher costs during the operating period than currently forecast, either of which reducing coverage levels well below current projections, would also place the rating under some pressure. Positive - Unlikely During Construction Period: Positive rating migration during construction is highly unlikely given completion risk issues facing the project. If the project is successfully completed, positive rating migration back to its previous level will likely occur assuming no material change to the project's operating profile. SUMMARY OF CREDIT On April 7, 2016, Fitch downgraded the IFA's PABs to 'BBB-' on Rating Watch Negative, which reflected the deteriorating credit quality of Isolux coupled with the I-69 project's projected eight-month delay in substantial completion. The revised recovery schedule completion date is the result of delays in obtaining necessary permits and non-payment from the contractor that led to some subcontractors demobilizing from the site. Payment issues have not been resolved with all subcontractors leading to continued delays to the project, which is already significantly behind schedule. The persistent payment issue between the construction contractor and subcontractors has resulted in the Developer issuing two Notices of Default to the construction contractor on Aug. 4, 2016 as follows: (i) Failure to promptly pay subcontractors (20 day cure period), and (ii) Failure to present a remedial plan (60 day cure period). Fitch believes the revised recovery schedule completion date of June 28, 2017 will be challenging to meet. Based on the revised cash-flow schedule, Isolux is substantially behind the anticipated expenditure curve. Actual drawdowns from April to June 2016, a means Fitch uses to measure construction progress, fell over 60% below the scheduled amount. Actual drawdowns for the month of July are expected to be significantly under the scheduled drawdown of $18.4 million. In total, the project is behind the anticipated cumulative drawdown by over $38 million, which is over 10% of the entire contract value. Additionally, agreements required to start work on certain sites are still undergoing negotiations. Significant construction progress (70% - 80% completion) in the next three months is critical in order for the project to meet its revised recovery schedule completion date of June 28, 2017. Fitch will evaluate the project's remedial plans under both notices of default and the progress on construction over the next few months. Unless significant construction progress occurs over the next several months and the default issues are adequately addressed, further negative rating action is likely. INMOBILIARIA BAFCO: Disclosure Statement Hearing Set for Sept. 7 ---------------------------------------------------------------- The Hon. Mildred Caban Flores scheduled a hearing for Sept. 7, 2016, at 9:00 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of Inmobiliaria Bafco, Inc. Objections to the form and content of the disclosure statement are due 14 days prior to the hearing. Objections not timely filed and served will be deemed waived. As reported by the Troubled Company Reporter on July 25, 2016, Inmobiliaria Bafco's Chapter 11 plan of reorganization proposes to pay all its creditors in full. The plan filed on July 19 with the U.S. Bankruptcy Court for the District of Puerto Rico provides for a 100% payment to all creditors of Inmobiliaria, including its general unsecured creditors in Class 5, which hold $97,830 in claims. The proposed plan will be funded through Inmobiliaria's assets, surrendering to Banco Popular de Puerto Rico the Parkside Office Building located in Pueblo Viejo Ward, Guaynabo, Puerto Rico. The property guarantees the loan, which the bank provided to the company. A copy of the plan outline is available for free at https://is.gd/kayuzK About Inmobiliaria Bafco Inmobiliaria Bafco, Inc., a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-02642) on April 4, 2016. Fernando Batlle, president, signed the petition. The Debtor listed total assets of $13.4 million and total debt of $12.05 million. Judge Mildred Caban Flores is assigned to the case. INNOVATION VENTURES: Moody's Assigns B1 Rating on $25MM Facility ---------------------------------------------------------------- Moody's Investors Service assigned a B1 (LGD 2) rating to Innovation Ventures, LLC's proposed $25 million first lien revolving credit facility and $500 million first lien term loan. Moody's also assigned a Caa1 (LGD 5) rating to the company's proposed $400 million senior unsecured notes. At the same time, Moody's affirmed Innovation Ventures' existing ratings, including the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 (LGD 4) senior secured note rating. The rating outlook is stable. Finally, Moody's withdrew Innovation Ventures' Speculative Grade Liquidity Rating. Proceeds from the proposed term loan and senior unsecured notes will be used to partially finance Renew Group Private Limited's acquisition of a majority equity stake in Innovation Ventures, as well as fully refinance the 9.5% senior secured notes due 2019. Existing Innovation Ventures' shareholders will receive $2.0 billion in exchange for selling 85% of their equity interest in Innovation Ventures. The purchase price will be comprised of $511 million in cash and $1.5 billion in PIK notes issued by 5-Hour U.S. Corp. Renew Group will also receive a royalty free, exclusive license to all rights necessary to sell and distribute Innovation Ventures' products in all countries other than the U.S. and Canada. Ratings Assigned: -- $25 million senior secured first lien revolving credit facility due 2020 at B1 (LGD 2) -- $500 million senior secured first lien term loan due 2021 at B1 (LGD 2) -- $400 million senior unsecured notes due 2021 at Caa1 (LGD 5) Ratings Affirmed: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- $351 million 9.5% senior secured notes due August 2019 at B3 (LGD 4) (to be withdrawn at the close of the transaction) Ratings Withdrawn: -- Speculative Grade Rating of SGL-2 The rating outlook is stable. RATINGS RATIONALE Innovation Ventures' B3 Corporate Family Rating reflects its reliance on essentially one product in a niche category, making it susceptible to changes in consumer preference, tastes, and competition. The rating also reflects limited international expansion opportunity post the Renew Group transaction. Renew Group will have a royalty free, exclusive license to all rights necessary to sell and distribute Innovation Ventures' products in all countries other than the U.S. and Canada. Additionally, the rating reflects an aggressive financial policy. These significant negative characteristics are partially mitigated by very high profit margins and good cash flow, driven in part by the company's dominant U.S. market position in the niche energy shot category. Moody's expects Innovation Ventures to maintain good liquidity over the next 12 months. Moody's believes the company will be able to comfortably meet its basic cash obligations over this time period through internally generated cash flow. Further, the company will have no significant debt maturities until 2021. The company will have access to a $25 million revolver that will be undrawn at the close of the transaction. Moody's does not expect the company to draw under this facility over the next 12 months. Finally, Moody's anticipates that the company will remain in compliance with the maximum secured leverage ratio and minimum fixed charge ratio covenant requirements in the credit agreement. The senior secured revolving credit facility and term loan are rated B1, two notches above the B3 Corporate Family Rating. The rating reflects the senior position of the bank debt in the capital structure to a significant amount of unsecured obligations. The revolver and term loan will be guaranteed by substantially all of the company's wholly owned domestic subsidiaries and by International IP Holdings, LLC., an entity under common control with Innovation Ventures. International IP Holdings licenses the intellectual property related to 5-hour ENERGY, including the formula and trademarks, to Innovation Ventures. The revolver and term loan are secured by a pledge of substantially all the assets of the borrower and guarantors. The unsecured notes are rated Caa1, one notch below the B3 Corporate Family Rating. This rating reflects the junior position of the notes to the senior secured revolving credit facility and term loan. The notes will be guaranteed by substantially all of the company's wholly owned domestic subsidiaries and by International IP Holdings. The rating on the notes is one notch higher than the outcome resulting from the application of Moody's Loss Given Default methodology. The override reflects Moody's expectation of a higher estimate of recovery than is typical given the company's very strong market position in the U.S. The $1.5 billion of PIK notes are unrated and will be issued by 5-Hour US Corp., the parent of Innovation Ventures. The PIK notes are comprised of two series, approximately $1.1 billion senior subordinated PIK notes and approximately $0.4 billion of junior subordinated PIK notes. Both series' mature in 2023. These amounts are excluded from the assessment of Moody's Loss Given Default. However, for the consideration of adjusted leverage, Moody's deems the PIK notes as additional obligations of Innovation Ventures. This is because Moody's believes that the notes will ultimately have to be serviced by cash flow generated at Innovation Ventures. The stable outlook reflects Moody's expectation that the company will maintain very high product concentration and strong profit margins. Ratings could be upgraded if product diversity increases such that the company becomes less dependent on the success of one product and if Innovation Ventures adopts a more conservative financial policy. Ratings could be downgraded if Moody's comes to expect a sustained decline in sales or operating profit or if liquidity materially weakens. Headquartered in Farmington Hills, MI, Innovation Ventures, LLC manufactures liquid energy shots under the 5-hour ENERGY brand. This product is sold in 1.93 ounce bottles and is designed to provide a feeling of alertness for hours. Innovation licenses the intellectual property related to 5-hour ENERGY, including the formula and trademarks, from International IP Holdings, LLC, an entity under common control with Innovation. Innovation Ventures will be 85% owned by Renew Group post the proposed transaction. Net sales for the twelve months ending March 31, 2016 were $510 million. The principal methodology used in these ratings was Global Soft Beverage Industry published in May 2013. INTERVENTION ENERGY: EIG Raised Concerns Over Banker's Fees ----------------------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reported that Stuart M. Brown of DLA Piper, counsel to Intervention Energy Holdings LLC, told U.S. Bankruptcy Judge Kevin Carey during a hearing on Aug. 4 that the company had reached an agreement with EIG Energy Fund XV-A LP on the Company's continued use of cash, but the Company has yet to complete a budget for continuation of its case or reach agreement on payment for investment banking services -- including a $3.5 million restructuring "success fee" -- to support the refinancing and buyout. According to the report, EIG counsel, Paul M. Basta of Kirkland & Ellis LLP said at the Aug. 4 hearing he believed there had been an agreement already. He said his client had concerns about the expense of the refinancing effort and provisions for a restructuring or success fee payment to the investment banker. Law360 noted that Intervention's authority for cash use was set to expire Aug. 9 unless the two sides reach a budget agreement. A hearing was set for 3:30 p.m. on Aug. 9 for the Company's continued use of cash. At the Aug. 9 hearing, the Court was slated to hold a status conference on EIG's Motion to Dismiss the Chapter 11 cases as well as consider approval of the Debtors' request to employ PJT Partners LP as investment banker. According to the Law360 report, Mr. Brown said Intervention hopes to provide the court with a full budget consensus at the end of the day on Friday, Aug. 5. Terms of PJT Partners LP's engagement as the Debtors' investment banker were reported in the July 14 edition of the Troubled Company Reporter. The Debtors and PJT have agreed that PJT shall, in respect of its services, be compensated under this fee structure: -- a monthly advisory fee in the amount of $150,000, per month, in cash, with the first Monthly Fee payable upon the execution of the Engagement Letter by both parties and additional installments of such Monthly Fee payable in advance on each monthly anniversary of the Effective Date; -- an additional fee equal to $3,500,000. If the Restructuring has not been consummated within six months of the Effective Date of the Engagement Agreement, then 50% of the Monthly Fees earned thereafter shall be credited towards the Restructuring Fee. Except as otherwise provided herein, a Restructuring shall be deemed to have been consummated upon (a) the binding execution and effectiveness of all necessary waivers, consents, amendments or restructuring agreements between the Company and its creditors involving the compromise of the face amount of such Obligations or the conversion of all or part of such Obligations into alternative securities, including equity, in the case of an out-of-court restructuring; or (b) the confirmation and consummation of a Plan of Reorganization pursuant to an order of the Bankruptcy Court, in the case of an in-court restructuring. The Restructuring Fee will be earned and payable upon consummation of the Restructuring. Notwithstanding the foregoing, (a) a Restructuring specifically shall be deemed to exclude any assumption at face value of Obligations in connection with the sale or disposition of any subsidiaries, joint ventures, assets or lines of business of the Company and (b) the restructured Obligations shall exclude any Obligations in respect of which a Restructuring Fee has previously been paid; and -- reimbursement of all reasonable out-of-pocket expenses incurred during this engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable fees and expenses of PJT Partners' counsel and other necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses. In connection therewith the Company shall pay PJT Partners on the Effective Date and maintain thereafter a $25,000 expense advance for which PJT Partners shall account upon termination of the Engagement Letter. At the Aug. 4 hearing, according to Law360, Judge Carey told the parties, "Let's hope you can bring this across the finish line and we won’t need to re-engage in litigation next week." About Intervention Energy Intervention Energy Holdings, LLC and Intervention Energy, LLC filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11247) on May 20, 2016. The petition was signed by John R. Zimmerman, president. The Hon Kevin J. Carey presides over the case. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor tapped DLA Piper LLP (US) as counsel, and Rust Consulting/Omni Bankruptcy, as claims and noticing agent, and PJT Partners LP as investment banker. EIG Energy Fund XV-A, L.P. is Intervention's largest creditor, holding $140 million in secured note debt against the company. EIG in October 2015 declared Intervention in default of the note purchase agreement and negotiated the forbearance agreement with the company. EIG is represented in the case by Domenic E. Pacitti and Morton Branzburg of Klehr Harrison Harvey Branzburg LLP; and Paul M. Basta, Judson Brown and Brian E. Schartz of Kirkland & Ellis LLP. ISLAND CONCEPTS: Hires Derbes Law Firm as Bankr. Counsel -------------------------------------------------------- Island Concepts, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ The Derbes Law Firm, LLC as counsel. The services to be provided by Derbes Law Firm include: a. providing legal advice with respect to its powers and duties as debtor in possession in the continued management of its business and property; b. attending meetings with representatives of its creditors and other parties in interest; c. taking all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning litigation in which the Debtor is or may become involved, and objections to claims to be filed by the estate; d. preparing on behalf of the Debtor motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; e. negotiating and preparing on the Debtor's behalf a plan of reorganization, disclosure statement, and all related agreements and/or documents, and taking any necessary action on behalf of the Debtor to obtain confirmation of such plan; f. appearing before this Court to protect the interests of the Debtor before this Court; g. performing all other necessary legal services and provide all necessary legal advice to the Debtor in connection with this Chapter 11 case; h. advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring and recharacterizations; and i. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization. Derbes Law Firm will be paid at these hourly rates: Albert J. Derbes, IV, Esq. $325 Eric J. Derbes, Esq. $325 Wilbur J. “Bill” Babin, Jr., Esq. $350 Beau P. Sagona, Esq. $325 Melanie M. Mulcahy, Esq. $275 Frederick L. Bunol, Esq. $250 R. Michelle Jones, Esq. $165 Kaja S. Elmer, Esq. $165 Hugh J. Posner, C.P.A. $200 Notary $80 Paralegal(s) $80 Legal Assistant $60 Frederick L. Bunol, Esq., member of The Derbes Law Firm, 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 Debtor and its estates. DLF may be reached at: Frederick L. Bunol. Esq. Albert J. Derbes, IV, Esq. Kaja S. Elmer, Esq. The Derbes Law Firm, LLC 3027 Ridgelake Drive Metairie, LA 70002 Phone: (504)837-1230 Facsimile: (504)832-0322 About Island Concepts, LLC Island Concepts LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.LA. Case No. 16-11743) on July 22, 2016. The Hon. Jerry A. Brown presides over the case. The Debres Law Firm, LLC represents the Debtor as counsel. In its petition, the Debtor listed $662,479 in assets and $3.69 million in liabilities. The petition was signed by Ryan J. Richard, member and manager. KALPANA J PATEL: Hearing to Consider Plan Outline on Sept. 8 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Georgia will hold on Sept. 8, 2016, at 10:30 a.m. the hearing to consider approval of the disclosure statement explaining the Chapter 11 exit plan filed by Kalpana J Patel. The Debtor filed the Disclosure Statement on July 19, 2016. Sept. 1, 2016, is fixed as the last day for filing and serving written objections to the disclosure statement, including objections to the Debtor's valuation of assets of the estate. Kalpana J Patel filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ga. Case No. 16-20067) on Feb. 2, 2016. KIDS ONLY II: Creditor Proposes Full Payment Chapter 11 Plan ------------------------------------------------------------ RREF II PEBP-LA, LLC, filed with the U.S. Bankruptcy Court Western District of Louisiana on Aug. 2, 2016, its small business Combined Plan of Liquidation and Disclosure Statement for debtors, Kids Only II of Lafayette, LLC, and Kids Only III of Lafayette, LLC. Under the Plan, all creditors are expected to receive 100% of their allowed claims. Because the Plan expects to pay all holders of allowed claims 100% of the claims, no investigation as to the identity of the Debtors' insiders has been made by the Plan Proponent. All claims of RREF II PEBP-LA, LLC, which are cross collateralized and secured by the Daycare building and land located at 700 La Neuville Road, Lafayette, Louisiana, owned by KIDS ONLY II OF LAFAYETTE, LLC, and the Daycare building and land located at 224 Julian Circle, Lafayette, Louisiana, owned by KIDS ONLY III OF LAFAYETTE, LLC. All the claims shall be deemed cross collateralized by both properties. The Plan will be funded by the liquidation of the 700 Property and 224 Property. The Debtors shall turn over any cash on hand on the effective Date (estimated at approximately $15,000.00). Lamar P. Fisher and Fisher Auction Company together with a headquarter broker of the Auctioneer's choosing, will implement an extensive Accelerated Marketing Plan to advertise the sale of the 700 Property and 224 Property to conduct the Auction sale. The Auction shall take place at the 700 Property on October 27, 2016 at 11:00 a.m. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lawb15-51355-0081.pdf Kids Only II of Lafayette, LLC, and Kids Only III of Lafayette, LLC, provide childcare services. Kids Only II of Lafayette, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 15-51354) on October 20, 2015. Kids Only III of Lafayette, LLC, filed a separate Chapter 11 petition (Bankr. W.D. La. Case No. 15-51355) on October 20, 2015. Both Debtors are represented by Thomas E. St. Germain, Esq. -- ecf@weinlaw.com -- at WEINSTEIN LAW FIRM. RREF II PEBP-LA, LLC, a secured creditor, is represented by: Laura F. Ashley, Esq. Jones Walker LLP 201 St. Charles Avenue, 49th Floor New Orleans, LA 70170-5100 Telephone: (504) 582-8000 E-mail: lashley@joneswalker.com KIDS ONLY II: RREF Files Ch. 11 Liquidating Plan ------------------------------------------------ RREF II PEBP-LA, LLC, filed a small business Chapter 11 Combined Plan of Liquidation and Disclosure Statement for Kids Only II of Lafayette, LLC. Under the Plan, all creditors are expected to receive 100% of their allowed claims. The following lists all classes containing Debtors secured prepetition claims and their proposed treatment under the Plan: Class 2. All claims of RREF II PEBP-LA, LLC, which are cross collateralized and secured by the Daycare building and land located at 700 La Neuville Road, Lafayette, Louisiana (the “700 Property”) owned by Kids Only II of Lafayette, LLC, and the Daycare building and land located at 224 Julian Circle, Lafayette, Louisiana (the “224 Property”) owned by Kids Only III of Lafayette, LLC. At the closing of sales of the 224 Property and 700 Property, the claim is expected to be paid in full. Class 3. The secured claim in the amount of $64,383.60 owed to the Internal Revenue Service by Kids Only II of Lafayette, LLC are deemed cross collateralized by both properties. At the closing of sales of the 224 Property and 700 Property, the claim is expected to be paid in full. Class 4. The secured claim in the amount of $144,063.27 owed to the Internal Revenue Service by Kids Only III of Lafayette, LLC, will be deemed cross collateralized by both properties. At the closing of sales of the 224 Property and 700 Property, the claim is expected to be paid in full. Class 5. General Unsecured Creditors. The holders of Class 5 claims will receive expected distributions under the Plan of 100% of their allowed claims. The Court will set a claims bar date prior to the closing of the sale of the 700 Property and 224 Property, and all such claims will be paid pro rata at the closing, unless an objection has been filed to such claims. In the event that there are any disputed claims at such time, cash equivalent to the pro rata amount of such claim will be placed in escrow, and will be distributed upon the adjudication of such claim. The Plan will be funded by the liquidation of the 700 Property and 224 Property. Lamar P. Fisher and Fisher Auction Company together with a headquarter broker of the Auctioneer's choosing will implement an extensive Accelerated Marketing Plan to advertise the sale of the 700 Property and 224 Property to conduct the Auction sale. The Auction will take place at the 700 Property on October 27, 2016. A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/lawb15-51354-83.pdf Attorney for RREF II PEBP-LA, LLC: Laura F. Ashley, Esq. Jones Walker LLP 201 St. Charles Avenue, 49th Floor New Orleans, Louisiana 70170-5100 Telephone: (504) 582-8000 Email: lashley@joneswalker.com About Kids Only II Kids Only II of Lafayette, LLC sought protection under Chapter 11 of the (Bankr. W.D. La. Case No. 15-51354) on October 20, 2015. The Debtor tapped Thomas E. St. Germain, Esq. of Weinstein Law Firm as its counsel. KIDS ONLY III: RREF Proposes Ch. 11 Plan of Liquidation ------------------------------------------------------- RREF II PEBP-LA, LLC, filed a small business Chapter 11 Plan of Liquidation and accompanying disclosure statement for Kids Only III of Lafayette, LLC. Under the Plan, all creditors are expected to receive 100% of their allowed claims. The following lists all classes containing Debtors secured prepetition claims and their proposed treatment under the Plan: Class 2. All claims of RREF II PEBP-LA, LLC, which are cross collateralized and secured by the Daycare building and land located at 700 La Neuville Road, in Lafayette, Louisiana, owned by Kids Only II of Lafayette, LLC, and the Daycare building and land located at 224 Julian Circle, in Lafayette, Louisiana, owned by Kids Only III of Lafayette, LLC. At the closing of sales of the 224 Property and 700 Property, the claim is expected to be paid in full. Class 3. The secured claim in the amount of $64,383.60 owed to the Internal Revenue Service by Kids Only II of Lafayette, LLC, are deemed cross collateralized by both properties. At the closing of sales of the 224 Property and 700 Property, the claim is expected to be paid in full. Class 4. The secured claim in the amount of $144,063.27 owed to the Internal Revenue Service by Kids Only III of Lafayette, LLC, will be deemed cross collateralized by both properties. At the closing of sales of the 224 Property and 700 Property, the claim is expected to be paid in full. Class 5. General Unsecured Creditors. The holders of Class 5 claims will receive expected distributions under the Plan of 100% of their allowed claims. The Court will set a claims bar date prior to the closing of the sale of the 700 Property and 224 Property, and all these claims will be paid pro rata at the closing, unless an objection has been filed to such claims. In the event that there are any disputed claims at such time, cash equivalent to the pro rata amount of such claim shall be placed in escrow, and shall be distributed upon the adjudication of such claim. The Plan will be funded by the liquidation of the 700 Property and 224 Property. Lamar P. Fisher and Fisher Auction Company together with a headquarter broker of the Auctioneer’s choosing shall implement an extensive Accelerated Marketing Plan to advertise the sale of the 700 Property and 224 Property to conduct the Auction sale. The Auction shall take place at the 700 Property on October 27, 2016. A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/lawb15-51354-85.pdf Attorney for RREF II PEBP-LA, LLC: Laura F. Ashley, Esq. Jones Walker LLP 201 St. Charles Avenue, 49th Floor New Orleans, Louisiana 70170-5100 Telephone: (504) 582-8000 Email: lashley@joneswalker.com About Kids Only III Kids Only III of Lafayette, LLC sought protection under Chapter 11 of the (Bankr. W.D. La. Case No. 15-51355) on October 20, 2015. The Debtor tapped Thomas E. St. Germain, Esq. of Weinstein Law Firm as its counsel. LANSING TRADE: S&P Lowers CCR to 'B'; Outlook Stable ---------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on Lansing Trade Group LLC to 'B' from 'B+'. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $175 million unsecured notes to 'B' from 'B+'. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; lower half of the range) of principal in the event of a payment default. "The downgrade reflects our view that Lansing's recent losses reflect a more aggressive risk profile in its trading activities than we had previously factored into our ratings," said S&P Global Ratings' credit analyst Jessica Paige. The company's proprietary trading business experienced significant trading losses due to unanticipated changes in soybeans future prices in the second quarter of this year. No risk management limits were breached when the losses were incurred, and the company halted trading activity once those internal risk limits were reached. However, S&P believes the risk appetite in this division (which includes a significant amount of equity capital at risk) coupled with the company's earnings exposure to export-related activities that have, on more than one occasion, incurred losses due to unforeseen trade restrictions, reflect a higher degree of risk than S&P previously assessed. Besides the proprietary trading business, the company's core grain segment continues to experience compressed margins from an oversupplied agricultural commodities global market, which S&P expects to modestly improve in the second half of 2016. As a result of the poor grain merchandising market conditions, Lansing is unable to benefit from its overall earnings diversity and offset the losses incurred in its proprietary trading and distiller's dried grains with solubles (DDGS) export businesses. "The stable rating outlook reflects our view that Lansing will maintain modest cash flow ratios, despite our expectation for significant earnings decline in 2016," said Ms. Paige. "We believe the company will maintain debt to EBITDA near 1x and debt to equity between 45%-50%." S&P could lower its corporate credit rating on Lansing if the company's adjusted debt balances increase materially during a weaker earnings cycle, resulting in debt to EBITDA approaching 4x or debt to capital of more than 55%. S&P believes this could occur if EBITDA declines by more than 40%, possibly due to proprietary trading losses and weak container export earnings, and adjusted debt balances increase by more than $100 million. An upgrade is unlikely over the next year, given S&P's view that the company's core grain merchandising earnings will remain pressured and the company isn't likely to repay debt or increase its equity sufficiently to improve capital adequacy. Still, S&P could raise the rating if the company improves and maintains EBITDA at more normalized levels without incurring substantial losses in its trading and export businesses or if it sustains its existing cash flow ratios and reduces debt to capital below 45%. LBH NATIONAL: US Trustee Fails to Appoint Creditors' Committee -------------------------------------------------------------- U.S. Trustee Patrick S. Layng informs the U.S. Bankruptcy Court for the District of Colorado that a committee of unsecured creditors has not been appointed in the Chapter 11 case of LBH National Corporation due to insufficient response to the U.S. Trustee communication/contact for service on the committee. About LBH National Corporation LBH National Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-16247) on June 23, 2016. The petition was signed by Roger Herman, president and CEO. The case is assigned to Judge Michael E. Romero. The Debtor is represented by Lee M. Kutner, Esq., and Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., in Denver. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. LEAP FORWARD GAMING: Files Plan of Liquidation ---------------------------------------------- Leap Forward Gaming, Inc., filed with the U.S. Bankruptcy Court its Plan of Liquidation and accompanying Disclosure Statement, which provide for the use of the Prepetition Secured Parties’ cash collateral to fund employee payroll and operating expenses until the sale of Debtor's assets (primarily intellectual property and inventory) to IGT. The resulting $2,500,000 cash proceeds from the sale, plus any remaining cash collateral, will be distributed to Pre-Petition Secured Parties. The Debtor's assets as of Petition Date total approximately $2.5 million. Principal assets include: -- Cash and cash equivalents ($616,448) -- Patents and source code ($1,000,000) -- Inventory and deposits on inventory ($817,690) The Debtor's liabilities as of Petition Date total $26 million and are categorized under the Plan as: * Class A - Secured loans by Pre-Petition Secured Parties, amounting to $12,220,822 of secured loan * Class B - Priority Claims, amounting to $62,000 for paid time off and other components. * Class C - Unsecured Claims, consisting of: -- $6,883,398 unsecured loan from Ernest W. Moody Revocable Trust -- $1,812,500 customer down payment from Thunder Valley Casino Resort, for a sales order -- $1,010,982 customer down payment from Venetian Macau Limited, for a sales order -- $240,000 to Latham & Watkins LLP, for legal services -- $200,000 unsecured loan from Ali Saffari -- $116,859 payable to Hitachi High Technologies America, for product shipped prior to Petition Date (vendor would not authorize return) -- $90,000 payable to Darby Bryant ($30,000 annual deferred pay for each of 2013, 2014, 2015) -- $12,000 payable to Ali Saffari for accrued vacation (in excess of $12,800 cap) -- $7,200 payable to Craig Paulsen for unpaid 2015 bonus (in excess of $12,800 cap) -- $3,214,413 unsecured loan Class A will receives distribution of the Class A distribution, Class B will be receiving payment in full, while Holders of Claims in Class C that do not opt out of the Release will receive their Pro Rata share of the remainder of the Class A Lender Payment after distributions are made to all Allowed Priority Claims under class B. A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/nvb16-50850-btb-51.pdf Attorney for Debtor: Jeffrey L. Hartman, Esq. HARTMAN & HARTMAN 510 West Plumb Lane, Suite B Reno, Nevada 89509 Telephone: 775.324.2800 Fax: 775-324-1818 Email: notices@bankruptcyreno.com About Leap Forward Gaming, Inc. Leap Forward Gaming, Inc. filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-50850) on July 8, 2016. The petition was signed by Darby Bryan, CFO/Controller. The Debtors are represented by Jeffrey L. Hartman, Esq., at Hartman & Hartman. The case is assigned to Judge Bruce T. Beesley. The Debtor disclosed assets of $2.46 and debts of $26.02 million at the time of the filing. LEHMAN BROTHERS: LBSF's Claims Against BofA Dismissed ----------------------------------------------------- Jonathan Randles, writing for Bankruptcy Law360, reported that New York Bankruptcy Judge Shelley Chapman on Aug. 4, 2016, dismissed breach of contract claims in a billion-dollar litigation brought by Lehman Brothers Special Financing against Bank of America and other financial institutions over the early termination of credit default swaps after Lehman Brothers declared bankruptcy in 2008. Judge Chapman dismissed four claims included in an LBSF lawsuit arising from the termination of so-called Pyxis credit default swaps. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LESLIE JOE WENNINGER: Final Plan Outline Hearing on Aug. 25 ----------------------------------------------------------- The Hon. Janice D. Loyd of the U.S. Bankruptcy Court for the Western District of Oklahoma has conditionally approved Leslie Joe Wenninger and Cheryl Lynn Wenninger's disclosure statement explaining their Chapter 11 Plan dated July 22, 2016. A hearing to consider final approval of the Disclosure Statement is set for Aug. 25, 2016, at 9:30 a.m. Aug. 18, 2016, is fixed as the last day for filing and serving written objection to the Disclosure Statement and Confirmation of the Plan. Aug. 18 is also fixed as the last day for filing written acceptances or rejections (Ballots) of the Plan. Leslie Joe Wenninger and Cheryl Lynn Wenninger filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 16-10560) on Feb. 24, 2016. LIFE PARTNERS: Fiduciaries Recommend Moran Investor Plan -------------------------------------------------------- H. Thomas Moran, II, Chapter 11 Trustee for Life Partners Holdings Inc. (LPHI), is clarifying for LPHI creditors that the "Investor Plan" proposed by Mr. Moran and the Official Committee of Unsecured Creditors in the Life Partners bankruptcy case is the only plan being recommended by all of the Court-appointed fiduciaries, each of whom has a legal responsibility to protect creditors' financial interests in the case. Moran noted that the Third Amended Joint Plan of Reorganization ("Investor Plan") has been distributed for consideration by all of the creditors in the LPHI bankruptcy proceedings. Ballots were sent last month to the creditors and must be received by the bankruptcy administrator no later than August 23rd. For more information, please visit http://www.LPHITrustee.com/ "This is an extremely complex case, with multiple competing interests and complicated legal issues involved, but we have labored to preserve the assets and to put together a plan that maximizes distribution to the creditors," said Mr. Moran, a well-respected expert who has devoted his entire career to the insurance industry. "The plan we have submitted was created with input from investors, designed for their maximum benefit and flexibility, and will be overseen by folks who are walking in their shoes." The Investor Plan is the only one submitted to creditors for approval that achieves three crucial objectives: -- Creates the necessary structure to maximize financial recovery for investors; -- Is flexible enough to offer multiple options so investors can select the one that works best for their individual circumstances; and -- Will be implemented and monitored by an oversight board that includes fellow investors/creditors. The Investor Plan will be implemented in partnership with Vida Capital, Inc., an industry-recognized expert in life settlements and Registered Investment Adviser (RIA) recently listed among Barron's 2016 Top 100 Funds. Vida manages more than $1 billion of equity capital in life settlements assets and services more than $2 billion in face value of life insurance policies. Vida has committed to providing the necessary capital to LPHI so funds can be distributed to fractional holders as soon as possible. "Vida Capital is pleased to be a part of the Investor Plan, the goal of which is to maximize the return of capital to the creditors without delay," said Dan Young, vice president of portfolio management at Vida Capital. "We look forward to confirmation of the Investor Plan and to working hard on behalf of the creditors to this end." "The Investor Plan makes the most sense for three reasons," said John Mitchell, CPA, an LPI investor who recently reviewed both competing plans that have been proposed. "First, the trustee recommends working with Vida Capital over Transparency, which is important because the trustee knows all the details and has a fiduciary duty to do what's best for the investors. Second, Vida is one of the top three companies in the life settlement industry in terms of size and has a sterling reputation. Third, the Investor Plan is less expensive and all of the work will be done with existing staff at Vida and Life Partners, as opposed to outsourcing the work, as is the case with the other plan. To me, choosing the Investor Plan proposed by the trustee and the creditors' committee is a no-brainer." The bankruptcy case includes Life Partners Inc. (LPI), a Waco, Texas-based company, which sold its 22,000 investors fractional positions relating to life insurance policies it had purchased from consumers. In December 2014, the U.S. Securities and Exchange Commission (SEC) secured a court order for Life Partners and its senior executives to pay more than $46.8 million for engaging in "serious violations" of the securities laws that "deprived the investing public of the information it needed to make a fully informed decision about whether to invest in Life Partners." In the aftermath of that judgment, the company's former management put the company in bankruptcy in the Northern District of Texas (Fort Worth Division, Case No. 15-40289-RFN-11). The SEC and the U.S. Trustee's Office, a Justice Department office that monitors bankruptcy cases, each requested the appointment of a Chapter 11 Trustee who would be totally independent of prior management. In March 2015, the U.S. Trustee appointed Moran, tasking him with the legal duty of stepping in to assume temporary control over the assets and business operations of the company, and to develop a plan of reorganization. "It's important that creditors understand the Investor Plan is the only plan that has been endorsed by individuals who have a legally binding obligation to act in the best interests of the LPI investors and other creditors in this case," said Mr. Moran. "Any competing plan they may hear about was created by individuals who are not bound by those same fiduciary responsibilities under the Court's supervision." About the Investor Plan The Investor Plan in the Life Partners bankruptcy proceedings is the plan developed and presented by H. Thomas Moran, II, Chapter 11 Trustee, and the Official Committee of Unsecured Creditors. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LOGAN'S ROADHOUSE: Asks Court to Approve $75-Mil. DIP Loans ----------------------------------------------------------- Roadhouse Holding Inc., et al., seek permission from the Bankruptcy Court to obtain a postpetition financing pursuant to a debtor-in-possession credit agreement among Logan's Roadhouse, Inc., as borrower, Cortland Capital Market Services LLC, as administrative agent and collateral agent, the DIP lenders and the other Debtors as guarantors. The Debtors also seek authority to use cash collateral of the prepetition secured parties and the provision of adequate protection to the Prepetition Secured Parties for any diminution in value of their interests in the Prepetition Collateral, including Cash Collateral. As of the Petition Date, the Debtors have outstanding debt obligations in the aggregate principal amount of about $416 million, consisting primarily of approximately (a) $23.9 million in secured loans under a first lien senior secured revolving credit facility dated as of Oct. 4, 2010, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, (b) $378.0 million in principal amount of second-priority senior secured notes, and (c) $14 million owed to vendors, landlords and other unsecured creditors. The DIP Facilities provide an aggregate principal amount of up to $75 million, consisting of (i) the $25 million New Money Facility, consisting of $10,000,000 in initial commitments and $15,000,000 in delayed draw commitments, and (ii) the Roll Up Facility pursuant to which each DIP Lender, following entry of (A) the Interim Order, will receive new notes in exchange for each DIP Lender's claim for notes issued under the Prepetition Indentures on a dollar-for-dollar basis for every dollar of borrowings actually disbursed under the New Money Facility by such DIP Lender, and (B) the Final Order, will receive additional new notes so that the total notes received by each DIP Lender will result in an exchange on a 2:1 basis for every dollar of borrowings actually disbursed under the New Money Facility by each DIP Lender. Proceeds from the DIP Facilities will be used for working capital and for general corporate purposes, subject to the DIP budget and the terms and conditions of the DIP Credit Agreement and DIP Orders, including to (i) funds costs of the administration of the Debtors' Chapter 11 cases and the consummation of the Restructuring; (ii) fund interest, fees and other payments contemplated in respect of the DIP Facilities, including, without limitation, the Adequate Protection Payments; and (iii) roll-up a portion of the Prepetition Notes. Borrowings under the Credit Facilities bear a per annum rate of LIBOR + 8.5%, with a LIBOR floor of 1.00% (Eurodollar Rate Loans) and a per annum rate equal to Base Rate + 7.5%, with a Base Rate floor of 2.00% (Base Rate Loans). During a continuing event of default, interest rate is a per annum rate equal to 3.00% higher than the non-default rate. A fee is payable to each DIP Lender on the Closing Date of 2% of stated principal amount of such DIP Lender's Commitments, which will be paid in kind and added to the outstanding amount of the Loans. A fee is payable to each Backstop Lender on each Funding Date of 3% of stated principal of such Backstop Lender's Commitments funded on such Funding Date, which will be paid in cash. A fee is payable to each DIP Lender (other than a Defaulting Lender) on the daily amount that such DIP Lender's Commitments (but only the Initial Commitments prior to the Final Order Entry Date) exceeds its Pro Rata Share of the aggregate outstanding principal amount of the Initial Loans and (only after the Final Order Entry Date) the Delayed Draw Loans at a rate of 0.5% per annum, payable in arrears on the last business day of each month and on the DIP Maturity Date. The Borrower will pay the DIP Administrative Agent $35,000 per annum, plus any extraordinary costs as mutually agreed to by Borrower and the DIP Administrative Agent. Carl Marks Management Company, LLC; Marblegate Asset Management, LLC; GSO Capital Partners LP; and Kelso & Company, L.P. will, either directly or through one or more affiliated funds or financing vehicles (or funds or accounts advised or sub-advised by such person) (the "Backstop Lenders"), finance the DIP Facilities on a pro rata basis, determined based on the outstanding principal amount of notes held by the Backstop Lenders and their affiliated funds (or funds or accounts advised or sub-advised by such person) under the Prepetition Indentures. To secure the DIP Obligations, the DIP Agent, for the benefit of itself and the DIP Lenders, will be granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected DIP Liens in the DIP Collateral. The Prepetition Secured Parties are granted (i) pursuant to Sections 361, 363(e) and 364(d) of the Bankruptcy Code, continuing, valid, binding, enforceable and automatically perfected postpetition liens, on all DIP Collateral, including Cash Collateral and (ii) pursuant to Section 507(b) of the Bankruptcy Code, allowed superpriority administrative expense claims, to the extent of any diminution in value of their interests in the Prepetition Collateral. The DIP Credit Agreement contains certain Plan milestones, including (i) the filing of the Reorganization Plan and Disclosure Statement by no later than Aug. 15, 2016, (ii) entry of the Final DIP Order and an order approving assumption of the RSA within 35 calendar days of the Petition Date, (iii) entry of an order approving the Disclosure Statement by no later than Sept. 26, 2016, (iv) entry of an order confirming the Reorganization Plan by no later than Nov. 7, 2016; and (v) occurrence of the Effective Date by no later than Nov. 14, 2016. "The Debtors are at a point where they do not have adequate liquidity to fund their go-forward operations. The Debtors' management, board, and professionals have reviewed their restructuring alternatives in detail over the past several months and have explored alternative sources of capital and financing as part of this process. This includes implementing the 2015 note exchange, and exploring additional out-of-court exchange and other financing transactions. None of those efforts yielded a result that would allow the Debtors to continue to operate outside of Chapter 11," said Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, one of the Debtors' attorneys. "Without access to the DIP Facilities, the Debtors could experience a liquidity shortfall and would be deprived of the capital necessary to operate their businesses. The DIP Facilities will provide the funding necessary to allow the Debtors to, among other things, maintain their businesses in the ordinary course and successfully implement their restructuring under the plan contemplated by the RSA. The DIP Facilities also will enhance the Debtors' ability to minimize disruption to their businesses and instill confidence in their various creditor constituencies, including customers, employees, landlords, vendors, and service providers," he maintained. About Logan's Roadhouse Logan's Roadhouse, Inc., a Tennessee corporation, operates full-service casual dining steakhouses. Prior to the Petition Date, the Debtors' operations encompassed approximately 234 company-owned restaurants located in 23 states, with a workforce of approximately 18,964 employees, and an additional 26 franchised restaurants. The Debtors offer specially-seasoned aged steaks and southern inspired dishes in a roadhouse atmosphere that includes their "bottomless buckets" of roasted in-shell peanuts. All of the Debtors' company-owned and franchised restaurants operate under the name Logan's Roadhouse. Each of Roadhouse Holding Inc., Roadhouse Intermediate Inc., Roadhouse Midco Inc., Roadhouse Parent Inc., LRI Holdings, Inc., Logan's Roadhouse, Inc., Logan's Roadhouse of Texas, Inc., and Logan's Roadhouse of Kansas, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11819 to 16-11827) on Aug. 8, 2016. The petitions were signed by Keith A. Maib as chief restructuring officer. Debtor Logan's Roadhouse's estimated assets in the ragne of $100 million to $500 million and debts of $500 million to $1 billion. The Debtors have hired Young Conaway Stargatt & Taylor, LLP as counsel, Mackinac Partners, LLC as restructuring advisor, Jefferies LLC as financial advisor and Donlin, Recano & Company, Inc. as notice and claims agent. Judge Brendan Linehan Shannon is assigned to the cases. LOGAN'S ROADHOUSE: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Roadhouse Holding Inc. 16-11819 3011 Armory Drive, Suite 300 Nashville, TN 37207 Roadhouse Intermediate Inc. 16-11820 Roadhouse Midco Inc. 16-11821 Roadhouse Parent Inc. 16-11822 LRI Holdings, Inc. 16-11823 Logan's Roadhouse, Inc. 16-11825 Logan's Roadhouse of Texas, Inc. 16-11826 Logan's Roadhouse of Kansas, Inc. 16-11827 Type of Business: Operates full-service casual dining steakhouses Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtors' Counsel: Robert S. Brady, Esq. Edmon L. Morton, Esq. Ryan M. Bartley, Esq. Elizabeth S. Justison, Esq. Norah M. Roth-Moore, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com emorton@ycst.com rbartley@ycst.com ejustison@ycst.com nroth-moore@ycst.com Debtors' MACKINAC PARTNERS, LLC Restructuring Advisor: Debtors' JEFFERIES LLC Financial Advisor: Debtors' DONLIN, RECANO & COMPANY, INC. Claims & Re: Roadhouse Holding Inc.,et al. Notice P.O. Box 199043 Agent: Blythebourne Station Brooklyn, NY 11219 Tel: (212) 771-1128 Logan's Roadhouse's Estimated Assets: $100 million to $500 million Logan's Roadhouse's Estimated Debts: $500 million to $1 billion The petition was signed by Keith A. Maib, chief restructuring officer. Debtors' List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ National Retail Properties Rent $521,869 450 S. Orange Avenue, Suite 900 Orlando FL 32801 Sam Khatib Sam.Khatib@nnnreit.com / leticia.thresher@nnnreit.com Cintas Corporation No 2 Trade Payable $337,958 4601 Creekstone Dr Ste 200 Durham NC 27703 Sean McLauglin AppleM@cintas.com / mclaughlins@cintas.com Facsimile No. 919-882-8325 Republic Services, LLC Trade Payable $269,613 PO Box 99917 Chicago IL 60696-7717 Jeff Moody SSmetzler@republicservices.com / jmoody@republicservices.com dba REMCO Trade Payable $208,000 Email: service@remcoalabama.com / cort@remcosoutheast.com BullsEye Telecom Inc Trade Payable $193,194 PO Box 33752 Detroit MI 48232-3752 Email: help@bullseyetelecom.com Coca Cola - Dr Pepper Fairshare Trade Payable $185,785 Email: bimarshall@coca-cola.com Ecolab Pest Trade Payable $178,750 Email: guy.turner@ecolab.com Store Capital Rent $159,457 Email: cbarnett@storecapital.com / fincollections@storecapital.com Brink's Incorporated Trade Payable $141,682 Email: alringer@brinksinc.com Printed Images, Inc. Trade Payable $127,647 Email: mark.mcgill@proforma.com Reed Smith LLP Professional $114,843 Email: MAires@ReedSmith.com Services AR Global Rent $109,893 Email: apoku-kankam@ar-global.com Compeat Inc Trade Payable $108,931 Email: stacy.doucet@compeat.com dba People Matter Billing Trade Payable $108,870 Email: billing@peoplematter.com VEREIT Rent $108,058 Email: gkindred@vereit.com Butler, Shine, Stern & Partner Trade Payable $106,997 Email: abayer@bssp.com Dykes Restaurant Supply Trade Payable $104,963 Email: fspinelli@dykesfoodservice.com Outdoor Nation LLC Trade Payable $102,825 Email: kim.clausen@outdoornation.net Squirrel Systems G.P. Trade Payable $93,725 Email: kgrewal@squirrelsystems.com AO Smith Corporation Trade Payable $85,885 Email: dhyde@hotwater.com Aramark Uniform & Career Appar Trade Payable $84,215 Email: Kelley-Suzanne@aramark.com IA Management LLC Rent $66,325 Email: chrissy.hart@iamanagement.com Whitex Financial Inc Rent $65,293 Email: alec@deffis-whittaker.com Warren Logan's Ohio LLC Rent $64,117 Email: helen@otiswarren.com Blair Manassas, LLC Rent $63,264 Email: bgotlinger@verizon.net / Steve.Georgilakis2@verizon.net Moody's Trade Payable $59,583 Email: donna.hamrah@moodys.com NSF International Food Safety Trade Payable $57,251 Email: nsfbilling@nsf.org John E Lewis Rent $57,249 2 Combs Enterprises Inc Trade Payable $54,843 Email: christopherlcombs.34@gmail.com Sang S. Yi & Young Ae Yi Rent $54,735 Email: sammylee53@gmail.com LOGAN'S ROADHOUSE: Employs Donlin Recano as Claims & Notice Agent ----------------------------------------------------------------- Roadhouse Holding Inc., et al., filed an application with the Bankruptcy Court seeking approval of their retention of Donlin, Recano & Company, Inc., as claims and noticing agent, in lieu of the Clerk of the United States Bankruptcy Court for the District of Delaware, effective nunc pro tunc to the Petition Date. The Debtors anticipate that there will be thousands of entities to be noticed in these cases. In view of the number of anticipated claimants, the Debtors assert that the appointment of a claims and noticing agent is both necessary and in the best interests of the their estates and their creditors. By appointing DRC as the claims and noticing agent in these cases, the Debtors anticipate that the distribution of notices and the processing of claims will be expedited, and the Clerk's office will be relieved of the administrative burden of processing what may be an overwhelming number of claims. DRC's hourly rates for professional services are as follows: Title Hourly Rate ----- ----------- Senior Bankruptcy Consultant $165 Case Manager $140 Technology/Programming Consultant $110 Consultant/Analyst $90 Clerical $45 The Debtors request that the undisputed fees and expenses incurred by DRC in the performance of the services be treated as administrative expenses of their estates and be paid in the ordinary course of business without further application to or order of the Court. Prior to the Petition Date, the Debtors provided DRC a retainer in the amount of $25,000, which was applied to prepetition fees under the Engagement Agreement and the services agreement that is the subject of the Administrative Advisor Application. In addition, DRC received certain payments from the Debtors for services performed prior to the Petition Date. DRC seeks to first apply the retainer to all pre-petition invoices, thereafter, to have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer under the Engagement Agreement during these Chapter 11 cases as security for the payment of fees and expenses under the Engagement Agreement. DRC represents that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. About Logan's Roadhouse Logan's Roadhouse, Inc., a Tennessee corporation, operates full-service casual dining steakhouses. Prior to the Petition Date, the Debtors' operations encompassed approximately 234 company-owned restaurants located in 23 states, with a workforce of approximately 18,964 employees, and an additional 26 franchised restaurants. The Debtors offer specially-seasoned aged steaks and southern inspired dishes in a roadhouse atmosphere that includes their "bottomless buckets" of roasted in-shell peanuts. All of the Debtors' company-owned and franchised restaurants operate under the name Logan's Roadhouse. Each of Roadhouse Holding Inc., Roadhouse Intermediate Inc., Roadhouse Midco Inc., Roadhouse Parent Inc., LRI Holdings, Inc., Logan's Roadhouse, Inc., Logan's Roadhouse of Texas, Inc., and Logan's Roadhouse of Kansas, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11819 to 16-11827) on Aug. 8, 2016. The petitions were signed by Keith A. Maib as chief restructuring officer. Debtor Logan's Roadhouse's estimated assets in the ragne of $100 million to $500 million and debts of $500 million to $1 billion. The Debtors have hired Young Conaway Stargatt & Taylor, LLP as counsel, Mackinac Partners, LLC as restructuring advisor, Jefferies LLC as financial advisor and Donlin, Recano & Company, Inc. as notice and claims agent. Judge Brendan Linehan Shannon is assigned to the cases. LOGAN'S ROADHOUSE: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Logan's Roadhouse, Inc., and seven of its subsidiaries, a restaurant chain that first opened in Lexington, Kentucky in 1991, commenced cases under Chapter 11 of the Bankruptcy Code to implement a balance sheet and operational restructuring that will allow them to become a market leading casual dining steakhouse operator. The bankruptcy filing comes after reaching an agreement with their prepetition revolving facility lenders and holders of more than 83.9% of the approximately $378.0 million in principal amount of notes pursuant to which the parties agree to support the restructuring, including committed exit financing facilities, that will deleverage the Company by over $300 million. "Through these chapter 11 cases, the Debtors intend to pursue a swift and efficient chapter 11 plan confirmation process to preserve and maximize the value of their assets for the benefit of their stakeholders," according to Keith A. Maib, chief restructuring officer. "With a deleveraged balance sheet, a rationalized portfolio of restaurants, and the operational initiatives that the Debtors are implementing in conjunction with their financial restructuring, the Debtors believe that they will be poised to offer their customers best in class service and product within the casual dining steakhouse segment and will be positioned to increase annual revenue and profitability," he added. Logan's Roadhouse operates a full-service casual dining steakhouses offering specially-seasoned aged steaks and southern inspired dishes in a roadhouse atmosphere that includes their "bottomless buckets" of roasted in-shell peanuts. Prior to the Petition Date, the Debtors' operations encompassed approximately 234 company-owned restaurants located in 23 states, with a workforce of 18,964 employees, and an additional 26 franchised restaurants. As disclosed in the bankruptcy filing, the Debtors had net revenues of over $606.4 million and unaudited EBITDA of minus $112 million, which included impairment and closing charges of over $120 million resulting in an adjusted EBITDA of approximately $8 million in calendar year 2015. For the first half of 2016, the Debtors had net revenues of over $302 million. As of the Petition Date, the Debtors have outstanding debt obligations in the aggregate principal amount of about $416 million, consisting primarily of approximately (a) $23.9 million in secured loans under a first lien senior secured revolving credit facility dated as of Oct. 4, 2010, with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, (b) $378.0 million in principal amount of second-priority senior secured notes, and (c) $14 million owed to vendors, landlords and other unsecured creditors. The Debtors said that their operations and financial performance were adversely affected by the overall downturn in the economy, the highly competitive nature of the casual family dining sector, and poor sales results. According to the Debtors, despite recent trends of recovery in the overall economy, their businesses have continued to underperform as a result of a competitive price environment. "The casual dining sector as a whole has continued to suffer, with the industry facing traffic declines of approximately 3% over the past year as consumer preferences shift towards cheaper, faster alternatives," Mr. Maib said. "In the first half of 2016, the Debtors experienced an 8.77% drop in customer traffic and a 3.95% decrease in restaurant sales." As a result of these factors, the Debtors' revenues and EBITDA have been insufficient to support their debt service, working capital, and capital expenditure needs. In realization of this fact, the Debtors engaged in the 2015 exchange with the GSO Capital Partners, LP Noteholders and the Kelso & Company, L.P. Noteholders in an effort to preserve liquidity, which resulted in the elimination of over $18.5 million in annual cash-pay interest obligations. The 2015 exchange allowed the Debtors to avoid payment of over $9.2 million in cash interest payments that would have been due on Oct. 15, 2015, according to Court documents. Following the Oct. 15, 2015, exchanges, approximately $143.9 million of 2010 Notes remained outstanding. By April 2016, the Debtors determined that they could not make their cash coupon payments due on the Unexchanged Notes and the GSO Notes. Thereafter, the Debtors began negotiating with the Revolving Facility Lenders and certain Noteholders regarding forbearance agreements and the terms of a more comprehensive restructuring of the Debtors and their balance sheets. The Debtors entered into a forbearance agreement on May 13, 2016, which was subsequently amended to extend the forbearance period through Aug. 15, 2016. Prior to the Petition Date, the Debtors engaged in discussions with certain Noteholders and the Revolving Facility Lenders which resulted in the negotiation of the RSA with the Supporting Noteholders, Revolving Facility Agent, Supporting Lenders, and Supporting Interest Holders. The RSA has backstop commitments from the Supporting Noteholders to backstop the funding of the "new money" portion of the debtor in possession financing facilities, which will be junior to the obligations of the Credit Agreement, for the lenders under the DIP Facilities to roll-over that facility to an exit facility upon emergence from Chapter 11, and for the Supporting Lenders to backstop an exit facility that will take-out the existing obligations under the Credit Agreement at closing. With respect to the Plan contemplated under the RSA, the Noteholders will receive their pro-rata share of equity in the reorganized Debtors in exchange for their Notes, with the exception that holders of less than $50,000 in principal amount of Notes will receive either cash or a third-lien note rather than equity, depending on whether they vote in favor of the Plan. Additionally, the Revolving Facility Lenders will receive their pro rata share of an exit revolving facility in satisfaction of their claims under the Credit Agreement, unless the Debtors enter into an alternative first lien facility, in which case the Revolving Facility Lenders will be paid in full in cash and outstanding letters of credit issued under the Credit Agreement will be replaced or cash collateralized at 105% of their amount. The RSA also contemplates that holders of General Unsecured Claims will receive their pro rata share of a cash pool if, as a class, they vote in favor of the Plan. Concurrently with the filing of their Chapter 11 petitions, the Debtors have filed a number of first day motions seeking permission to, among other things, prohibit utility providers from discontinuing services, pay prepetition claims of certain critical vendors, use their existing cash management system, pay obligations to employees, obtain post-petition financing and use cash collateral. The Debtors have hired Young Conaway Stargatt & Taylor, LLP as counsel, Mackinac Partners, LLC as restructuring advisor, Jefferies LLC as financial advisor and Donlin, Recano & Company, Inc. as notice and claims agent. The cases are assigned to Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware under proposed Lead Case No. 16-11819. A full-text copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/2_ROADHOUSE_Affidavit.pdf LOUISIANA-PACIFIC CORP: S&P Raises Rating to 'BB'; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings said that it raised its rating on Nashville-based Louisiana-Pacific Corp. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised the rating on the company's senior unsecured debt to 'BB' from 'BB-'. The upgrade reflects the quick and sudden improvements in OSB pricing over the past 12 months. As a direct result of improved OSB pricing and volumes, as well as increased profitability in LP's engineered wood and siding segments, the company reported an adjusted EBITDA of approximately $151 million, up from last year's first six months adjusted EBITDA of $22 million. LP had reduced net leverage to approximately 1x by the end of the second quarter ended June 30, 2016. While this level of leverage is in the minimal category, S&P has adjusted its assessment of the financial risk profile of LP to significant to account for the severe inherent volatility of earnings (and therefore credit measures) associated with LP's wood products businesses. S&P's fair business risk profile on Louisiana-Pacific reflects the company's position as one of the largest North American OSB providers. S&P's business risk profile also incorporates the company's good product diversification, with approximately half of 2015 revenue derived from its siding and engineered wood product segments. The pricing of OSB is volatile and can swing wildly in a short amount of time. As a result, LP's earnings and credit metrics are also prone to extreme swings. To help offset this inherent volatility in the business, LP is expanding its "value-added" products that aren't prone to volatile swings in price and enable the company to have more pricing power. Through the first half of 2016, value-added product revenue increased 14% year over year. As this business segment grows, it will help stabilize LP's earnings as well as improve its end market and product diversification. S&P's base-case scenario for LP for the remainder of 2016 and 2017 is: -- S&P assumes real GDP growth to be 2% and 2.4% in 2016 and 2017, respectively. -- Unemployment rate to be 4.8% and 4.5% in 2016 and 2017, respectively. -- Housing starts to be 1.2 million and 1.4 million in 2016 and 2017, respectively. Based on these assumptions, S&P arrives at these adjusted credit measures: -- Net debt to EBITDA below 1x in 2016 and 2017, -- Funds from operations (FFO) of approximately $200 million in 2016, and -- EBITDA interest coverage of about 2.5x in 2016 S&P believes LP's liquidity is strong, given the company's cash balances in excess of $430 million as of June 30, 2016. S&P views the company as having a very prudent financial policy because of its long history of maintaining excess cash to weather cyclical downturns and volatile OSB pricing. Sources: -- $434.7 million of cash and liquid investments as of June 30, 2016; -- $200 million of undrawn bank lines under the company's revolving credit facility, which is subject to a minimum cash balance requirement of $200 million; and -- Projected funds from operations of approximately $200 million for 2016. Uses: -- Approximately $125 million of capital expenditures in 2016 and 2017, and -- Flat to modest working capital requirements. The stable outlook reflects S&P's view that the current level of U.S. housing starts and construction activity will support current OSB prices over the next year, resulting in projected EBITDA of $300 million for LP and leverage of 1x. S&P's stable outlook also incorporates its expectation that LP will continue to maintain large cash balances in excess of $400 million as a buffer against future cyclical downturns or sudden drop in OSB pricing. S&P could lower the rating on Louisiana-Pacific if the housing recovery demonstrated meaningful weakness such that S&P expected OSB prices to decline, resulting in debt leverage (after taking surplus cash into account) of greater than 5x. S&P could also lower the rating if LP's cash balances were depleted such that net leverage exceeded 5x. S&P could raise the rating on Louisiana-Pacific if its adjusted debt-to-EBITDA ratio were maintained at current levels to no more than 3x on a sustained basis. This could happen if OSB prices stabilized for a sustained period of time due to continued strength in the U.S. housing market or a drop in industrywide capacity. S&P would also look for the company's value-added products to become a larger percentage of total revenue, thus stabilizing earnings. LRI HOLDINGS: Files for Bankruptcy Protection --------------------------------------------- BankruptcyData.com reported that LRI Holdings (Logan's Roadhouse) and seven affiliated debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the District of Delaware, lead case number 16-11819 (Roadhouse Holding). The Company, which operates casual dining steakhouse restaurants, is represented by Edmon L. Morton of Young Conaway Stargatt & Taylor. According to documents filed with the Court, "Over the course of the last few years, a series of factors has contributed to the Debtors' need to file these chapter 11 cases, as described below. Critically, the Debtors' top line sales decreased while their margins also declined as a result of increases in commodities and labor costs. These factors placed significant strain on the Debtors' business and liquidity needs." Court-filed documents further note, "With respect to the Plan contemplated under the RSA, the Noteholders will receive their pro-rata share of equity in the reorganized Debtors in exchange for their Notes, with the exception that holders of less than $50,000 in principal amount of Notes will receive either cash or a third-lien note rather than equity, depending on whether they vote in favor of the Plan. The RSA also contemplates that holders of General Unsecured Claims will receive their pro rata share of a cash pool if, as a class, they vote in favor of the Plan." MARIA LUZ MERCADO: Plan Confirmation Hearing Set for Dec. 6 ----------------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan approved the disclosure statement explaining Maria Luz Mercado's Chapter 11 exit plan. The hearing to consider confirmation of the Plan as well as objections to confirmation of the Plan will be held on Dec. 6, 2016, at 10:00 a.m. at Jose V. Toledo Fed. Bldg. & U.S. Courthouse, Courtroom #2, 300 Recinto Sur Street, Old San Juan, Puerto Rico. Objections to claims are due 45 days prior to the hearing on confirmation. Plan votes are due 14 days prior to the Confirmation hearing. Plan objections are due 21 days prior to the Confirmation hearing. Maria Luz Mercado filed a Chapter 11 petition (Bankr. D.P.R. Case No. 15-05476) on July 17, 2015. The Debtor filed her Chapter 11 plan and Disclosure Statement on May 6, 2016. MATTRESS FIRM: S&P Puts 'B+' CCR on CreditWatch Positive -------------------------------------------------------- S&P Global Ratings placed all its ratings on mattress retailer Mattress Firm Holding Corp. (MFRM) including its 'B+' corporate credit rating on CreditWatch with positive implications meaning that S&P could raise or affirm its ratings following the completion of S&P's review following its announcement that it agreed to be acquired by Cape Town, South Africa-based Steinhoff International Holdings NV (Steinhoff, not rated). "The CreditWatch listing follows MFRM's announcement that it has signed a definitive agreement to be acquired in an all debt transaction by the South African diversified international retailer Steinhoff International Holdings NV (not rated) which is looking to enter the U.S. market," said credit analyst Olya Naumova. "The transaction will create a global multi-brand mattress retail distribution network with geographical diversification through its presence on five continents. The company indicated its financing plans consist of about $1.8 billion in bridge loans and $2 billion of term loans. We expect the transaction to close by the end of September." S&P will resolve the CreditWatch listing following its review of the financial impact of the transaction on MFRM, as well as any benefits from the ownership by Steinhoff International Holdings NV. Specifically, S&P will be focused on the pro-forma capital structure. S&P's initial assessment assumes that the MFRM debt will be repaid in full as part of the transaction. MATTRESS HOLDING: Moody's Puts B1 CFR Under Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Mattress Holding Corp. under review for upgrade following the August 7 announcement that it signed a definitive agreement to be acquired by Steinhoff International Holdings N.V. ("Steinhoff", Baa3 Stable) for an enterprise value of approximately $3.8 billion. The transaction is subject to customary closing conditions and regulations and is expected to close in the third quarter of 2016. These ratings of Mattress Holding Corp. were placed on review for upgrade: -- Corporate Family Rating at B1 -- Probability of Default Rating at B1-PD -- $720 million senior secured term loan due 2021 at Ba3 -- $665 million senior secured add-on term loan due 2021 at Ba3 -- Outlook, changed to Rating under Review from Stable The ratings of Mattress Firm will be withdrawn at the close of the transaction, once the debt is repaid in full. RATINGS RATIONALE The review for upgrade reflects expectations that the acquisition by Steinhoff will improve Mattress Firm's credit profile, as the debt will be repaid or assumed by entities related to Steinhoff. The review will focus on the likely closing of the transaction. Mattress Holding Corp. is a subsidiary of U.S. specialty mattress retailer Mattress Firm Holding Corp., which operates over 3,500 stores and reported revenues of over $3.5 billion in 2015 pro-forma for the full-year impact of the February 2016 Sleepy's acquisition. Mattress Firm Holding Corp. is publicly traded but J.W. Childs owns approximately 36%. The principal methodology used in these ratings was Retail Industry published in October 2015. MAXI CONTAINER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Maxi Container, Inc. dba MiWineBarrel dba MIRainBarrel 7010 Middlebelt Road Romulus, MI 48174 Case No.: 16-51074 Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Phillip J Shefferly Debtor's Counsel: Michael I. Zousmer, Esq. ZOUSMER LAW FIRM GROUP PLC 4190 Telegraph Road, Ste. 3000 Bloomfield Hills, MI 48302 Tel: 248-351-0099 Fax: 248-351-0487 E-mail: michael@zlawplc.com Total Assets: $695,232 Total Liabilities: $1.20 million The petition was signed by Richard Rubin, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-51074.pdf MAXUS ENERGY: Aug. 15 Hearing on $63.1 Million DIP Financing ------------------------------------------------------------ Maxus Energy Corporation, et al. will appear before the Delaware Bankruptcy Court at a hearing on Aug. 15, 2016, to obtain approval of their request for postpetition financing. The Debtors have obtained a commitment of $63.1 million from YPF Holdings, Inc., a non-debtor subsidiary of YPF S.A., the direct parent of Debtor Maxus Energy Corporation. Maxus Energy filed for Chapter 11 just days ahead of a New Jersey trial over the cleanup bill for toxins dumped in the Passaic River. The Debtors explained in a court filing in June that given their current liquidity position, and lack of significant operations, and existing indemnification and environmental liabilities, third-party financing is not available. The Debtors indicated in a first day filing that they have $6.4 million of cash on hand on the Petition date. According to the Debtors, to reach a successful resolution and fund the costs of these chapter 11 cases, they desperately require additional liquidity. The Debtors' objectives in these chapter 11 cases are to implement a prepetition settlement with their ultimate corporate parent, YPF, S.A., and additional affiliated parties, that will curtail their longstanding indemnification obligations and related environmental litigation and maximize recoveries for all creditors. In order to implement the settlement and provide a distribution to creditors, the Debtors require additional financing to fund the Debtors' operations and the administration of these chapter 11 cases. Terms of $63.1-Mil. Financing The DIP Facility is a revolving $63.1 million credit facility bifurcated into two tranches: (a) Tranche A, consisting of a senior secured, superpriority $31,900,000 facility; and (b) Tranche B, consisting of a subordinated unsecured $31,200,000 facility. The Tranche A Facility will be used for the Debtors' general bankruptcy and restructuring expenses. The Tranche A Facility is secured by a lien on substantially all of the Debtors' assets, including overriding royalty interests in 3,000 wells, working interests, cash, and cash investments. The lien securing the Tranche A Facility will be a first priority lien and security interest on the DIP Collateral, subject and subordinate only to payment of a Carve-Out. The Tranche B Facility will be used to fund the Debtors' corporate overhead expenses, such as salaries and administrative fees, the E&P operations and related overhead, and the operations of Debtor Tierra Solutions Inc., including all current and active remediation projections being undertaken by Tierra. The Tranche B Facility is subordinate in payment to all general unsecured claims, and the Lender will not receive repayment of the Tranche B Facility until all allowed general unsecured claims (other than the claims of the Lender and its affiliates) have been fully satisfied. Of the $63.1 million provided by the DIP Facility, $11 million of the Tranche A Facility will be available to the Debtors upon the entry of the Interim Order. The remaining $52.1 million will be made available to the Debtors through revolving extensions of credit after the entry of the Final Order, subject to certain terms and conditions in the DIP Agreement. The DIP Agreement contains terms and conditions that are very fair to the Debtors and their creditors under the circumstances, particularly considering that the Tranche B Facility is being provided to the Debtors on a subordinated unsecured basis. The DIP loan has a maturity of June 30, 2017. Interest on Advances shall be payable in arrears on each Quarterly Payment Date. Each Loan shall bear interest on the outstanding principal amount thereof per annum equal to 7%. On each Quarterly Payment Date, the full amount of accrued but unpaid interest shall automatically be capitalized by increasing the then outstanding principal amount of the loans by an amount equal to such accrued and unpaid interest. Default Interest will consist of the Fixed Rate plus 2% per annum. The Debtors will also be required to pay a Commitment Fee equal to 2% per annum on undrawn amounts. Settlement with YPF et al. Prior to the Petition Date, the Debtors alleged that certain claims exist or may arise in the future against YPF, YPF International S.A., the Lender, CLH Holdings, Inc., and YPF Services USA Corp. related to the corporate relationship between the Debtors and the YPF Entities, including claims based on theories of fraudulent transfer and avoidance, and veil piercing and alter ego liability. The YPF Entities disputed the Debtors' allegations and asserted that they may have claims against the Debtors for contribution, defaulted loans, and loan forgiveness. Following good faith and arms' length negotiations, the Debtors entered into a Settlement and Release dated June 17, 2016, whereby the YPF Entities agreed, upon the Effective Date and other conditions set forth therein, to fund the Debtors' estates with $130 million. In connection with the Settlement Agreement but prior to Bankruptcy Court approval of the Settlement Agreement, the Lender agreed to make the DIP Extensions of Credit under the DIP Facility to fund the Debtors' business operations and satisfy working capital needs and other expenses during the chapter 11 cases. The Settlement Agreement further provides that the loan proceeds advanced to the Debtors and any other amounts due under the DIP Agreement, as well as those amounts that arise in the ordinary course of the Debtors' business, will be allowed claims under a chapter 11 plan and a confirmation order, and the YPF Entities will be entitled to reimbursement and payment in full in cash on account of the Allowed YPF Claims. As part of the Settlement Agreement, the Debtors also agreed to propose a chapter 11 plan that implements the terms of the Settlement Agreement, including the releases contained therein. The DIP Lender is represented in the case by: Chadbourne & Parke LLP 1301 Avenue of the Americas New York, NY 10019 Attention: Howard Seife Samuel S. Kohn Francisco Vazquez E-mail: hseife@chadbourne.com skohn@chadbourne.com fvazquez@chadbourne.com About Maxus Energy Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors are primarily non-operating entities that exist to collect royalty and revenue streams and manage remediation liabilities related to their prior operations. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors to serve on the official committee of unsecured creditors. MAXUS ENERGY: Benjamin Moore, Occidental Object to DIP Loan ----------------------------------------------------------- Benjamin Moore & Co., and Occidental Chemical Corp., will appear before the Delaware Bankruptcy Court at a hearing on Aug. 15, 2016, at 10:00 a.m. to challenge the request of Maxus Energy Corporation, et al., to obtain postpetition secured financing from YPF Holdings, Inc., a non-debtor subsidiary of YPF S.A., the direct parent of Debtor Maxus Energy Corporation. Benjamin Moore said in Court papers last week that the Chapter 11 Cases are the latest chapter in the long history of attempts by Maxus and its ultimate corporate parent, YPF, S.A., to shield their assets from their obligations for contamination of the New Jersey Passaic River, including, without limitation, liability under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9607(a) and claims raised in the Passaic River Litigation. The proposed DIP financing, Benjamin Moore argued, is nothing more than the first in a series of steps designed to use the Bankruptcy Court to obtain a release for the YPF Entities at a price that is dwarfed by their potential liability at the expense of the Debtors' creditors and other parties-in-interest. Benjamin Moore said the Settlement Agreement between Maxus and YPF was apparently negotiated in less than a month by questionably independent directors, and that deal provides for a $130 million payment by the YPF Entities in exchange for a settlement of alter ego and other claims that could have materially greater value. To the extent the YPF Entities are alter egos of the Debtors, Benjamin Moore said the YPF Entities are also responsible for those cleanup costs and other environmental obligations and claims. Thus, the YPF Entities stand to benefit greatly if they obtain releases in these Chapter 11 Cases. Benjamin Moore further pointed out that if the DIP Financing Motion is approved, YPF Holdings, Inc., a non-Debtor subsidiary of YPF, will be elevated to secured creditor status with priority over all of the Debtors' creditors to the extent of the Tranche A portion of the DIP. Under the Proposed DIP Order, the Proposed Lender, would receive liens over currently unencumbered assets and superpriority claims over, inter alia, the proceeds of actions, including avoidance actions and actions against the YPF Entities, while at the same time limiting the resources of the Debtors that may be used to investigate or pursue claims against the YPF Entities. "This effectively gives YPF control over causes of action that could otherwise be asserted against YPF or the YPF Entities," Benjamin Moore said. Occidental, meanwhile, called the substantive structure of the DIP financing "just weird." The first half of the proposed DIP financing -- more than $30 million in Tranche A Loans -- was made available by YPF to fund case administration expenses, in the hope that YPF will be able to obtain a release of all environmental and other claims the Debtors might have against it. Those Tranche A Loans are documented as true financings with a defined collateral package, but the Debtors admit that they will only have the wherewithal to pay a fraction of the projected advances at maturity. In effect, then, the Tranche A Loans will act less as a traditional DIP financing and more as administrative expenses with limited recourse only to certain of the Debtors' physical collateral. Occidental said the other half of the advances to be provided under the DIP Agreement -- more than $30 million in Tranche B Loans -- are not really "financings" at all. While the DIP Agreement denominates Tranche B Loans as "loans" that will be due and payable at maturity, they are expressly subordinate to all prepetition claims, and the Debtors openly admit that they will never have the capacity to repay any of these advances. In effect, all Tranche B Loans will act as a post-petition capital contribution from the Debtors' non-debtor parent, YPF Holding, without the hope of any return on equity. Occidental further contends that the DIP Motion is the culmination of a highly choreographed multi-year process by which YPF set about to avoid the consequences of impending environmental litigation that threatened to place substantial environmental liabilities directly on YPF's balance sheet. Rather than do what most litigants do when attempting to avoid a judgment -- settle with the other litigant -- YPF undertook a different strategy: avoid litigation with Occidental and avoid settling with Occidental. The centerpiece of that strategy, according to Occidential, is the proposed bilateral settlement between the Debtors and YPF and affiliates that purports to resolve all alter ego and fraudulent conveyance claims asserted by Occidental against the YPF Entities for a single, all-in payment of $130 million -- a sum that is $70 million less than YPF had already reserved for these liabilities, according to its own securities filings. In order for that strategy to work, however, two things must happen in Bankruptcy Court, according to Occidential: first, YPF has to avoid being compelled by regulators to fund critical ongoing remediation expenses of the Debtors. As will be shown at the hearing, this is exactly why YPF has committed to fund the obligations to be paid out of the subordinated "Tranche B" Loans. Second, YPF needs access to non-consensual third party releases from the Bankruptcy Court, which can only exist in a Chapter 11 plan, and those can only take effect if the Debtors can meet their administrative expenses as they become due from filing through plan consummation. Thus, in context, the DIP Motion has little if anything to do with "preserving value" for the estates or their creditors. Counsel to Benjamin Moore & Co.: GREENBERG TRAURIG, LLP Dennis A. Meloro, Esq. The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 E-mail: melorod@gtlaw.com - and - Nancy A. Mitchell, Esq. Maria J. DiConza, Esq. Sara A. Hoffman, Esq. MetLife Building 200 Park Avenue New York, NY 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 E-mail: mitchelln@gtlaw.com diconzam@gtlaw.com hoffmans@gtlaw.com Counsel to Occidental: RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins, Esq. Robert C. Maddox, Esq. Brendan J. Schlauch, Esq. One Rodney Square 920 North King St., Suite 200 Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@RLF.com maddox@RLF.com schlauch@RLF.com - and - WHITE & CASE LLP J. Christopher Shore, Esq. Harrison L. Denman, Esq. 1155 Avenue of the Americas New York, NY 10036 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 E-mail: cshore@whitecase.com hdenman@whitecase.com - and - Thomas E Lauria, Esq. Southeast Financial Center, Suite 4900 200 South Biscayne Blvd. Miami, FL 33131 Telephone: (305) 371-2700 Facsimile: (305) 358-5744 E-mail: tlauria@whitecase.com MIDSTATES PETROLEUM: Needs Until Oct. 27 to File Plan ----------------------------------------------------- Midstates Petroleum Company, Inc., and Midstates Petroleum Company LLC ask the U.S. Bankruptcy Court to extend the period during which they have the exclusive right to file a chapter 11 plan through and including October 27, 2016. As intended from the outset, these cases have moved expeditiously, a reflection of the consensus of $1.1 billion of claims that have committed to support the Debtors’ proposed restructuring pursuant to the plan support agreement. That swift progress has been and continues to be a key aspect of the value proposition presented by the plan, with the fully-consensual confirmation timeline contemplating a confirmation hearing beginning on August 29 (at the latest), the Debtors tell the Court. However, the Debtors' exclusive period to file a plan is currently set to expire on August 28. Thus, out of an abundance of caution, the Debtors seek an extension of their plan-filing exclusivity period through October 27, which will coincide with the end of their initial exclusive period to solicit votes on a plan. Between now and the confirmation hearing, the Debtors will continue to work with the Committee and other parties in interest to develop further support for the plan. Exclusivity will ensure that the Debtors restructuring process continues to move forward without unnecessary disruption so that the Debtors can maximize value and emerge from chapter 11 efficiently. Counsel to the Debtors and Debtors in Possession: Patricia B. Tomasco, Esq. Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: ptomasco@jw.com mcavenaugh@jw.com jwertz@jw.com -- and -- Edward O. Sassower, P.C. Joshua A. Sussberg, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: edward.sassower@kirkland.com joshua.sussberg@kirkland.com -- and -- James H.M. Sprayregen, P.C. William A. Guerrieri, Esq. Jason Gott, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com will.guerrieri@kirkland.com jason.gott@kirkland.com About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer Judge David R Jones presides over the case. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as lead bankruptcy counsel, Jackson Walker LLP as their local and conflicts bankruptcy counsel, and Evercore Group L.L.C. as investment banker. Kurtzman Carson Consultants LLC serves as claims and noticing agent. The Office of the U.S. Trustee, on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. The Committee taps Squire Patton Boggs (US) LLP as counsel, Berkeley Research Group LLC as financial advisor, and Conway Mackenzie, Inc. as special E&P advisor. MISSISSIPPI HOME: S&P Raises Rating on Revenue Bonds to 'BB+' ------------------------------------------------------------- S&P Global Ratings raised its rating on Mississippi Home Corp.'s series 2008-3A and 2008-3B multifamily housing revenue bonds, issued for the Senatobia Personal Care Apartments project, to 'BB+' from 'CCC'. The bonds are secured by Ginnie Mae mortgage-backed securities (MBS). The outlook is stable. "The rating reflects our view of the project's reliance on short-term, market-rate investments, and an improved projected debt service coverage ratio by February 2017, which declined below 1x during our previous reviews," said S&P Global Ratings credit analyst Renee Berson. "We received updated information which indicates that there should be sufficient funds available for the life of the transaction." MJ HOLDINGS: Reports $8-K Net Loss in Second Quarter Ended June 30 ------------------------------------------------------------------ MJ Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $8,319 on $171,260 of total revenue for the three months ended June 30, 2016, compared with a net loss of $42,418 on $155,883 of total revenue for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net income of $17,132 on $340,133 of total revenue, compared to a net loss of $106,447 on $288,687 of total revenue for the same period in the prior year. The Company's balance sheet at June 30, 2016, showed $4.24 million in total assets, $2.88 million in total liabilities, and stockholders' equity of $1.36 million. As of June 30, 2016, the Company had an accumulated deficit of $1,432,359 and a working capital deficit of $2,485,443, consisting of cash and prepaid expenses of $182,148 and a loan receivable of $150,000 less promissory notes for $2,725,000 due within the next twelve months and accounts payable and accrued liabilities of $92,591. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/BqjoBv Miami-based MJ Holdings, Inc. owns, operates and develops a portfolio of business units related to the regulated marijuana industry, including internet websites, mobile apps and consumer products, in addition to its income producing portfolio. As of September 30, 2015, the company has acquired three real estate properties in Colorado that are leased to state licensed marijuana. MOREHOUSE COLLEGE: Moody's Lowers Rating on $37MM Bonds to Ba1 -------------------------------------------------------------- Moody's Investors Service has downgraded to Ba1 Morehouse College's $37 million of Series 2007 revenue bonds issued through the Development Authority of Fulton County. The outlook is negative. While acknowledging some improvement in stabilizing enrollment and operating performance, the downgrade to Ba1 reflects an expectation of continued weak revenue growth, combined with limited financial flexibility. The rating incorporates a fiercely competitive student market, exacerbated by a narrow niche. Morehouse is revising its business model to focus more heavily on increasing philanthropy to support a sustainable financial model. The Ba1 rating expresses some demonstrated history of fundraising prowess, yet the ability to sustainably shift to a higher level of unrestricted giving and expand its donor base is uncertain. Morehouse's operating performance and liquidity profile are modest, notably given the significant headwinds the college is facing. The Ba1 rating favorably reflects an expectation that cost reduction efforts will continue to gain traction while the debt burden remains manageable. Rating Outlook The negative outlook reflects fundamental challenges in the college's student market and limited financial flexibility to compete in a fiercely competitive student market for a narrow niche. Further credit pressure is likely if the college is unable to successfully execute its new strategy to grow revenue through an increased focus on fundraising. Factors that Could Lead to an Upgrade Significant and sustained strengthening of the endowment and liquid reserves Notable and sustained improvement in student demand, evidenced by growth in enrollment and net tuition revenue Materially improved cash flow and debt service coverage Factors that Could Lead to a Downgrade Failure to achieve budgeted financial expectations, including enhanced fundraising Further deterioration of student demand Material contraction of liquidity Substantial increase in financial leverage Terms and conditions in future bank agreements that would impair bondholder security Legal Security The Series 2007, E, and F bonds and SunTrust bank loan are an unsecured general obligation. There is no debt service reserve fund. Moody's does not rate the Series E and F bonds or the SunTrust loan. The unrated HBCU capital loan issued through Rice Capital is secured solely by the revenues of the Otis Moss Suites and a mortgage on the facility. Gross revenues are approximately $2.5 million. Use of Proceeds Not applicable Obligor Profile Morehouse is a private, men's historically black college in Atlanta, Georgia. The college is a member of the Atlanta University Center, a consortium of four historically black institutions. Methodology The principal methodology used in this rating was Global Higher Education published in November 2015. N.P.H.B. RESTAURANT: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: N.P.H.B. Restaurant Corp. 3850 Poplar Avenue Brooklyn, NY 11224 Case Number: 16-11668 Nature of Business: Single Asset Real Estate Involuntary Chapter 11 Petition Date: May 27, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Alleged creditor who signed the petition: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Nurit Kaufman Loan $18,500 3846 Poplar Avenue Brooklyn, NY 11224 NEW BEGINNINGS: PCO Files 3rd Report on 13 Facilities ----------------------------------------------------- Laura E. Brown, the Patient Care Ombudsman for New Beginnings Care, LLC, has filed a Third Report before the US Bankruptcy Court for the Eastern District of Tennessee at Chattanooga on August 4, 2016. The Debtor, a company based in Hixon, Tennessee, filed for Chapter 11 protection on January 22, 2016. The Debtor includes on the bankruptcy petition its 13 nursing facilities located in the states of Georgia, Ohio, Oklahoma, and Tennessee. The PCO coordinates with the State Long-Term Care Ombudsmen in each state to monitor the quality of patient care and to represent the interest of the nursing facility residents. The PCO reported that among the thirteen facilities, two facilities in Ohio and five facilities in Georgia were closed. Representative State-Long-Term Care Ombudsman for all of these facilities continues to follow up with the former residents to ensure that the residents did not suffer ill effects as a result of moving to a new facility. The PCO added that the Representative of the Georgia Office of the State-Long-Term Care Ombudsman will continue to make follow-up visits on its other facilities, particularly the Pinewood Healthcare and Rehab, LLC and Eastman Healthcare and Rehab, LLC, to ensure that the on-going issues faced by these two facilities are completely addressed. Meanwhile, PCO noted that there were no declines in the quality of resident care on its four facilities, the Edwards Redeemer Healthcare and Rehab LLC, Mt. Pleasant Healthcare and Rehab, LLC, Savannah Beach Healthcare and Rehab, LLC, and Woodlands Healthcare and Rehab, LLC. About New Beginnings New Beginnings Care, LLC, and several affiliated entities filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case Nos. 16-10272 to 16-10273; 16-10275 to 16-10280; and 16-10282 to 16-10287) on January 22, 2016. The Hon. Nicholas W. Whittenburg presides over the cases. David J. Fulton, Esq., at Scarborough & Fulton, serves as counsel to the Debtors. New Beginnings estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Debbie Jones, member. A Consolidated list of the Debtors' 30 largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb16-10272.pdf OASIS OUTSOURCING: Moody's Affirms B2 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service affirmed Oasis Outsourcing Holdings, Inc.'s B2 Corporate Family Rating while downgrading the Probability of Default Rating to B3-PD from B2-PD as well as the ratings on the company's first lien credit facilities to B2 from B1. The outlook is stable. The rating action follows Oasis' announcement of plans to acquire a small professional employment organization as well as the intention to repay the company's $60 million second lien term loan. These transactions will be funded, in aggregate, with a $75 million incremental first lien term loan as well as cash on hand. The downgrade of the PDR and the ratings on the first lien credit facilities reflects the transition of Oasis's outstanding loans to a single class of secured debt and the elimination of first-loss support currently provided by the second lien facility. Upon completion of the bank debt refinancing, the ratings on the company's second lien term loan due 2022 will be withdrawn. Moody's affirmed these ratings: Corporate Family Rating -- B2 Moody's downgraded the following ratings: Probability of Default Rating, to B3-PD from B2-PD Senior Secured First Lien Term Loan due 2021, to B2 (LGD3) from B1 (LGD3) Senior Secured Revolving Credit Facility expiring 2019, to B2 (LGD3) from B1 (LGD3) Outlook is Stable RATINGS RATIONALE The B2 CFR reflects Oasis' high leverage and limited scale relative to PEO industry leader Automatic Data Processing's TotalSource division and #2 player TriNet HR Corp. in a highly competitive industry with relatively low barriers to entry. The rating also considers the risks related to Oasis' sizable revenue concentration in Florida, which accounts for about 30% of revenues, as well as the considerable turnover in the company's core small and medium-sized business customer base. However, the uncertainties associated with the company's credit profile are partially offset by the business visibility provided by Oasis' recurring revenue sales model and consistent net customer growth trends which have helped the company improve its market presence and generate mid-single digit compound annual adjusted revenue growth (less wages, pass-throughs, and direct client expenses) over the last several years. This top-line expansion, coupled with modest capital expenditures, has also supported Oasis' healthy free cash flow production which should exceed 5% of total debt (Moody's adjusted) in 2016 and rise into the upper single digit percent range over the next 12-18 months. Oasis' good liquidity position is supported by cash on the company's balance sheet and Moody's expectation that Oasis will generate free cash flow of more than 5% of total debt (Moody's adjusted) over the next 12 months. The company's liquidity is also bolstered by an undrawn $50 million revolving credit facility. Borrowings under the credit facility are subject to a maximum net leverage ratio which currently stands at 6.50x and is scheduled to step down to 6.25x in third quarter of 2016. Moody's expects Oasis to remain in compliance with this ratio over the next 12-18 months. The stable outlook reflects Moody's expectation that Oasis will generate mid-to-upper single digit sales growth over the next year driven by net new clients additions and expanding payrolls of existing clients. This enhanced scale should produce improving profit margins and free cash flow due to limited working capital and capital expenditure requirements while reducing debt to EBITDA (Moody's adjusted) to below 5x. What Could Change the Rating -- Up The rating could be upgraded over the intermediate term if Oasis profitably expands its market share and follows a conservative financial policy of aggressively reducing debt and foregoing equity distributions. An upgrade may be considered if free cash flow to debt (Moody's adjusted) is sustained in the low teens percent range while debt to EBITDA (Moody's adjusted) falls below 4.5x. What Could Change the Rating – Down The rating could be downgraded if Oasis were to experience a weakening competitive position, as evidenced by flat revenues or declining margins, or fails to reduce debt such that debt to EBITDA (Moody's adjusted) rises above 6x. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Oasis provides outsourced human resource functions, including payroll, benefits acquisition, and regulatory compliance management, primarily to small and mid-sized businesses. In 2016, Moody's expects the company's pro forma revenues to approximate $350 million. OLGA'S KITCHEN: Hearing on First Amended Plan Set for Sept. 22 -------------------------------------------------------------- The Hon. Walter Shapero of the U.S. Bankruptcy Court for the Eastern District of Michigan has granted preliminary approval of Olga's Kitchen, Inc.'s disclosure statement, which describes the Debtor's First Amended Combined Plan. The deadline to return ballots on the Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Plan, is Sept. 22, 2016. The hearing on objections to final approval of the Disclosure Statement and confirmation of the Plan will be held on Sept. 29, 2016 at 11:00 a.m. Olga's Kitchen Inc. is headquartered in Troy, Michigan, and is best known for its Mediterranean-inspired pita wraps, curly fries and quirky offerings, like an orange creme cooler. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 15-49008) on June 11, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Robert Solomon, principal. Judge Walter Shapero presides over the case. Robert N. Bassel, Esq., at Robert Bassel, Attorney, serves as the Company's bankruptcy counsel. PARAGON OFFSHORE: Enters Into Agreement for Amended PSA ------------------------------------------------------- Paragon Offshore plc on Aug. 8, 2016, disclosed that it had reached an agreement in principle with an ad hoc committee of holders of Paragon's 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024 (together, the "Senior Unsecured Notes," and such holders, the "Bondholders") and a steering committee of certain lenders under Paragon's Senior Secured Revolving Credit Agreement ()Revolving Credit Agreement" and such lenders, the "Revolver Lenders") for an Amended Plan Support Agreement, to be dated as of August 5, 2016 ()Amended PSA"), to support a revised plan of reorganization ()"Revised Plan") under chapter 11 of the United States Bankruptcy Code. The Company has received, in escrow, signatures to the Amended PSA from holders of approximately 69% in principal amount of Senior Unsecured Notes subject to receipt of signatures from holders of a majority of the loans under the Revolving Credit Agreement. The Company is in the process of seeking the requisite signatures to the Amended PSA from the Revolver Lenders and based on conversations as of Friday, August 5, the company believes it will receive the requisite signatures shortly. In order for the amendment to the Revolving Credit Agreement to be effective, the Company will require the unanimous consent of the Revolver Lenders. If the Company does not obtain such consent, it will consider a revised amendment to the plan of organization with regard to the treatment of the Revolver Lenders. Additionally, on Friday, August 5, 2016, Paragon filed a Disclosure Statement Supplement, (the "Supplement") which includes a downside sensitivity analysis (the "Downside Sensitivity"). The company's base business plan (the "Base Business Plan") provided in the filing entitled "Disclosure Statement for Second Amended Joint Chapter 11 Plan of Paragon Offshore PLC and its Affiliated Debtors" dated April 19, 2016 remains the same. The Downside Sensitivity includes the company's actual financial results through June 2016, which have been better than originally anticipated. Randall D. Stilley, President and Chief Executive Officer of Paragon, said, "During the course of the confirmation hearing for our initial restructuring plan, certain feasibility-related issues arose and the court expressed certain concerns. To address those concerns, the company prepared a downside sensitivity case to the projections and then, through discussions with the Bondholders and Revolver Lenders, we developed the Revised Plan that allows us to retain more cash in the near term while improving our longer-term potential." "Once again, the negotiations were complex and the decision to offer additional equity to our Bondholders was not taken lightly. Nevertheless, we believe that this Revised Plan, which includes concessions from the company as well as the Bondholders and Revolver Lenders, is a positive outcome for all stakeholders, including equity holders. If, as we expect, we deliver results consistent with those projected in the Base Business Plan, the additional liquidity and covenant relief will make the company even stronger. However, in the event that our Downside Sensitivity materializes, the increased liquidity and relaxed covenants will help ensure Paragon can survive in a lower-for-much-longer environment." Mr. Stilley continued, "We believe the changes we have made in the Revised Plan increase the likelihood that our restructuring plan will be confirmed, which will allow us to quickly complete the restructuring process as a company well-positioned to create long-term shareholder value." Changes Under the Revised Plan Revolving Credit Agreement Under the terms of the Revised Plan, the Revolving Credit Agreement will still be modified to include a $165 million cash paydown with the balance of approximately $631 million, including approximately $87 million of outstanding letters of credit, converted to a term loan due in 2021 at an interest rate of LIBOR plus 4.50% with a 1.00% LIBOR floor. However, under the Revised Plan, the minimum liquidity covenant will be reduced from $110 million to $103 million and the holiday on the maximum net leverage ratio and the minimum interest coverage ratio financial covenants will be extended to the first quarter of 2019 when they will be reintroduced with a cushion versus the company's Downside Sensitivity projections. While the full details of the Revised Plan can be found in the company's filings with the Bankruptcy court and in the current report on Form 8-K that the company expects to file today, a summary of certain key differences between the original plan filed on February 12, 2016 (the "Original Plan") and the Revised Plan is below: Element Original Plan Revised Plan Cash to Revolver Lenders $165 Million $165 Million Balance to be converted to $631 Million $631 Million new term loan including ~$87 MM of outstanding letters of credit Minimum liquidity covenant to be $110 Million $110 Million maintained at all times Re-introduction of net First quarter 2018 First quarter 2019 leverage ratio and interest coverage ratio covenants Initial maximum net leverage 5.50X 6.35X ratio covenant (higher is better) Initial minimum interest 2.75X 2.30X coverage covenant (lower is better) Bondholder Agreement Under the Revised Plan, the Bondholders will collectively receive $285 million of cash, or $60 million less than in the Original Plan. The contingency payment provisions in the Original Plan for 2016 and 2017 have been eliminated under the Revised Plan. In exchange, Paragon will issue a $60 million note due 2021 (the "Bondholder Note") to Bondholders. The Bondholder Note will bear interest, payable semiannually, at 12% per annum if paid in cash or equity, or 15% per annum if paid-in-kind. Additionally, the equity ownership of the Bondholders will increase from 35% to 47% (on a pro forma basis after giving effect to the transactions contemplated by the Revised Plan), which still allows existing shareholders to retain a majority of the equity in the company. While the full details of the Revised Plan can be found in the company's filings with the Bankruptcy court and in the current report on Form 8-K that the company expects to file today, a summary of certain key differences between the Original Plan and the Revised Plan is below: Element Original Plan Revised Plan Total bond debt eliminated $984 Million $984 Million Cash to Bondholders $345 Million $285 Million Common equity to be issued 35% 47% to Bondholders Common equity to be retained 65% 53% by existing shareholders Approximate shares outstanding 135.1 million 165.7 million on the effective date (based on 87.9 million shares as of June 30, 2016) Contingency payments 2016: $20 Million None 2017: $15 - $30 Million Bondholder Note payable None $60 Million due 2021 (See details in text) Entitled to appoint an Yes - 1 Yes - 1 additional Paragon board member? Settlement With Noble Corporation Under the Revised Plan, the definitive settlement agreement (the "Noble Agreement") between Paragon and Noble Corporation ()Noble") NE, +5.23% remains in place with certain modifications. Under the terms of the Noble Agreement, Noble will provide direct bonding in fulfillment of the requirements necessary to challenge tax assessments in Mexico relating to the Paragon Business for the tax years 2005 through 2010. In addition, in connection with the Revised Plan, Noble has agreed that in lieu of cash, Paragon may pay to Noble any taxes owed under the Noble Agreement relating to Mexican taxes under the amended and restated tax sharing agreement between Paragon and Noble via a note (the "Paragon Note") up to a maximum value of $5 million, potentially enabling the company to preserve additional cash during the course of the downturn. If issued, the Paragon Note would be due four years following the effective date of Paragon's restructuring. There would be no amortization required, but interest would be borne at the same rates as the Bondholder Note and Noble would be entitled to quarterly interest payments with Paragon having the option to pay in cash at an interest rate of 12% or in-kind at an interest rate of 15%. Anticipated Process and Schedule On August 16, 2016, a hearing will be held in the U.S. Bankruptcy Court to approve the Supplement. Assuming the Supplement is approved by the court, the company will begin solicitation of the Revolver Lenders and Bondholders to approve the Revised Plan. Because this is a revision to the Original Plan, this solicitation is considered a continuance of the original vote and only those holders of record as of April 6, 2016 will be entitled to vote on the Revised Plan. More than 99% of the Bondholders and 100% of the Revolver Lenders voted to approve the Original Plan. A hearing is scheduled for September 8, 2016 for the court to hear further testimony regarding the Noble Settlement. The confirmation hearing is expected to resume on September 27, 2016 and conclude by the end of September, after which the judge is expected to make his ruling. Paragon expects to emerge from its bankruptcy process in October. Additional Information Details of the agreements described herein and copies of the Amended Plan and Disclosure Statement Supplement can be found in the Current Report on Form 8-K that the company expects to file today. Additional information will be available on Paragon's website at www.paragonoffshore.com or by calling Paragon's Restructuring Hotline at 1-888-369-8935. Weil, Gotshal & Manges LLP is serving as legal counsel to Paragon and Lazard is serving as financial advisor. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Seeks Approval of Plan Support Agreement ---------------------------------------------------------- BankruptcyData.com reported that Paragon Offshore filed with the U.S. Bankruptcy Court a motion for authority to (i) assume a plan support agreement (PSA) and (ii) modify automatic stay. The motion explains, "Pursuant to the Plan Support Agreement, to be amended by the anticipated PSA Amendment, the Debtors and the Consenting Creditors will have agreed to consummate the restructuring contemplated in the Modified Plan, which reduces the Debtors' debt by approximately $1.1 billion and annual cash interest payments by approximately $60 million, resolves covenant issues and extends the maturity of their revolving loan facility, shifts the burden of over nearly $200 million in tax bonding obligations onto their former parent, and provides all of their creditors a 100% or consensually negotiated recovery, all while preserving their rights in non-debtor Prospector assets and providing public shareholders an appropriate level of participation in the restructured enterprise. 11. The key elements of the Modified Plan and the Debtors' restructuring include (i) the satisfaction of $985 million of unsecured notes in exchange for $285 million in cash, senior unsecured notes in the aggregate amount of $60 million, and 47% of the outstanding Parent Ordinary Shares (as defined in the Modified Plan), (ii) a $165 million principal payment of the Secured Revolving Credit Agreement and additional collateral and increased interest rates in consideration for revised covenants, conversion of the remaining revolving loans to term loans, provision of an ongoing letter of credit facility to support the Debtors' business operations, and a maturity extension to 2021, (iii) reinstatement of the Debtors' Term Loan Agreement, dated as of July 18, 2014 (the 'Term Loan Agreement'), which has a below-market interest rate, an extended maturity, and no financial covenants; and (iv) a settlement with Noble, without which the Debtors could not effectuate this restructuring. Confirmation of the Modified Plan will pave the way for the Debtors to emerge from chapter 11 with improved leverage, a more sustainable capital structure, and its relations with customers, vendors, and employees intact." The Court scheduled a September 8, 2016 hearing on the motion. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PEABODY ENERGY: Needs Until Nov. 9 to File Ch. 11 Plan ------------------------------------------------------ Peabody Energy Corporation and certain of its subsidiaries ask the U.S. Bankruptcy Court to extend by approximately 60 days the period during which the Debtors have the exclusive right to file a plan of reorganization and to solicit acceptances of such plan, through and including November 9, 2016 and January 9, 2017, respectively. The Debtors relate that since the Petition Date, the Debtors and their professional advisors have been working diligently to develop the Global Business Plan to serve as the foundation for their restructuring activities. The Debtors expect to meet the DIP Milestone of delivering the Global Business Plan by August 11, 2016. The Debtors have also addressed numerous other matters since the Petition Date contemporaneously with the development of the Global Business Plan. These matters are precursors to a Plan and include, among other things, the following: (a) Obtaining various "first day" relief to establish procedures for the efficient administration of these chapter 11 cases and to ensure the stabilization and seamless operation of the Debtors' reorganization efforts, including retaining professionals necessary to those efforts and maintaining business as usual to the fullest extent possible to preserve the Debtors' relationships with their employees, customers, suppliers and other interested parties; (b) Negotiating with the relevant regulatory agencies for the States of Wyoming, New Mexico and Indiana and filing motions to approve stipulations that resolve disputes concerning the Debtors' self-bonding under each State's law utilizing the $200 million bonding accommodation facility under the DIP Facility; (c) Selling Debtor Lively Grove Energy Partner's membership interest in the Prairie State Energy Campus for $57 million in cash; (d) Obtaining Court approval of procedures for the disposition of miscellaneous noncore assets of relatively de minimis value; (e) Preparing and filing schedules of assets and liabilities and statements of financial affairs for each of the 153 Debtors; (f) Establishing bar dates for the filing of proofs of claim for both non-governmental and governmental entities; (g) Participating in the meeting of creditors under section 341 of the Bankruptcy Code on June 21, 2016 and the continuation thereof on July 20, 2016; (h) Addressing various issues arising in connection with the Debtors' vendor and customer constituencies, including, among other things, agreements for the ongoing provision of goods and services by or to such parties under normal trade terms; (i) Commencing the CNTA Dispute, a gating item for the Plan; (j) Responding to the Creditors' Committee's extensive due diligence requests; (k) Addressing the motions brought by Arizona Public Service Company ("APSC") and PacifiCorp ("PC") concerning the terms and conditions of their Coal Supply Agreement with the Debtors and commencing an adversary proceeding against each of APSC and PC in response thereto; (l) Initiating litigation against Bowie Resource Holdings, LLC to recover a $20 million termination fee in connection with the Four Star Sale Agreement; (m) Obtaining an order authorizing the Debtors to provide retention payments with respect to certain employees who are critical to the Debtors' continued operations and reorganization; (n) Rejecting various burdensome contracts and nonresidential real property leases that provided no ongoing benefit or value to the Debtors; (o) Seeking other relief necessary to ensure the orderly administration of these chapter 11 cases, including the authority to retain and pay professionals in the ordinary course of business and the adoption of a case management order. Attorneys for Debtors and Debtors in Possession: Steven N. Cousins, Esq. Susan K. Ehlers, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Boulevard, Suite 1800 St. Louis, MO 63105 Telephone: (314) 621-5070 Facsimile: (314) 612-2239 Email: scousins@armstrongteasdale.com sehlers@armstrongteasdale.com -- and -- Heather Lennox, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: hlennox@jonesday.com -- and -- Amy Edgy, Esq. Daniel T. Moss, Esq. JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 Telephone: (202) 879-3939 Facsimile: (202) 626-1700 Email: aedgy@jonesday.com dtmoss@jonesday.com About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29 appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PERSONAL COMMUNICATIONS: Bid to Enforce Sale Order Partly Granted ----------------------------------------------------------------- Judge Alan S. Trust of the United States Bankruptcy Court for the Eastern District of New York granted in part and permissively abstained in part from Quality One Wireless' motion to enforce sale order, and granted in part Goldie Group's motion for relief from automatic stay. Pending before the court were the following motions: (i) the Amended Fourth Omnibus Objection of the Liquidating Trustee to Modify or Disallow Certain Claims; (ii) the Motion of Quality One Wireless to Enforce Sale Order; (iii) the Motion of The Goldie Group, LLC, pursuant to 28 U.S.C. section 1334(c)(1) and Bankruptcy Rules 5011 and 9014, for Permissive Abstention from Quality One Wireless' Motion To Enforce Sale Order; and (iv) the Motion of The Goldie Group, LLC pursuant to section 362(d)(1) of the Bankruptcy Code and Bankruptcy Rule 4001(a) for Relief from the Automatic Stay. One of the debtors, Personal Communications Devices, LLC, sold a variety of assets during the bankruptcy case to Quality One Wireless pursuant to a court order; prior to PCD filing bankruptcy, it had sued the Goldie Group, LLC in Massachusetts state court creating a breach of contract dispute; Quality One, as the purchaser of PCD’s rights against Goldie, has been seeking to recover from Goldie the debt allegedly owed to PCD; Goldie does not assert that it lacked notice of the sale process; various claims and cross claims have now wound their way through lawsuits in Massachusetts state and federal district court. Judge Trust granted the portion of the Enforcement Motion that asked the court to delineate the scope and effect of its own order approving the sale of PCD’s assets to Quality One but, permissively abstained from deciding the balance of the Enforcement Motion. Judge Trust will also lift the automatic stay to the extent necessary in order for the parties to resolve the balance of their disputes currently pending before the Massachusetts state court where they elected to first raise the issues presented. A full-text copy of Judge Trust's August 5, 2016 decision and order is available at http://bankrupt.com/misc/nyeb8-13-74303-805.pdf About PCD Personal Communications Devices LLC and an affiliate, Personal Communications Devices Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013, in Central Islip, N.Y. The Debtor disclosed $247,952,684 in assets and $284,985,134 in liabilities as of the Chapter 11 filing. PCD -- http://www.pcdphones.com-- was in the business of providing carriers and manufacturers an array of product life cycle management services that includes planning and development; inventory; technical testing; quality control; forward and reverse logistics; sell-in and sell-thru, marketing & warranty support. PCD sold its assets to Quality One Wireless LLC for $105 million in October 2013. The bankruptcy auction was cancelled as no competing offers were submitted. Bankruptcy Judge Alan S. Trust oversees the case. Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as counsel to the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and notice agent. BG Strategic Advisors, LLC, is the financial advisor. Richter Consulting, Inc., is the investment banker. Q1W is advised by Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr, P.C. A three-member official committee of unsecured creditors was appointed in the Chapter 11 case. The Committee retained FTI Consulting, Inc., as financial advisor, and Perkins Coie LLP as counsel. PCD obtained confirmation of its Plan of Liquidation on April 11, 2014. Under the Plan, unsecured creditors were told to expect a 2.8% recovery on $175.8 million in claims. The sale of PCD's assets was accompanied by a settlement where the buyer provided $500,000 for winding down the Chapter 11 case and $3 million toward expenses of the Chapter 11 process. PFO GLOBAL: Has $1.41-Mil. Net Loss in Qtr. Ended March 31 ---------------------------------------------------------- PFO Global, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.41 million on $1.08 million of sales for the three months ended March 31, 2016, compared to a net loss of $2.56 million on $988,037 of sales for the same period in 2015 As of March 31, 2016, the Company had cash of $25,807. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of approximately $1.4 million and net cash and cash equivalents used in operations of approximately $1.0 million for the three month period ended March 31, 2016. The Company has a working capital deficit of approximately $15.5 million and stockholders' deficit of approximately $26 million as of March 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern. At March 31, 2016, the company had total assets of $1.70 million, total liabilities of $27.64 million, and total stockholders' deficit of $25.94 million. A full-text copy of the company's quarterly report is available for free at: https://is.gd/9xTIBX Dallas, Texas-based PFO Global, Inc. provides eyewear and prescription lenses to eye care professionals and prescription laboratories. The company has developed proprietary cloud based software and electronic devices to streamline logistics and reduce costs for its customers. PILGRIM MEDICAL: Disclosure Statement Hearing Set for Sept. 8 ------------------------------------------------------------- The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey has conditionally approved Pilgrim Medical Center, Inc.'s Disclosure Statement describing the Debtor's small business plan. The Debtor filed its Disclosure Statement and Plan on July 21, 2016. A hearing will be held on Sept. 8, 2016, at 11:00 a.m. for the final approval of the Disclosure Statement and for the confirmation of the Plan. Objections to the approval of the Disclosure Statement and confirmation of the Plan must be filed by Aug. 25, 2016. About Pilgrim Medical Center Pilgrim Medical Center, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-15414) on March 22, 2016. The petition was signed by Nicholas V. Campanella, shareholder. The case is assigned to Judge Stacey L. Meisel. The Debtor estimated under $50,000 in assets and debts of $1 million to $10 million. PREMIER WELLNESS: Seeks Nov. 1 Extension of Plan Filing Date ------------------------------------------------------------ Premier Wellness Centers LLC files its second motion asking the U.S. Bankruptcy Court to extend its exclusive period to file its plan and disclosure statement through and including November 1, 2016. The exclusivity period within which the Debtor is required to file its plan and disclosure statement was previously extended to expire on September 2, 2016. However,the Debtor is still currently in negotiations with secured creditors and in the process of preparing a motion to value to be filed shortly. Counsel for Premier Wellness Centers LLC: Malinda L. Hayes, Esq. MARKARIAN FRANK & HAYES 2925 PGA Boulevard, Suite 204 Palm Beach Gardens, FL 33410 Tel: (561) 626-4700 Fax: (561) 627-9479 Email: malinda@businessmindedlawfirm.com About Premier Wellness Headquartered in Port Saint Lucie, Florida, Premier Wellness Centers LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10191) on Jan. 6, 2016, listing $384,433 in total assets and $2.56 million in total liabilities. The petition was signed by William Jensen, managing member. Judge Paul G. Hyman, Jr., presides over the case. Malinda L Hayes, Esq., at Markarian Frank White-Boyd & Hayes serves as the Debtor's bankruptcy counsel. PRIMORSK INT'L: Disclosure Statement Approval Hearing on Aug. 23 ---------------------------------------------------------------- Primorsk International Shipping Limited (Cyprus) and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York their Disclosure Statement and Joint Chapter 11 Plan of Liquidation on Aug. 2, 2016. A hearing will be held Aug. 23, 2016, at 2:00 p.m. (ET) before the Hon. Martin Glenn to consider approval of the Disclosure Statement and solicitation procedures. Responses or objections, if any, to the Disclosure Statement and the Solicitation Procedures are due no later than Aug. 19, 2016 at 4:00 p.m. (ET). According to the Disclosure Statement, the Bankruptcy Court has scheduled the Confirmation Hearing for Sept. 20, 2016 at 10:00 a.m. (Eastern Time). The Confirmation Hearing may be adjourned by the Bankruptcy Court or the Debtors without further notice other than by announcement in open court and/or notice(s) of adjournment filed on the docket with the Bankruptcy Court's permission. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10073-0236.pdf About Primorsk International Headquartered in Nicosia, Cyprus, Primorsk International Shipping Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers in the Arctic. It was founded in 2004 and is owned by Apington Investments, a British Virgin Islands holding company, which is controlled by Russian native Alexander Kirilichev. Primorsk sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10073) in New York, in the U.S., on Jan. 15, 2016. Affiliates Boussol Shipping Limited, Malthus Navigati on Limited, Jixandra Shipping Limited, Levaser Navigation Limited, Hermine Shipping Limited, Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079), Prylotina Shipping Limited, Baikal Shipping Ltd, and Vostok Navigation Ltd. also filed separate Chapter 11 bankruptcy petitions. The bankruptcy petitions were signed by Holly Felder Etlin, chief restructuring officer. Judge Martin Glenn presides over the cases. The Debtor disclosed total assets of $6,018,821 and total liabilities of $351,352,076 as of the Chapter 11 filing. Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as the Debtors' bankruptcy counsel. AlixPartners, LLP, is the Debtors' financial and restructuring advisor. PRIMORSK INT'L: Swap & Unsecured Claims Get Nothing Under Plan -------------------------------------------------------------- Primorsk International Shipping Limited (Cyprus) and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York their Disclosure Statement and Joint Chapter 11 Plan of Liquidation on Aug. 2, 2016. Under the Plan, General Unsecured Creditors in Class 4 are out of the money. Each Holder of an allowed claim under the Debtors' senior secured term loan facility (Senior Loan Claim) in Class 3A will be paid in full in Cash in accordance with the order approving the sale of the Debtors' assets. According to the Plan, Class 3A Claims total $194,269,474. Each Holder of an allowed claim under the Debtors' junior revolving credit facility (Junior Loan Claim) in Class 3B will receive (i) its Pro Rata share of remaining Encumbered Cash, following the provision of a reserve for line items in the Wind-Down Budget and the distributions made to the Holders of Senior Loan Claims, and (ii) its Pro Rata share of the Liquidating Trust Distributable Cash, in each of cases (i) and (ii) until such time as such Holder has received Cash distributions equal to the Allowed amount of such Allowed Junior Loan Claim. Class 3B claims total $51,625,000 and are projected to recoup 35% under the Plan. Each Holder of an allowed claim under the Debtors' third ranking term loan facility, which was taken to refinance certain swap liabilities, (Swap Claim) in Class 3C will get nothing under the Plan. Swap Claims total $16,400,988. Equity Interests in Class 5 also get nothing. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10073-0236.pdf About Primorsk International Headquartered in Nicosia, Cyprus, Primorsk International Shipping Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers in the Arctic. It was founded in 2004 and is owned by Apington Investments, a British Virgin Islands holding company, which is controlled by Russian native Alexander Kirilichev. Primorsk sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10073) in New York, in the U.S., on Jan. 15, 2016. Affiliates Boussol Shipping Limited, Malthus Navigati on Limited, Jixandra Shipping Limited, Levaser Navigation Limited, Hermine Shipping Limited, Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079), Prylotina Shipping Limited, Baikal Shipping Ltd, and Vostok Navigation Ltd. also filed separate Chapter 11 bankruptcy petitions. The bankruptcy petitions were signed by Holly Felder Etlin, chief restructuring officer. Judge Martin Glenn presides over the cases. The Debtor disclosed total assets of $6,018,821 and total liabilities of $351,352,076 as of the Chapter 11 filing. Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as the Debtors' bankruptcy counsel. AlixPartners, LLP, is the Debtors' financial and restructuring advisor. PROASSURANCE CORP: Moody's Assigns Ba1 Stock Shelf Rating --------------------------------------------------------- Moody's Investors Service has assigned provisional ratings (senior unsecured shelf at (P)Baa2 and preferred stock shelf at (P)Ba1) to ProAssurance Corporation's (ProAssurance, NYSE: PRA) shelf registration. The shelf replaces the company's previous shelf registration, which expired on May 22, 2016. The outlook for ProAssurance's debt and insurance financial strength (IFS) ratings is stable. RATINGS RATIONALE According to Moody's, ProAssurance's ratings reflect the company's established track record and solid competitive market position as a specialist underwriter of healthcare (medical) professional liability (HCPL) insurance in the US, along with its strong operating profitability and claim handling capabilities. The group maintains a conservative financial profile, including a strong capital position, sound reserves and moderate financial leverage. These strengths are tempered by the group's well above-average product risk given its focus primarily on healthcare professional liability insurance, which - despite strong performance in recent years - has over time exhibited among the highest levels of volatility in underwriting results and liability claim trends. The HCPL insurance industry faces a competitive pricing environment as rates have declined for multiple years and reserve redundancies have diminished. Through Eastern Insurance Holdings, Inc. (Eastern), ProAssurance writes monoline workers' compensation (WC) insurance for small and middle-sized companies in low or middle-hazard industries. ProAssurance reported a combined ratio of 94.9% for WC for the first six months of 2016 compared to 92.8% for the consolidated company. Since 2014, ProAssurance has also participated in Lloyd's syndicate 1729 that underwrites a wide range of P&C products. Despite reasonably strong results for the first half of 2016 (with a 96.7% combined ratio), the Lloyd's investment could expose ProAssurance to execution risk as the business grows over time. The following factors could lead to a ratings upgrade: increased product diversification through measured growth; continued strength of HCPL franchise through the underwriting cycle; financial leverage below 10%, combined with strong capital adequacy (e.g. gross underwriting leverage at 1.0x or below) and solid reserve position; and, sustained interest and shareholder dividend coverage in excess of 8x. Factors that could lead to a downgrade include: a sizeable expansion into a product or geographical area outside of the company's core strengths; material negative developments in the healthcare professional liability environment or legislation that could increase loss cost trends or reduce profitability and/or franchise strength; adjusted financial leverage in excess of 25%, together with interest and preferred dividend earnings and cash-flow coverage below 6x and 5x, respectively; annual adverse reserve development in excess of 3%; a significant increase in combined ratios; or, gross underwriting leverage at 2.0x or greater. RATING ACTIONS These provisional ratings have been assigned: ProAssurance Corporation - provisional senior unsecured debt at (P)Baa2; provisional preferred stock at (P)Ba1. The principal methodology used in these ratings was Global Property and Casualty Insurers published in June 2016. ProAssurance Corporation is headquartered in Birmingham, Alabama, and through its subsidiaries provides professional liability insurance products primarily to physicians, other healthcare providers, and healthcare facilities in the United States. It also writes medical technology and life sciences product liability, legal professional liability business, as well as workers' compensation through its Eastern subsidiary. The company markets its products through both specialized independent agents and direct marketing. For the first six months of 2016, ProAssurance reported net earned premiums of $354.3 million and net income of $62.4 million. As of June 30, 2016, shareholders' equity was $2.0 billion. PTC GROUP: S&P Lowers Foreign Issuer Credit Rating to D ------------------------------------------------------- S&P Global Ratings downgraded the long-term foreign issuer credit rating of PTC Group Holdings Corp to D from CCC on Aug. 3, 2016. PTC GROUP: S&P Raises Issuer Credit Rating to CCC+ -------------------------------------------------- S&P Global Ratings upgraded the long-term foreign issuer credit rating of PTC Group Holdings Corp to CCC+ from D on Aug. 4, 2016. QUANEX BUILDING: S&P Withdraws 'BB-' Corporate Credit Rating ------------------------------------------------------------ S&P Global Ratings withdrew its 'BB-' long-term corporate credit rating on Houston-based Quanex Building Products Corp., a producer of window components, screens, and cabinet components. S&P also withdrew the 'BB' senior secured debt rating and '2' recovery rating on the company's senior secured $310 million bank term loan B due 2022, which was repaid in full. S&P is withdrawing the ratings at the company's request. The company recently refinanced its senior secured debt with a new unrated credit facility. The rating outlook at the time of the withdrawal was stable. RICHARD D. ARNOLD: Unsecured Creditors to be Paid 100% in 60 Months ------------------------------------------------------------------- Richard D. Arnold filed with the U.S. Bankruptcy Court for the Middle District of Tennessee on Aug. 2, 2016, a Chapter 11 plan that provides that holders of general unsecured claims, which total $10,367.24, will be paid $172.79 monthly for 60 months. Monthly payments shall be made on a pro rata basis based on the value of each unsecured claim. Any plan payments returned to the Debtor by unsecured creditors shall become property of the reorganized Debtor. General unsecured claims are expected to recoup 100% of their allowed claims. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/tnmb15-07168-0055.pdf Richard Douglas Arnold, Sr. filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 15-07168) on October 6, 2015. Judge Marian F. Harrison presides over the case. The Debtor receives income from his operation of an eponymous sole proprietorship which does HVAC repair and service. The Debtor has owned and operated the company for approximately a year and a half. RINCON ISLAND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Rincon Island Limited Partnership P.O. Box 5489 Santa Maria, CA 93456 Case No.: 16-33174 Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: David A. Zdunkewicz, Esq. ANDREWS KURTH, LLP 600 Travis, Ste. 4200 Houston, TX 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 E-mail: davidzdunkewicz@akllp.com dzdunkewicz@andrewskurth.com Estimated Assets: $50 million to $100 million Estimated Debts: $100 million to $500 million The petition was signed by Susan M. Whalen, SVP and general counsel of general partner. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ West Coast Welding & Trade Debt $1,675,769 Construction, Inc. P.O. Box 1915 Ventura, CA 93002 Attn: Mike Barbey Tel: 805-604-1222 Arent Fox LLP Trade Debt $209,095 Gas Company Tower P.O. Box 644672 Pittsburgh, PA 15264-4672 Attn: Michael Cryan Tel: 213-629-7400 Rival Well Services, Inc. Trade Debt $85,981 P.O. Box 12620 Bakersfield, CA 93389 Attn: Bob Grayson Tel: 661-978-1006 Dept. of Conservation Trade Debt $26,100 Div. of OIl, Gas & Geotherm Attn: Assessments 801 K St, MS 18-05 Sacramento, CA 95814 Attn: Sharon Armstrong Tel: 916-445-9686 Pros Incorporated Trade Debt $25,794 Rolls Scaffolding & Equipment Trade Debt $17,032 Aramark Trade Debt $16,598 Canary, LLC Trade Debt $16,072 Clean Seas, LLC Trade Debt $12,672 Sweet Oil Tool Rental, Inc. Trade Debt $11,601 KVOS, Inc. Trade Debt $8,626 M.G. Taylor Equipment, Inc. Trade Debt $8,491 United Rentals Trade Debt $8,333 Westland Transportation, Inc. Trade Debt $7,350 O'Briens Response Management Trade Debt $7,269 X-Chem Oilfield Chemicals Trade Debt $7,077 MMCG, Inc. Trade Debt $4,949 Anterra Trade Debt $4,720 Applus RTD, USA Trade Debt $3,256 Environmental Health Cupa Trade Debt $2,906 ROGER ALLEN MCCRACKEN: Randy Burke Joins Creditors' Committee ------------------------------------------------------------- Randy Burke has joined the official committee of unsecured creditors in the Chapter 11 case of Roger Allen McCracken, after David Cottler at Paramount Hotels, LLC, and Michael Bashaw left the Committee. As reported by the Troubled Company Reporter on July 28, 2016, Gail Brehm Geiger, acting U.S. trustee for Region 18, on July 25 appointed three creditors to serve on the Committee. The committee members now include: (1) Tom Reese Pacific Continental Bank 805 S.W. Broadway, Suite 780 Portland, OR 97205 Tel: (503) 350-5340 Fax: (503) 796-0101 E-mail: tom.reese@therightbank.com (2) Randy Burke 13563 S.E. 27th Place Bellevue, WA 98005 Tel: (425) 644-0351 Cell: (425) 985-0284 E-mail: rburke@burkeelectric.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 Roger Allen McCracken Roger Allen McCracken sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-13561) on July 6, 2016. The Debtor is represented by Jamie J. McFarlane, Esq., at The Tracy Law Group PLLC. ROKA BIOSCIENCE: Posts $7.56-Mil. Net Loss in Second Quarter ------------------------------------------------------------ Roka Bioscience, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $7.56 million on $1.82 million of revenue for the three months ended June 30, 2016, compared with a net loss of $9.24 million on $1.45 million of revenue for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $15.74 million on $3.45 million of revenue, compared to a net loss of $2.98 million on $18.10 million of revenue for the same period in the prior year. The Company's balance sheet at June 30, 2016, showed $56.01 million in total assets, $26.08 million in total liabilities, and stockholders' equity of $29.92 million. Roka Bioscience have limited capital resources and have experienced negative cash flows from operations and have incurred net losses since inception. They expect to continue to experience negative cash flows from operations and incur net losses in the near term as they devote substantially all of their efforts on commercialization of their products and continued product development. They expect future operating, investment and financing activities to be funded by their product revenue, their existing cash and cash equivalents, and from cash raised through debt or equity offerings, if any, in the future. Based on the Company's current business plan, they currently anticipate that they will have sufficient capital to fund their existing operations through the end of 2016. The Company's liquidity requirements may be negatively impacted by changes to their business plan, a lengthier sales cycle, lower demand for their products or other risks described elsewhere in this quarterly report and in their Annual Report on Form 10-K for the year ended December 31, 2015, and therefore they may need to raise capital sooner than currently anticipated. These factors create a substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2aO7raM Roka Bioscience, Inc., is focused on the development and commercialization of molecular assay technologies for the detection of foodborne pathogens. The Company was established in September 2009 through the acquisition of industrial testing assets and technology from Gen-Probe Incorporated, which was subsequently acquired by Hologic, Inc. RON SAMUEL ISRAELI: Plan Confirmation Hearing Set for Sept. 27 -------------------------------------------------------------- Ron Samuel Israeli obtained a conditional approval of its Chapter 11 Combined Plan of Reorganization and Disclosure Statement. Written objections to the Disclosure Statement and confirmation of the Plan are due on September 20, 2016. The last day for filing written acceptances or rejections of the Plan has been fixed on September 20, 2016. A hearing will be held on September 27, 2016 at 2:30 p.m. for final approval of the Disclosure Statement and for confirmation of the Plan. Ron Samuel Israeli sought protection under Chapter 11 of the (Bankr. D.N.J. Case No. 15-33499) on December 16, 2015. Counsel to Ron Samuel Israeli: Chad B. Friedman, Esq. Brian L. Baker, Esq. RAVIN GREENBERG FRIEDMAN, LLC 101 Eisenhower Parkway Roseland, NJ 07068 Telephone: (973) 226-1500 Facsimile: (973) 226-6888 RONALD WALTERS: Files Fourth Amended Disclosure Statement --------------------------------------------------------- Ronald Neal Walters, Sr., filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a Fourth Amended Disclosure Statement and Plan, which proposes that the Debtor will initially pay 1% on all unsecured claims. The unsecured claims will be paid over a 12-month period. Payment will start after the Debtor's motor vehicles are paid off, which time period will be approximately commencing in November 2016. Three percent of the claims will be paid over the next 60-month period. Unsecured creditors will be paid $4,464 during the last quarter of each year for a total of payments in the last quarter of each year in the amount of $22,320.45. Unsecured claims total $869,897. Payments and distributions under the Plan will be funded by the Debtor's income from all sources including, but not limited to, sales of real property in Charleston and income from commissions at insurance business. The Disclosure Statement is available at: http://bankrupt.com/misc/wvsb15-20243-127.pdf Ronald Neal Walters, Sr., filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.Va. Case No. 15-20243) on April 30, 2015. The Debtor continues to work in the insurance business. SANDRIDGE ENERGY: Seeks Exclusivity Extension Thru Jan. 13 ---------------------------------------------------------- BankruptcyData.com reported that SandRidge Energy filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including January 13, 2017 and March 14, 2017, respectively. The motion explains, "The hearing to confirm the plan of reorganization that embodies this globally supported restructuring is scheduled to conclude on September 8, 2016, approximately five days before the statutory expiration of the Debtors' exclusive right to file a chapter 11 plan. Out of an abundance of caution, however, the Debtors seek an extension of the exclusivity period in which the Debtors may file and solicit acceptances of a chapter 11 plan of reorganization. The Debtors believe that maintaining the exclusive right to file and solicit votes on a plan of reorganization is critical to realizing the value-maximizing restructuring contemplated by the Plan. Extending the exclusivity periods will afford the Debtors and their stakeholders' time to confirm the Plan, finalize the transactions contemplated by the Plan, and proceed toward emergence in an efficient, organized fashion. Therefore, the Debtors request an extension of the exclusivity period by four months to allow the Debtors to focus on continuing to advance the process and to preclude the costly disruption and instability that would occur if competing plans were to be proposed." The Court scheduled an August 31, 2016 hearing to consider the extension motion. About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy, Inc. and 24 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions were signed by Julian M. Bott as chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC as restructuring advisor and Prime Clerk LLC as claims and noticing agent. The cases are assigned to Judge David R Jones. The Office of the U.S. Trustee has appointed five creditors of SandRidge Energy, Inc., to serve on the official committee of unsecured creditors. SHARP FINANCIAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sharp Financial LLC 8939 S Sepulveda Blvd Suite 102 Los Angeles, CA 90045 Case No.: 16-20496 Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Al West, Esq. WEST & ASSOCIATES 700 N Pacific Coast Hwy Suite 201 Redondo Beach, CA 90277 Tel: 310 374-4141 E-mail: Westand Associates1@gmail.com Total Assets: $3.3 million Total Debts: $13.39 million The petition was signed by Steven Rogers, authorized agent. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ray Gutirerrez Contract for $900,000 428 Georgetown Avenue debt via Note Ventura, CA 93003 & Assignment Email: authorizedtrust@gmail.com Marc & Michelle Griffith Contract for $600,000 6020 Heatherton Drive debt via Note Somis, CA 93066 & Assignment Email: notedresults@gmail.com Sunil Wadhwa Contract for $600,000 747 Sturbridge Drive debt via Note Folsom, CA 95630 & Assignment Raj Wadhwa Contract for $575,000 1102 Penniman Dr. debt via Note El Dorado Hills, CA 95762 & Assignment Jane Bin Yu Contract for $575,000 1462 Michigan Avenue debt via Note San Jose, CA 95002 & Assignment Angela Leung Contract for $575,000 3217 Acalanes Avenue debt via Note Lafayette, CA 94549 & Assignment Greg Somerville Contract for $575,000 3416 Saint Andrews Drive debt via Note Stockton, CA 95219 & Assignment Stella Tan Contract for $570,000 4525 Lincoln Way debt via Note San Francisco, CA 94122 & Assignment Ellen Davenport Contract for $570,000 5555 Thayer Lane debt via Note San Ramon, CA 94582 & Assignment Harold Fuhrmann Contract for $500,000 1953 Village Court debt via Note Ione, CA 95640 & Assignment Lorraine Moller Contract for $500,000 2525 Arapahoe, Suite 500 debt via Note Boulder, Colorado 80302 & Assignment Robert Burns Contract for $400,000 690 Healther Court debt via Note Pacifica, CA 94044 & Assignment John Lazell Contract for $175,000 debt via Note & Assignment Floro Anunciacion Contract for $175,000 debt via Note & Assignment Richard Guriel Contract for $170,000 debt via Note & Assignment Maritza Luz Vega Contract for $150,000 debt via Note & Assignment Leslie Edwards Contract for $150,000 debt via Note & Assignment Gerald Bardel Contract for $150,000 debt via Note & Assignment Steven Vaughn Contract for $150,000 debt via Note & Assignment John Tombarelli Contract for $150,000 debt via Note & Assignment SHEEHAN PIPE LINE: Seeks Sept. 14 Extension of Plan Filing Date --------------------------------------------------------------- Sheehan Pipe Line Construction Company asks the U.S. Bankruptcy Court to extend by 30 days the exclusive periods in which to file and gain acceptance of a Chapter 11 plan or until September 14, 2016 and November 14, 2016, respectively. The Debtor relates that its ability to formulate and submit a plan during this period of time has been rendered difficult under its current circumstances, which includes: (a) dealing non-stop with successful efforts to sell its equipment pursuant to a court-supervised auction and related matters, (b) litigating with Zurich American Insurance Company and Fidelity & Deposit Company of Maryland on critical matters concerning use of cash collateral and the scope, extent, and priority of its security interests and liens in the Debtor’s assets. In addition, the Debtor and Zurich, along with the Official Committee of Unsecured Creditors have been engaged in negotiations and have, among other matters, reached a substantial global settlement on August 4, 2016, which will provide for the proposal and solicitation of a Chapter 11 plan by the Debtor with substantial input and involvement by the Committee, the Debtor says. Attorneys for the Debtor: Gary M. McDonald, Esq. Chad J. Kutmas, Esq. Mary E. Kindelt, Esq. MCDONALD, MCCANN, METCALF & CARWILE, LLP First Place Tower 15 E. Fifth Street, Suite 1400 Tulsa, OK 74103 Tel.: (918) 430-3700 Fax: (918) 430-3770 Email: gmcdonald@mmmsk.com ckutmas@mmmsk.com mkindelt@mmmsk.com About Sheehan Pipe Line Sheehan Pipe Line Construction Company, a contractor that constructs pipelines in various states across the country, filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Okla. Case No. 16-10678) on April 15, 2016, listing total assets of $90.2 million and total debt of $68.4 million. The petition was signed by Robert A. Riess, Sr., as president and CEO. Mary E. Kindelt, Esq., Chad J. Kutmas, Esq., and Gary M. McDonald, Esq., at McDonald, McCann & Metcalf & Carwile, LLP, serves as counsel to the Debtor. Lawyers at Foley & Lardner LLP represent the creditors' committee. The case is pending before Judge Terrence L. Michael. STAGE PRESENCE: Plan Confirmation Hearing Set for Sept. 22 ---------------------------------------------------------- Bankruptcy Judge Michael E. Wiles approved the Second Amended Disclosure Statement, as Modified, for the Chapter 11 plan of Stage Presence Incorporated. The hearing to consider confirmation of the Plan will be held before the Hon. Michael E. Wiles on Sept. 22, 2016 at 10:00 a.m. (prevailing Eastern time), as such date may be continued or adjourned by the Court. Objections, if any, to the Plan are due no later than 4:00 p.m. (prevailing Eastern time) on Sept. 15, 2016. Ballots completed by holders of claims in Class 2 and Class 3 must be actually received by the Voting Agent on or before 4:00 p.m. (prevailing Eastern time) on Sept. 15, 2016. As reported by the Troubled Company Reporter on July 8, 2016, under the Debtor's Second Amended Plan, each holder of Allowed Class 2 General Unsecured Claims shall -- in full satisfaction of their claims -- receive: (1) their pro rata share of the proceeds of the Litigation Fund, if any is generated; (2) their pro rata share of the Television Program Revenue; and (3) their pro rata share of 50% of the Debtor's net income generated by its post confirmation operations, payable in equal quarterly installments for a period of the earlier of three years following the Effective Date or such time when their Allowed claims are paid, in full, from the Litigation Fund and/or the Television Program Revenue. One of the potential means of implementation of the Plan is the recovery by the Debtors in the adversary proceeding captioned, Stage Presence Incorporated v. Geneve International Trust, Ronald L. Batholomew, Trustee, and Stephen Menner (Adversary Proceeding No. 12-01561, which the Debtor commenced on July 16, 2012. The Arbitrator has determined that GIT was liable to the Debtor for breach of contract, the amount of $487,061. A judgment of the same amount was entered by the Bankruptcy Court in July 2015. Another potential means for the implementation of the Plan is the recovery by the Debtor in its adversary proceeding entitled, Stage Presence Incorporated and Allen Newman v. Geneve International Corp., Ronald L. Bartholomew, Stephen Menner, Sara O'Meara, and Yvonne Fedderson (Adv. Proc. No. 15-01415-MEW), which the Debtor commenced on December 10, 2015. This adversary proceeding remains pending. A redlined version of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb12-10525-265.pdf About Stage Presence Stage Presence Incorporated filed a Chapter 11 petition (Bankr. S.D.N.Y., Case No. 12-10525) on February 9, 2012. The petition was signed by Allen Newman, president. The Debtor has tapped Shafferman & Feldman, LLP as its legal counsel. The Debtor estimated assets of $2,309,486 and debts of $1,373,349. On March 27, 2012, the Office of the United States Trustee appointed a Committee of Unsecured Creditors in this case. The members of the Committee are KZ Video Consultants, Inc. and Alan Adelman. On March 4, 2016, the Office of the United States Trustee filed an Amended Appointment of a Committee of Unsecured Creditors in this case, the members of which are KEnigma, Inc. and Alan Adelman. Neither the original Committee nor the Amended Committee has retained counsel. STARCO VENTURES: Ch.11 Trustee Hires Gunster as Special Counsel --------------------------------------------------------------- Maynard "Mike" D. Luetgert, the Chapter 11 Trustee for Starco Ventures, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Ken Mather and the Gunster law firm as his special conflicts cousel, nunc pro tunc to July 19, 2016. The Chapter 11 Trustee seeks to employ Mr. Mather and Gunster to represent the Chapter 11 Trustee as Special Conflicts Counsel with respect to a claim which has been asserted as belonging to the Debtor by Debtor's de facto principal Jacques de Bruijn "as member of the Starco committee and on behalf of Starco's shareholders and stakeholders" involving Unit 305, 18320 Gulf Blvd., Redington Shores, Florida 33708 ("Unit 305") and/or possibly First American Title. The Debtor was not the record title owner of Unit 305 on the Petition Date as Unit 305 had previously been conveyed in 2007 by San Remo 721 Corporation and San Remo 718 Corporation, the then-apparent record title owners of Unit 305 to a third party, Oakbrook Ventures, Inc. The Trustee requires Mr. Mather and Gunster to act as Special Conflicts Counsel to the Trustee for purposes of reviewing and evaluating the Unit 305 Claim asserted by Jacques de Bruijn and advising the Trustee relative to the merits, if any, of the Unit 305 Claim. Gunster's Mr. Mather will be paid at $365 per hour. Kenneth G.M. Mather, counsel to the law firm Gunster, assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Gunster can be reached at: Kenneth G.M. Mather Gunster 401 East Jackson St., Suite 2500 Tampa, FL 33602 Tel: (813)222-6630 Fax: (813)314-6841 E-mail: kmather@gunster.com About Starco Ventures Headquartered in Seminole, Florida, Starco Ventures, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-05326) on April 24, 2013, estimating its assets at between $1 million and $10 million and debts at between $10 million and $50 million. The petition was signed by Antoinette Van Putte, president. Judge K. Rodney May presides over the case.Leon A. Williamson, Jr., Esq., at Leon A. Williamson, Jr., P.A., serves as the Debtor's bankruptcy counsel. STW RESOURCES: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------- STW Resources Holding Corp., a water treatment and service company, on Aug. 9, 2016, disclosed that it has elected to file a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas. "We believe this decision is in the best interests of the creditors and shareholders," said Alan Murphy, president and chief executive officer, STW Resources Holding Corp. "The protections afforded by Chapter 11 provide for an orderly process and additional time that enables us to pursue the strategic and financial alternatives that are in process. The filing minimizes the impact from the recent demand by our current creditors. Through this process, and under the supervision of the bankruptcy court, we expect to be able to formulate a plan which will generate the maximum possible return for all parties involved. STW intends to continue to work with all classes of creditors to manage and operate its business under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The Company is working with investors and creditors to review financial and strategic alternatives with the goal of repayment of all claims and maximization of stockholder value. Potential alternatives to be explored further and evaluated during the review process may include raising additional capital, a strategic collaboration with one or more parties, or the sale or divestiture of some operating companies. We anticipate that a committee of creditors will be formed, again under the supervision of the Bankruptcy Court, to assist in the reorganization process. About STW Resources Holding Corp. STW Resources Holding Corp. (otcqb:STWS) -- http://www.stwresources.com/-- is a quality provider of water reclamation and processing management services, and provides total water solutions and provides its Customers with "out-of-the-box" design solutions to meet customer's water needs. STW Resources Holding Corp. has capabilities to provide complete oversight of various water and wastewater projects with primary focus on engineering, regulatory permitting including Public Water Systems (PWS), Discharge permits, Pilot exception and Pilot Study, equipment design & treatment process design, manufacturing & installation and full scale Commissioning and training for all types of oil & gas, industrial and municipal water and wastewater markets throughout the State of Texas. SUGARMADE INC: Reports $10.23-Mil. Net Loss in 2015 --------------------------------------------------- Sugarmade, Inc., filed its annual report on Form 10-K, reporting a net loss of $10.23 million on $2.91 million of revenues for the fiscal year ended June 30, 2015, compared with a net loss of $755,610 on $70,751 of revenues for the year ended June 30, 2014. The Company's balance sheet at June 30, 2015, showed $1.11 million in total assets, $3.99 million in total liabilities, and stockholders' deficit of $2.88 million. The Company sustained continued operating losses during the years ended June 30, 2015 and 2014. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its shareholders or other sources, as may be required. A complete text of the Form 10-K is available for free at: https://is.gd/Tgg63i City of Industry, Calif.-based Sugarmade, Inc., is a publicly traded company incorporated in the state of Delaware. The Company's previous legal name was Diversified Opportunities, Inc. The Company is principally engaged in the business of selling and distributing environmentally friendly non-tree-based paper products. SUNEDISON INC: 5 Additional Debtors' Chapter 11 Case Summary ------------------------------------------------------------ Five affiliates of SunEdison, Inc. and certain of its subsidiaries commenced cases by filing petitions for relief under the Bankruptcy Code in the Bankruptcy Court, namely: Debtor Case No. ------ -------- Buckthorn Renewables Holdings, LLC 16-12298 13736 Riverport Drive Maryland Heights, MO 63043 Greenmountain Wind Holdings, LLC 16-12299 Rattlesnake Flat Holdings, LLC 16-12300 Somerset Wind Holdings, LLC 16-12301 SunE Waiawa Holdings, LLC 16-12302 Type of Business: 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. Chapter 11 Petition Date: August 9, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtors' Counsel: Jay M. Goffman, Esq. J. Eric Ivester, Esq. Shana A. Elberg, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, New York 10036-6522 Tel: (212) 735-3000 Fax: (212) 735-2000 E-mail: jay.goffman@skadden.com eric.ivester@skadden.com shana.elberg@skadden.com - and - James J. Mazza, Jr., Esq. Louis S. Chiappetta, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, Illinois 60606-1720 Tel: (312) 407-0700 Fax: (312) 407-0411 E-mail: james.mazza@skadden.com louis.chiappetta@skadden.com Debtors' Conflicts Counsel: TOGUT, SEGAL & SEGAL LLP Debtors' Investment Banker and Financial Advisor: ROTHSCHILD INC. Debtors' Restructuring Advisor: MCKINSEY RECOVERY & TRANSFORMATION SERVICES U.S., LLC Debtors' Claims & Noticing Agent: PRIME CLERK LLC Buckthorn's Estimated Assets: $10 million to $50 million Buckthorn's Estimated Debt: $0 to $50,000 The petition was signed by Kevin Christy, vice president. The Debtors did not include a list of their largest unsecured creditors when they filed the petitions. SYNCARDIA SYSTEMS: Wins Approval to Hold Bankruptcy Auction ----------------------------------------------------------- The American Bankruptcy Institute, citing David Wichner of Arizona Daily Star, reported that the assets of Tucson-based artificial heart maker SynCardia Systems will go on the bankruptcy auction block Sept. 14, after the company won court approval of the auction despite the objections of creditors and a case trustee. According to the report, Judge Mary F. Walrath of the U.S. Bankruptcy Court in Delaware signed the order approving the auction, finding that SynCardia "articulated good and sufficient business reasons" to approve the auction. The judge did delay the process, after a committee of unsecured creditors and the U.S. Trustee in the Chapter 11 case complained that the auction timetable was too short, the report related. SynCardia and its proposed buyer had proposed holding an auction Aug. 19 and a hearing to approve the winning bidder on Aug. 22, contending a quick sale was needed to keep SynCardia afloat, the report further related. Judge Walrath ordered the auction to be conducted on Sept. 14 and the hearing to approve the sale to the highest bidder to be held on Sept. 16, the report said. SynCardia has proposed selling its assets to its major secured creditor, an affiliate of Versa Capital Management, for a credit bid of $19 million plus $150,000 cash, subject to higher offers in the bankruptcy auction, the report added. The proposed buyer also is providing short-term debtor financing to help SynCardia survive through the bankruptcy case, the report noted. About SynCardia Systems SynCardia Systems, Inc., a medical technology company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-11599) on July 1, 2016. The petition was signed by Stephen Marotta, chief restructuring officer. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The Debtor filed for bankruptcy protection months after a failed launch of an initial public offering of its common stock which resulted in a liquidity shortfall. SynCardia, a privately-held company with global headquarters and manufacturing in Tucson, Arizona, is focused on developing, manufacturing and commercializing the SynCardia temporary Total Artificial Heart, or TAH-t, an implantable system designed to assume the full function of a failed human heart in patients suffering from advanced heart failure. SynCardia Systems employed Olshan Frome Wolosky LLP and Young Conaway Stargatt & Taylor, LLP as co-counsel. Ankura Consulting Group, LLC provides interim management services, and the firm's Stephen Marotta acts as chief restructuring officer and B. Lee Fletcher as assistant restructuring officer. Canaccord Genuity Inc. serves as investment banker, and Rust Consulting/Omni Bankruptcy serves as claims and administrative agent. The Office of the U.S. Trustee has appointed three creditors of SynCardia Systems, Inc., to serve on the official committee of unsecured creditors. The Committee tapped Shaw Fishman Glantz & Towbin LLC as counsel, Arent Fox LLP as co-counsel, and Gavin/Solmonese LLC as financial advisor. TAG FINANCIAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: TAG Financial Services, Inc. P.O. Box 441207 Kennesaw, GA 30160 Case No.: 16-63803 Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Michael D. Robl, Esq. ROBL LAW GROUP LLC 3754 LaVista Road, Suite 250 Tucker, GA 30084 Tel: 404-373-5153 Fax: 404-537-1761 E-mail: mdrobl@tsrlaw.com michael@roblgroup.com Total Assets: $6.30 million Total Liabilities: $6.67 million The petition was signed by Wayne Daniel, president and COO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/ganb16-63803.pdf TERRY R. CLARK: Court Sets Sept. 15 Plan Confirmation Hearing ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia approved the disclosure statement filed by the Terry R. Clark and Diana C. Clark. All ballots accepting or rejecting the Plan may be filed with the Court directly by the voting creditors and equity security holders, and any objection to confirmation of the Plan shall be filed with the Court on or before September 9, 2016. A hearing for the consideration of confirmation of the Plan and any objections to confirmation of the Plan will be held on September 15, 2016, at 10:00 a.m. Terry R. Clark and Diana C. Clark filed a Chapter 11 petition ( Bankr. M.D. Ga. Case No. 15-70493), on May 4, 2015. TEXAS PELLETS: Seeks Nov. 28 Extension of Plan Filing Date ---------------------------------------------------------- Texas Pellets, Inc., and German Pellets Texas, LLC, ask the U.S. Bankruptcy Court for a 90-day extension of their exclusive plan-filing deadlines to November 28, 2016, and their exclusive socilitation deadline to January 25, 2017. The Debtors asserts that additional time should be granted to allow the Debtors to continue their reorganization efforts and marketing/plan support process. To date, the Debtors are still returning production levels at the Manufacturing Facility to normal following the filing of the Petition and other recent events. The Debtors eventually expect to be in a position to more fully assess their restructuring and sale options, but ask that the Court grant the Debtors a short 90-day extension so that they can complete this evaluation process in a more comprehensive way. The Debtors tell that this extension will enable their creditors to better evaluate the Debtors' reorganization options as production returns to normal and the marketing process moves forward, without the distraction of competing plans. Counsel to Texas Pellets, Inc. and German Pellets Texas, LLC: W. Steven Bryant, Esq. LOCKE LORD LLP 2800 JP Morgan Chase Tower 600 Travis Street Houston, Texas 77002 Telephone: (713) 226-1489 Facsimile: (713) 229-2536 Email: sbryant@lockelord.com -- and -- C. Davin Boldissar, Esq. Bradley C. Knapp, Esq. LOCKE LORD LLP 601 Poydras Street, Suite 2660 New Orleans, Louisiana 70130-6036 Telephone: (504) 558-5100 Facsimile: (504) 681-5211 Email: dboldissar@lockelord.com bknapp@lockelord.com About Texas Pellets Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016. The petition was signed by Anna Katherin Leibold, president and chief executive officer. German Pellets Texas, LLC, also based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April 30, 2016. The petition was signed by Peter H. Leibold, its chief executive officer. The cases have been jointly administered under Texas Pellets' case. Judge Bill Parker presides over the cases. The Office of the U.S. Trustee on May 17 appointed two creditors of Texas Pellets Inc. and German Pellets Texas LLC to serve on the official committee of unsecured creditors. The Office of the U.S. Trustee on June 7 also appointed Lonnie Grissom, Jr., of North American Procurement Company to serve on the official committee of unsecured creditors of Texas Pellets Inc. and German Pellets Texas LLC. TRUMP ENTERTAINMENT: Taj Closing May Sway NJ Casino Expansion Vote ------------------------------------------------------------------ The Wall Street Journal Pro Bankruptcy, citing The Associated Press, reported that the closure of Atlantic City's Trump Taj Mahal casino, planned for Oct. 10, may help bolster the arguments of both sides in a referendum over putting casinos in northern New Jersey. According to the report, the shutdown date, revealed in warning notices that were required by law to be filed with the state Department of Labor, set the closing date for less than a month before New Jersey voters go to the polls to decide whether to authorize two new casinos near New York City. Proponents say the state is already losing business to casinos in nearby states and needs new ones closer to these customers, the report related. Opponents argue that Atlantic City's casinos are already so fragile that three or more may close when faced with new in-state competition, the report further related. Billionaire owner Carl Icahn says he will shut the Trump Taj Mahal down after Labor Day, because it is losing millions of dollars a month, the report said. Atlantic City's main casino workers' union has been on strike against the casino since July 1, the report added. The closure would leave Atlantic City with seven casinos, the report noted. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D. N.J. Lead Case No. 09-13654). The Company tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served as the Company's auditor and accountant and Lazard Freres & Co. LLC was the financial advisor. Garden City Group was the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. * * * The Troubled Company Reporter, on March 19, 2015, reported that Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware confirmed Trump Entertainment Resorts, Inc., et al.'s Third Amended Joint Plan of Reorganization and Disclosure Statement pursuant to Section 1129 of the Bankruptcy Code. The Debtors filed on January 5, 2015, the Plan and accompanying Disclosure Statement to, among other things, provide that holders of General Unsecured Claims will receive Distribution Trust Interests, which will include $1 million in cash and the proceeds, if any, of certain avoidance actions. Under the revised plan, holders of general unsecured claims are estimated to recover 0.47% to 0.43% of their total allowed claim amount. The Amended Plan also includes language reflecting the recently-approved $20 million loan from Carl Icahn. TUSK ENERGY: Asks Court to Extend Schedules Filing Deadline ----------------------------------------------------------- Tusk Energy Services, LLC, et al., filed a motion with the Bankruptcy Court asking the Court to extend the deadline within which they must file a schedule of assets and liabilities, a schedule of current income and expenditures, a schedule of executory contracts and unexpired leases and a statement of financial affairs by 30 days, through and including Sept. 15, 2016. The Debtors said they have a significant number of separate creditors about whom they must develop pertinent information, including names, addresses, claim amounts and applicable security for those claims. Additionally, in order to properly complete the Schedules and SOFAs, the Debtors must prepare, among other items, lists of assets, lists of payments made to creditors, lists of payments made to insiders, and lists of executory contracts and unexpired leases and the counterparties to those contracts and leases. The Debtors maintained that completing the Schedules and SOFAs will require the collection, review and assembly of a considerable amount of information held in a number of locations involving numerous contractors and subcontractors. "The Debtors recognize the importance of assembling this information and intend to complete the Lists and Schedules and SOFAs as quickly as possible under the circumstances. However, given the urgency with which the Debtors have sought chapter 11 relief and other matters that the Debtors' limited staff must address in the early days of these cases, the Debtors will not be in a position to complete the Schedules and SOFAs by August 22, 2016," according to Davin Boldissar, Esq., at Locke Lord LLP, one of the Debtors' attorneys. About Tusk Energy Tusk Energy Services, LLC, Tusk Subsea Services, LLC, Tusk Construction, LLC, and Rene Cross Construction, Inc., commenced cases under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Western District of Louisiana on Aug. 8, 2016 (Bankr. W.D. La. Case Nos. 16-51082 to 16-51085) with the goal of marketing their businesses and assets for sale. The Debtors have essentially two operating businesses: (i) a dredging and jetting services company, operating under the name of Tusk Subsea and operating through assets of Debtor Tusk Subsea Services, LLC; and (ii) an inland marine construction business, operating under the name of Rene Cross Construction and operating through assets of Debtor Rene Cross Construction, Inc. Tusk Energy estimated assets in the range of $1 million to $10 million and debts of up to $10 million. Locke Lord LLP serves as the Debtors' counsel. The cases are assigned to Judge Robert Summerhays. TUSK ENERGY: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Tusk Energy Services, LLC 16-51082 211 Thur-Way Park Rd. Broussard, LA 70518 Tusk Construction, LLC 16-51083 Tusk Subsea Services, LLC 16-51084 Rene Cross Construction, Inc. 16-51085 Type of Business: The Debtors have essentially two operating businesses: (i) a dredging and jetting services company, operating under the name of Tusk Subsea and operating through assets of Debtor Tusk Subsea Services, LLC; and (ii) an inland marine construction business, operating under the name of Rene Cross Construction and operating through assets of Debtor Rene Cross Construction, Inc. Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtors' Counsel: C. Davin Boldissar, Esq. Bradley Clay Knapp, Esq. LOCKE LORD LLP 601 Poydras St., Ste. 2660 New Orleans, LA 70130 Tel: (504) 558-5100 Fax: (504) 558-5200 E-mail: dboldissar@lockelord.com bknapp@lockelord.com Tusk Energy's Estimated Assets: $1 million to $10 million Tusk Energy's Estimated Debt: $1 million to $10 million The petitions were signed by Kenneth Myers, president. Tusk Energy's List of Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 4k Properties, LLC $93,000 PO Box 14238 New Iberia, LA 70562 Adams and Reese LLP $4,987 PO Box 2153 Birmingham, AL 35287 Group Insurance $383 Associates, Inc. 3421 N. Causeway Blvd. Suite 304 Metairie, LA 70002 Phelps Dunbar, LLP $1,767 P.O. Box 974798 Dallas, TX 75397 TUSK ENERGY: Files for Bankruptcy Protection, Looks for Buyer ------------------------------------------------------------- Severely impacted by the decline in the price of crude oil, Tusk Energy Services, LLC, Tusk Subsea Services, LLC, Tusk Construction, LLC, and Rene Cross Construction, Inc., commenced cases under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Western District of Louisiana with the goal of marketing their businesses and assets for sale. Prior to the Petition Date, the Debtors solicited expressions of interest from parties to purchase their business and assets, and two unidentified parties presented the Debtors with letters of intent in July, 2016. According to Kenneth Myers, president of Tusk Energy, the Debtors suffered from the effects of the overall severe slowdown in offshore oil and gas exploration and production activity in Louisiana and in other areas where they conduct businesses. As a result of the liquidity crisis, the Debtors defaulted under a secured credit facility with Origin Bank due to their inability to make required payments of principal and interest. As of the Petition Date, the Debtors are indebted to Origin Bank in the amount of approximately $5,002,572 in principal, plus accrued interest, as disclosed in Court documents. The Debtors said they pursued various options for additional liquidity prior to the Petition Date, unfortunately without success. To minimize disruption to their business operations while in Chapter 11, the Debtors have filed a number of first day motions seeking permission to, among other things, obtain post-petition financing, pay employee wages and benefits and use Origin Bank's cash collateral. The Debtors have essentially two operating businesses: (i) a dredging and jetting services company, operating under the name of Tusk Subsea and operating through assets of Debtor Tusk Subsea Services, LLC; and (ii) an inland marine construction business, operating under the name of Rene Cross Construction and operating through assets of Debtor Rene Cross Construction, Inc. Tusk Energy estimated assets in the range of $1 million to $10 million and debts of up to $10 million. Locke Lord LLP serves as the Debtors' counsel. The cases are assigned to Judge Robert Summerhays. TUSK ENERGY: Origin Bank Agrees to Provide $500,000 DIP Loan ------------------------------------------------------------ Tusk Energy Services, LLC, et al., filed a motion with the Bankruptcy Court seeking approval of a debtor-in-possession loan under a postpetition secured credit facility in the total amount of $500,000 extended by Origin Bank (the Debtors' prepetition secured lender), as well as for the agreed use of cash collateral pursuant to an agreed budget. "Without the DIP Loan and use of Cash Collateral, the Debtors will be unable to pay its necessary payroll and other operating expenses and operate the Debtors' businesses as a going concern in a manner that will avoid irreparable harm to the Debtors' estates," said Davin C. Boldissar, Esq., at Locke Lord LLP, one of the Debtors' attorneys. Origin Bank's lending of the DIP Loan is conditioned upon the grant of postpetition liens that will constitute a first priority lien in all postpetition assets of the Debtors (including without limitation receivables), subject only to the Carve-Out. The Debtors believe that given the current market conditions and under the particular circumstances of these Chapter 11 cases, there are no other sources of funding. The DIP Loan will accrue interest at the same rate as set forth in the pre-petition Secured Credit Facility (rate of Prime plus 1% per annum). Upon the occurrence of an Event of Default, the DIP Loan will accrue interest at a default rate of interest equal to 2% over such rate and such interest will be payable on demand. The DIP Loan has a maturity date of the earliest to occur of the following: (i) the occurrence of an Event of Default; and (ii) Nov. 30, 2016. "It is essential to the Debtors' successful reorganization and the going concern value of their businesses that they have sufficient funds to operate in the ordinary course, and at a level that is on par with their prepetition performance," Mr. Boldissar maintained. About Tusk Energy Tusk Energy Services, LLC, Tusk Subsea Services, LLC, Tusk Construction, LLC, and Rene Cross Construction, Inc., commenced cases under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Western District of Louisiana on Aug. 8, 2016 (Bankr. W.D. La. Case Nos. 16-51082 to 16-51085) with the goal of marketing their businesses and assets for sale. The Debtors have essentially two operating businesses: (i) a dredging and jetting services company, operating under the name of Tusk Subsea and operating through assets of Debtor Tusk Subsea Services, LLC; and (ii) an inland marine construction business, operating under the name of Rene Cross Construction and operating through assets of Debtor Rene Cross Construction, Inc. Tusk Energy estimated assets in the range of $1 million to $10 million and debts of up to $10 million. Locke Lord LLP serves as the Debtors' counsel. The cases are assigned to Judge Robert Summerhays. TUSK ENERGY: Seeks Joint Administration of Chapter 11 Cases ----------------------------------------------------------- Tusk Energy Services, LLC, Tusk Subsea Services, LLC, Tusk Construction, LLC, and Rene Cross Construction, Inc. asked the Bankruptcy Court to enter an order directing joint administration of their Chapter 11 cases for procedural purposes only. The Debtors are "affiliates" as that term is defined in Section 101(2) of the Bankruptcy Code because Tusk Energy Services, LLC is the corporate parent of the other three debtors, owning 100% of the equity interests of each. The Debtors anticipate that numerous notices, applications, motions, hearings, and orders in these cases will affect all four of them. With four debtors before the Court, each with its own case docket, the failure to administer these cases jointly would result in the filing of duplicative pleadings for each issue that arises in these cases, and the service of each of these duplicative pleadings on numerous overlapping service lists. According to the Debtors, joint administration of these cases will eliminate these cumbersome filings and reduce the waste and burden on judicial resources associated with the administration of these Chapter 11 cases. Joint administration will also reduce the burden on the United States Trustee in supervising these Chapter 11 cases. The Debtors request that all pleadings and other documents to be filed in the jointly administered cases will be filed and docketed in the case of Tusk Energy Services, LLC, Case No. 16-51082. About Tusk Energy Tusk Energy Services, LLC, Tusk Subsea Services, LLC, Tusk Construction, LLC, and Rene Cross Construction, Inc., commenced cases under Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the Western District of Louisiana on Aug. 8, 2016 (Bankr. W.D. La. Case Nos. 16-51082 to 16-51085) with the goal of marketing their businesses and assets for sale. The Debtors have essentially two operating businesses: (i) a dredging and jetting services company, operating under the name of Tusk Subsea and operating through assets of Debtor Tusk Subsea Services, LLC; and (ii) an inland marine construction business, operating under the name of Rene Cross Construction and operating through assets of Debtor Rene Cross Construction, Inc. Tusk Energy estimated assets in the range of $1 million to $10 million and debts of up to $10 million. Locke Lord LLP serves as the Debtors' counsel. The cases are assigned to Judge Robert Summerhays. TWO MILE RANCH: US Trustee Fails to Appoint Creditors' Committee ---------------------------------------------------------------- U.S. Trustee Patrick S. Layng informs the U.S. Bankruptcy Court for the District of Colorado that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Two Mile Ranch due to insufficient response to the U.S. Trustee communication/contact for service on the committee. About Two Mile Ranch Two Mile Ranch sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-16615) on July 1, 2016. The petition was signed by Mark A. Pauling, partner and manager. The case is assigned to Judge Elizabeth E. Brown. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Arthur Lindquist-Kleissler, Esq., at Lindquist-Kleissler & Company, LLC, serves as the Debtor's bankruptcy counsel. VALUE PROPERTIES: Court Confirms Ch. 11 Plan -------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, entered an order confirming Value Properties, Inc.'s Fourth Modified Chapter 11 Plan of Reorganization. The Fourth Modified Chapter 11 Plan of Reorganization filed by Value Properties, Inc. on April 21, 2016, having been transmitted to creditors and the Court having determined that the Fourth Amended Disclosure Statement filed on April 21, 2016, contains adequate information The Order is entered retroactive to June 2, 2016. The Debtor is represented by: Ben Schneider, Esq. Schneider & Stone 8424 Skokie Blvd. Suite 200 Skokie, IL 60077 About Value Properties Value Properties, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-00856), on January 12, 2015. The petition was signed by Alan Washer, president. The case is assigned to Hon. Jacqueline P. Cox. The Debtor estimated its assets ranging from $100,000 to $500,000 and liabilities in the range of $1 million to $10 million at the time of the filing. VESTIS RETAIL: Needs Until Dec. 14 to File Ch. 11 Liquidating Plan ------------------------------------------------------------------ VRG Liquidating, LLC, f/k/a Vestis Retail Group, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court to extend the periods within which only the Debtors may file a chapter 11 plan and solicit acceptances thereof through and including December 14, 2016, and February 14, 2017, respectively. The Debtors are currently working with the Official Committee of Unsecured Creditor and Buyer Vestis BSI Funding II, LLC, to bring these bankruptcy cases to an orderly and efficient conclusion through a consensual chapter 11 plan of liquidation providing for the administration of the purchase price received by the Buyer and the Excluded Assets not covered by the Sale. The Debtors submit that the requested extensions of the Exclusive Periods are both appropriate and necessary to facilitate this process. Counsel to the Debtors and Debtors in Possession: Robert S. Brady, Esq. Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com rpoppiti@ycst.com -- and -- Michael L. Tuchin, Esq. Lee R. Bogdanoff, Esq. David M. Guess, Esq. Martin N. Kostov, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel: (310) 407-4031 Fax: (310) 407-9090 Email: mtuchin@ktbslaw.com lbogdanoff@ktbslaw.com dguess@ktbslaw.com mkostov@ktbslaw.com About Vestis Retail Group Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Judge Laurie Selber Silverstein is assigned to the cases. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. An official committee of unsecured creditors has been appointed in the cases. The Committee has tapped Cooley LLP as its lead counsel and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as its bankruptcy consultant and financial advisor. WHITE MARINE: Plan Confirmation Hearing Set for Oct. 6 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey conditionally approves the Disclosure Statement filed by the White Marine, Inc. The Court has fixed Sept. 29, 2016 as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan, and as the last day for filing written acceptances or rejections of the Plan. A hearing shall be held on Oct. 6, 2016 for the final approval of the Disclosure Statement and for confirmation of the Plan. About White Marine White Marine, Inc., sought protection under Chapter 11 of the (Bankr. D.N.J. Case No. 15-23627) on July 21, 2015. The petition was signed by Jennifer Billand, president. The case is assigned to Hon. Michael B. Kaplan. At the time of filing, the Debtor had $996,306 in estimated assets and $1.1 million in estimated liabilities. The Debtor tapped John F. Bracaglia, Jr., Esq. of Mauro, Savo, Camerino, Grant & Schalk, P.A. at Somerville, New Jersey as its counsel. WINDMILL RESERVE: Asks Court to Approve Use of Cash Collateral -------------------------------------------------------------- Windmill Reserve Corp. seeks permission from the Bankruptcy Court to use cash collateral for the principal purpose of facilitating a sale of its real property, and to pay administration of the estate, with the net sale proceeds to be split 60 to 40 for the Pension Benefit Guaranty Corporation and itself. The Debtor is a Florida corporation that owns and developed the "Windmill Reserve" community in Weston, Florida. "Windmill Reserve" consists of 94 single family home sites, 72 of which have been sold and improved. The Debtor holds title to 22 lots in the community (the "Real Property"). The Debtor also owns two lots used for mitigation and located in Miramar, Florida. The Debtor is wholly owned by the Estate of Victor Posner, who passed away on Feb. 11, 2002. On Feb. 12, 2002, the Posner Estate was established through the filing of a probate petition in the Circuit Court in and for Miami-Dade County, Florida (Case No. 02-595-CP-04). On the same day, the Probate Court issued Letters of Administration appointing Brenda Nestor as the personal representative of the Posner Estate. On March 30, 2015, the Probate Court issued an Order to Show Cause directing Brenda to appear and show cause why she should not be removed as the personal representative of the Posner Estate. On April 30, 2015, following notice and a hearing, the Probate Court entered an order removing Brenda as personal representative of the Posner Estate. On June 9, 2015, the Probate Court entered an order appointing Philip Von Kahle as curator for the Posner Estate. On July 27, 2016, Philip Von Kahle was appointed as president of the Debtor. The Debtor commenced this case in order to, inter alia, maximize the value of the Real Property through one or more sales. Broward County Tax Collector, Regions Bank, PBGC, Tracy Posner Ward and Robert Castellano Building and Design, LLC have or may have claim interests in cash collateral. The largest claim of the foregoing entities is held by the PBGC; it has been liquidated at $32,250,000, with a secured component of not less than $18,000,000; provided, however, that under the PBGC Settlement Agreement, the PBGC's maximum recovery from the sale of real property owned by the Probate Estate and the VP Entities is limited to $18 million. If approved by the Court, the Debtor will continue to use any cash on hand and any cash generated from the sale of the Real Property, subject to the split, until such time as the occurrence of an Event of Default, including entry of an order (i) dismissing the Case, (ii) converting the Case to a case under Chapter 7, (iii) directing the appointment of a trustee or an examiner, or (iv) entry of entry of an order disallowing, subordinating or recharacterizing in any way the PBGC Allowed Claim or in any way voiding, avoiding, limiting or otherwise adversely affecting the PBGC Lien or any security interest created by this Order or any payment pursuant thereto or hereto. As adequate protection of PBGC's interests in the Collateral (including, but not limited to, the Cash Collateral) against any diminution in the value of its interests in the Collateral (including, but not limited to, the Cash Collateral), PBGC will receive the following: (i) Until the consummation of a sale of Collateral, the Debtor will maintain all necessary insurance coverage as may currently be in effect and obtain such additional insurance in an amount as is appropriate with respect to the value of the Collateral; and (ii) The Debtor will promptly provide to PBGC such reports and access, as may be reasonably requested by PBGC, to the Collateral, and the Debtor's books and records and personnel. The Debtor will also provide to PBGC any and all reports which it provides to any lender or other third- party (including, without limitation, Regions Bank) in accordance with applicable agreements, at such time and in such form consistent with the requirements of those agreements. "A critical need exists for the Debtor to be permitted to use the Cash Collateral to continue to use commercially reasonable efforts to market and sell the Real Property on commercially reasonable terms and generally conduct its business affairs, including principally a sales of the Real Property, so as to avoid immediate and irreparable harm to its estate and the value of its assets," said Paul Steven Singerman, Esq., at Berger Singerman LLP, one of the Debtor's attorneys. "Absent the use of the Cash Collateral, the Debtor's estate would not have the necessary funds to preserve and maximize the value of its assets through the sale(s) of the Real Property. Without the use of Cash Collateral, the Debtor will have no ability to effectuate the sale(s) of the Real Property which would substantially impair its ability to realize value for the benefit of its creditors." The PBGC Settlement Agreement The Probate Estate consists of Posner's substantial direct and indirect holdings in multiple entities, including the Debtor. Brenda took charge of Posner's interests in all of the entities (collectively, the "VP Entities"). Brenda, as self-appointed officer and director, continued to exercise sole dominion and control over the Debtor and its assets. At the time of Posner's death, certain entities owned by the Probate Estate maintained and administered nine defined benefit pension plans. Five of these pension plans were sponsored by NVF Company. On April 15, 2009, NVF filed a Chapter 7 bankruptcy case in the United States Bankruptcy Court for the District of Delaware, Case No. 09-11293. Thereafter, the Probate Estate consolidated all nine pension plans effective December 31, 2008, and the Probate Estate was named as sponsor, resulting in the APL/NVF Consolidated Pension Plan. On or about April 5, 2013, the Probate Estate provided PBGC a Form 200, Notice of Failure to Make Required Contributions, acknowledging that the Estate had failed to make the first quarterly required contribution to the Pension Plan for the 2011 plan year of $559,348. The Form 200 also indicated that the Probate Estate had failed to make required contributions for the 2010 plan year, which caused the amount of unpaid required contributions to exceed $1 million. PBGC also received a copy of the Pension Plan's Jan. 1, 2012 actuarial valuation report. This report stated that, as of Jan. 1, 2012, accumulated unpaid required contributions for the Pension Plan totaled approximately $8 million, plus accrued interest. On or about July 25, 2013, PBGC filed Notices of Federal Lien with certain filing offices in the amount of $10,128,398, including accrued interest. By doing so, the PBGC perfected the federal statutory lien that arose as a matter of law in favor of the Pension Plan for missed minimum contributions to the Pension Plan against all (i) personal property of the members of the Probate Estate's controlled group then known to PBGC, i.e., the VP Entities identified on the April 5, 2013 Form 200, including the Debtor, and (ii) against all real and personal property of such VP Entities in the jurisdictions upon which the notices were filed. PBGC has the sole authority to enforce the PBGC Lien on behalf of the Pension Plan. Because of the Probate Estate's failure to make additional contributions due by October 15, 2013, January 15, 2014, April 15, 2014 and July 15, 2014, PBGC sent to certain filing offices additional Lien Notices against the Estate and certain of the VP Entities, including Windmill Reserve. On Oct. 27, 2015, Von Kahle, as Curator for the Probate Estate, and PBGC executed a Settlement Agreement Between Debtor and Pension Benefit Guaranty Corporation Regarding Termination of APL/NVF Consolidated Pension Plans and Obligations Owed To PBGC. On May 23, 2016, the Probate Court entered an order following notice and an evidentiary hearing (a) overruling Brenda's objection to the PBGC Settlement Agreement, and (b) approving the PBGC Settlement Agreement. The PBGC Settlement Agreement, inter alia, resulted in the termination of the Pension Plans, compromised and liquidated the PBGC's secured claim against the Probate Estate, and provided a carve-out for the benefit of the Probate Estate from the proceeds of the sale of the Collateral, including the Realty Collateral. As of the Petition Date, the principal balance due to PBGC under the PBGC Settlement Agreement is at least $18,000,000, plus interest, fees, costs and expenses. WINDMILL RESERVE: Taps Berger Singerman as Counsel -------------------------------------------------- Windmill Reserve Corp. filed an application with the Bankruptcy Court seeking approval of its employment of the Law Firm of Berger Singerman LLP as its counsel, nunc pro tunc to the Petition Date. The professional services that BSLLP will render include, but are not limited to, the following: (a) To give advice to the Debtor with respect to its powers and duties as debtor-in-possession and the continued management of its business operations; (b) To advise the Debtor with respect to its responsibilities in complying with the United States Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) To prepare orders, applications, adversary proceedings, and other legal documents necessary in the administration of this Chapter 11 case; (d) To protect the interests of the Debtor in all matters pending before the Court; (e) To represent the Debtor in negotiations with its creditors and in the preparation of a plan; (f) To assist the Debtor in maximizing the value of its assets through the advance of an orderly, competitive sale of its assets; prosecute litigation claims; and to pay the holders of allowed claims in accordance with the priorities established by the Bankruptcy Code. BSLLP will apply for compensation and reimbursement of costs, pursuant to Sections 330 and 331 of the Bankruptcy Code, at its ordinary rates, as they may be adjusted from time to time, for services rendered and costs incurred on behalf of the Debtor. The current hourly rates for the attorneys at Berger Singerman range from $250 to $695. The current hourly rate of Paul Steven Singerman and Jordi Guso, the shareholders who will be principally responsible for Berger Singerman's representation of the Debtor, are $695 and $625, respectively, and the current hourly rates of the associates and of-counsel attorneys who may work on this matter range from $310 to $525 per hour. The current hourly rates for the legal assistants and paralegals at Berger Singerman range from $85 to $235. Berger Singerman typically adjusts its hourly rates annually on January 1st. On April 29, 2016, the Debtor retained Berger Singerman to act its counsel with respect to business-related issues and potential restructuring matters. On Aug. 3, 2016, Berger Singerman received the sum of $40,000 from the Debtor, which sum was deposited into the trust account of Berger Singerman. On Aug. 4, 2016, Berger Singerman applied the sum of $40,000 towards payment in full of all pre-petition fees and expenses. Berger Singerman is not holding a retainer for fees and expenses to be incurred in this case. To the best of the Debtor's knowledge, neither Paul Steven Singerman nor BSLLP has any connection with the creditors or other parties-in-interest or their respective attorneys. Singerman neither holds nor represents any interest adverse to the Debtor and is a "disinterested person" within the scope and meaning of Section 101(14) of the Bankruptcy Code. About Windmill Reserve Windmill Reserve Corp., fka Estates of Swan Lake Corp., is a Florida corporation that owns and developed the "Windmill Reserve" community in Weston, Florida. "Windmill Reserve" consists of 94 single family home sites, 72 of which have been sold and improved. The Debtor holds title to 22 lots in the community. The Debtor also owns two lots used for mitigation and located in Miramar, Florida. The Debtor filed a voluntary Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-20986) on Aug. 8, 2016. The petition was signed by Philip J. Von Kahle as president. The Debtor listed total assets of $15.53 million and total debts of $42.89 million. Berger Singerman LLP serves as the Debtor's counsel. The case is assigned to Judge Raymond B Ray. WINDMILL RESERVE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Windmill Reserve Corp. fka Estates of Swan Lake Corp. c/o Philip J. Von Kahl, President Michael Moecker & Associates, Inc. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, FL 33315 Case No.: 16-20986 Nature of Business: The Debtor is a Florida corporation that owns and developed the "Windmill Reserve" community in Weston, Florida. "Windmill Reserve" consists of 94 single family home sites, 72 of which have been sold and improved. The Debtor holds title to 22 lots in the community. The Debtor also owns two lots used for mitigation and located in Miramar, Florida. Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: Paul Steven Singerman, Esq. Jordi Guso, Esq. BERGER SINGERMAN LLP 1450 Brickell Ave #1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: 305.714.4340 E-mail: singerman@bergersingerman.com jguso@bergersingerman.com Total Assets: $15.5 million Total Debts: $42.9 million The petition was signed by Philip J. Von Kahle, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ZERO BARNEGAT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Zero Barnegat, LLC Zero Middle Sedge Island Toms River, NJ 08753 Case No.: 16-25213 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: August 8, 2016 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Christine M. Gravelle Debtor's Counsel: Brian W. Hofmeister, Esq. LAW FIRM OF BRIAN W. HOFMEISTER, LLC 691 State Highway 33 Trenton, NJ 08619 Tel: (609) 890-1500 Fax: (609) 890-6961 E-mail: bwh@hofmeisterfirm.com Estimated Assets: $500,000 to $1 million Estimated Debts: $1 million to $10 million The petition was signed by Robert Lyon, authorized representative. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. [*] CFPB Expands Foreclosure Protections ---------------------------------------- The Consumer Financial Protection Bureau on Aug. 4, 2016, finalized new measures to ensure that homeowners and struggling borrowers are treated fairly by mortgage servicers. The updated rule requires servicers to provide certain borrowers with foreclosure protections more than once over the life of the loan, clarifies borrower protections when the servicing of a loan is transferred, and provides important loan information to borrowers in bankruptcy. The changes also help ensure that surviving family members and others who inherit or receive property generally have the same protections under the CFPB's mortgage servicing rules as the original borrower. "The Consumer Bureau is committed to ensuring that homeowners and struggling borrowers are treated fairly by mortgage servicers and that no one is wrongly foreclosed upon," said CFPB Director Richard Cordray. "These updates to the rule will give greater protections to mortgage borrowers, particularly surviving family members and other successors in interest, who often are especially vulnerable." Mortgage servicers are responsible for collecting payments from the mortgage borrower and forwarding those payments to the owner of the loan. They typically handle customer service, collections, loan modifications, and foreclosures. To address widespread mortgage servicing problems, the CFPB established common-sense rules for servicers that went into effect on January 10, 2014. The CFPB issued proposed amendments to those rules in November 2014, and the final rule issued adopts many of the proposed provisions. However, the Bureau made a number of changes in the final rule after considering comments received from the public. The rule issued establishes new protections for consumers, including: -- Requiring servicers to provide certain borrowers with foreclosure protections more than once over the life of the loan: Under the CFPB's existing rules, a mortgage servicer must give borrowers certain foreclosure protections, including the right to be evaluated under the CFPB's requirements for options to avoid foreclosure, only once during the life of the loan. The final rule will require that servicers give those protections again for borrowers who have brought their loans current at any time since submitting the prior complete loss mitigation application. This change will be particularly helpful for borrowers who obtain a permanent loan modification and later suffer an unrelated hardship – such as the loss of a job or the death of a family member – that could otherwise cause them to face foreclosure. -- Expanding consumer protections to surviving family members and other homeowners: If a borrower dies, existing CFPB rules require that servicers have policies and procedures in place to promptly identify and communicate with family members, heirs, or other parties, known as "successors in interest," who have a legal interest in the home. The final rule establishes a broad definition of successor in interest that generally includes persons who receive property upon the death of a relative or joint tenant; as a result of a divorce or legal separation; through certain trusts; or from a spouse or parent. The final rule ensures that those confirmed as successors in interest will generally receive the same protections under the CFPB's mortgage servicing rules as the original borrower. -- Providing more information to borrowers in bankruptcy: Under the CFPB's existing mortgage rules, servicers do not have to provide periodic statements or early intervention loss mitigation information to borrowers in bankruptcy. The final rule generally requires, subject to certain exemptions, that servicers provide those borrowers periodic statements with specific information tailored for bankruptcy, as well as a modified written early intervention notice to let those borrowers know about loss mitigation options. Servicers also currently do not have to provide early intervention loss mitigation information to borrowers who have told the servicer to stop contacting them under the Fair Debt Collection Practices Act. The final rule generally requires servicers to provide modified written early intervention notices to let those borrowers also know about loss mitigation options. -- Requiring servicers to notify borrowers when loss mitigation applications are complete: Whether a borrower is entitled to key foreclosure protections depends in part on the date a borrower completes a loss mitigation application. If consumers do not know the status of their application, they cannot know the status of those foreclosure protections. The final rule requires servicers to notify borrowers promptly and in writing that the application is complete, so that borrowers know the status of the application and have more information about their protections. -- Protecting struggling borrowers during servicing transfers: When mortgages are transferred from one servicer to another, borrowers who had applied to the prior servicer for loss mitigation may not know where they stand with the new servicer. The final rule clarifies that generally the new servicer must comply with the loss mitigation requirements within the same timeframes that applied to the transferor servicer, but provides limited extensions to these timeframes under certain circumstances. If a borrower submits an application shortly before transfer, the new servicer must send an acknowledgment notice within 10 business days of the transfer date. If the borrower's application was complete prior to transfer, the new servicer must evaluate it within 30 days of the transfer date. If the new servicer needs more information to evaluate the application, the borrower would retain some foreclosure protections in the meantime. If the borrower submits an appeal, the new servicer has 30 days to make a determination on the appeal. -- Clarifying servicers' obligations to avoid dual-tracking and prevent wrongful foreclosures: The CFPB's existing rules prohibit servicers from taking certain actions in foreclosure once they receive a complete loss mitigation application from a borrower more than 37 days prior to a scheduled sale. However, in some cases, borrowers are not receiving this protection, and servicers' foreclosure counsel may not be taking adequate steps to delay foreclosure proceedings or sales. The CFPB's new rule clarifies that, if a servicer has already made the first foreclosure notice or filing and receives a timely complete application, servicers and their foreclosure counsel must not move for a foreclosure judgment or order of sale, or conduct a foreclosure sale, even if a third party conducts the sale proceedings, unless the borrower's loss mitigation application is properly denied, withdrawn, or the borrower fails to perform on a loss mitigation agreement. The clarifications will aid servicers in complying with, and assist courts in applying, the dual-tracking prohibitions in foreclosure proceedings to prevent wrongful foreclosures. -- Clarifying when a borrower becomes delinquent: Several of the consumer protections under the CFPB's existing rules depend upon how long a consumer has been delinquent on a mortgage. The final rule clarifies that delinquency, for purposes of the servicing rules, begins on the date a borrower's periodic payment becomes due and unpaid. When a borrower misses a periodic payment but later makes it up, if the servicer applies that payment to the oldest outstanding periodic payment, the date the borrower's delinquency began advances. The final rule also allows servicers the discretion, under certain circumstances, to consider a borrower as having made a timely payment even if the borrower's payment falls short of a full periodic payment. The increased clarity will help ensure borrowers are treated uniformly and fairly. The final rule makes additional changes to the CFPB's mortgage servicing rules. These changes include providing flexibility for servicers to comply with certain force-placed insurance and periodic statement disclosure requirements. The changes also clarify several requirements regarding early intervention, loss mitigation, information requests, and prompt crediting of payments, as well as the small servicer exemption. Further, the changes exempt servicers from providing periodic statements under certain circumstances when the servicer has charged off the mortgage. Finally, concurrently with the final rule, the CFPB is issuing an interpretive rule under the Fair Debt Collection Practices Act relating to servicers' compliance with certain mortgage servicing provisions as amended by the final rule. Most of the provisions of the final rule will take effect 12 months after publication in the Federal Register. The provisions relating to successors in interest and the provisions relating to periodic statements for borrowers in bankruptcy will take effect 18 months after publication in the Federal Register. [*] Fitch Affirms 83% of Public Ratings Reviewed After Update ------------------------------------------------------------- After three months of rating activity under Fitch's revised criteria for U.S. state and local governments, the vast majority of actions have been affirmations, while upgrades outnumbered downgrades by almost three to one, according to a Fitch Ratings report. "Fitch saw the majority of ratings -- 83 percent -- affirmed in the first phase of criteria implementation, as we anticipated when the revised criteria were launched," said Laura Porter, Managing Director and head of Fitch's U.S. state and local government ratings team. "Even though the majority of ratings are unchanged, we are very pleased with how the revised criteria are allowing us to communicate our opinions more clearly and highlight the fundamental factors that underpin our rating conclusions while still relying on analytical judgment rather than a formula approach." Ten credits were downgraded in total through July 31. Four downgrades were due to the revised criteria, while the remainder incorporated significant negative credit trends. Twenty-eight credits were upgraded through July 31, with 11 due to the revised criteria's focused consideration of economic factors. Nine credits were upgraded due to underlying fundamentals and eight due to a combination of the two. Separately, three general obligation (GO) credits were upgraded two notches above the Issuer Default Rating due to the revised criteria's position on reflecting enhanced recovery due to state law-granted statutory liens in the GO rating. [*] Fitch: Competitive US Auto Pressures to Bend but Not Break ABS ------------------------------------------------------------------ As auto sales near their peak, U.S. auto ABS appears poised to withstand challenges posed by increased competition and anticipated declines in wholesale vehicle values, according to the latest video in Fitch Ratings' Virtual Investor Series. Fitch expects annual US auto sales to peak at roughly 17.5 million in 2016 before falling back to around 17 million units in 2017 and beyond. "So far we are seeing encouraging signs of industry discipline as some manufacturers are pulling back on the production of poorer selling vehicles and adding capacity to produce hotter selling models," says Stephen Brown, Senior Director, U.S. Corporates. "But that dynamic could change quickly if competitive pressures intensify." Earlier this year, Fitch upgraded Ford to 'BBB' from 'BBB-' and revised up GM's rating outlook to 'BBB-'/Positive from 'BBB-'/Stable, reflecting work done since the last downturn to improve balance sheets and pay down debt. In the longer term, ratings for both companies will be guided more by each company's underlying credit fundamentals and risk profile than by conditions in the global auto market. In US auto loan ABS, competitive pressures are leading lenders to offer loans with longer terms where 72 and 84 month loan terms are becoming the norm. Strong wholesale markets have helped to mitigate this risk. "Our expectation is that competition among lenders, particularly in the subprime space will continue to intensify over the coming year," according to ABS Managing Director John Bella. "With wholesale markets also expected to weaken this will inevitably lead to a decline in ABS performance metrics." With that said, Fitch maintains stable outlooks across the auto ABS sector as we expect that the transactions that we rate have sufficient protection to weather the anticipated downturn. ********* 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 ***