/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161118.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, November 18, 2016, Vol. 20, No. 322 Headlines 36 WEST 38TH: Selling Assets at Auction on Jan. 17 ACCREDITED HOME: REIT Declares Final Liquidating Distribution AEROGROW INTERNATIONAL: Incurs $1.44 Million Net Loss in 3rd Qtr. AETHLON MEDICAL: Incurs $2.25 Million Net Loss in Second Quarter AMERICAN REALTY: Texas Judge Issues Sanctions Over Deposition AMPLIPHI BIOSCIENCES: Files Amended Form S-1 Prospectus with SEC AMPLIPHI BIOSCIENCES: Incurs $3.58-Mil. Net Loss in Third Quarter APOLLO MEDICAL: Unit Inks Stock Purchase Agreement with Bay Area ATINUM MIDCON: Wants Case Converted to Chapter 7 Liquidation B FISCHER INDUSTRIES: Hires Lindquist-Kleissler as Counsel BARLEN PG: Selling Equipment to Pay IRS's Claims BELK INC: Bank Debt Trades at 10% Off BERNARD L. MADOFF: SIPA Trustee Can't Reargue Dismissal of Claims BERNARD SLOANE GLIEBERMAN: Court Orders Ch. 11 Trustee Appointment BIOSTAGE INC: Incurs $3.05 Million Net Loss in Third Quarter BIRMINGHAM COAL: Hallmark Buying 2010 Chevrolet Avalanche for $18K BMC MASONRY: Selling All Assets and Property at Auction BOMBARDIER INC: Moody's Assigns B3 Rating on New Sr. Unsec. Notes CANCER GENETICS: Incurs $3.74 Million Net Loss in Third Quarter CHARLES STREET: Objections to OneUnited's Claim Overruled CHARLIE BROWN'S: U.S. Trustee Unable to Appoint Committee COATES INTERNATIONAL: Incurs $4.43-Mil. Net Loss in Third Quarter COBALT INTERNATIONAL: Inks Separation Agreement with J. Farnsworth DELCATH SYSTEMS: Incurs $1 Million Net Loss in Third Quarter DEXTERA SURGICAL: Incurs $3.95 Million Net Loss in Sept. 30 Quarter DOLLAR MART GROCERY: U.S. Trustee Unable to Appoint Committee DOLPHIN DIGITAL: Inks Purchase Agreement with T Squared DON GREEN: Case Summary & 12 Unsecured Creditors DOOSAN BOBCAT: Moody's Affirms B1 CFR & Revises Outlook to Pos. ENERGY FUTURE: Required to Pay Make-Whole, Third Circuit Rules ENERGY FUTURE: Third Circuit Issues Ruling on Indenture Notes ERIN ENERGY: Delays Filing of Third Quarter Form 10-Q FIVE-R EXCAVATING: Plan Filing Period Extended to Nov. 23 FOUNTAINS OF BOYNTON: Creditor Seeks Appointment of Ch. 11 Trustee GETTY IMAGES: Bank Debt Trades at 15% Off GRACE GEMS GALLERIA: Betancourt-Jones Buying Personalty for $40,000 GRISHAM FARM: Case Summary & 20 Largest Unsecured Creditors HELDRICH CENTER: Moody's Affirms Caa1 Rating on 2 Bonds HIGHLANDS OF MEMPHIS: Can Use Cash Collateral Until Nov. 22 HILTZ WASTE: Can to Use First Ipswich Bank Cash on Interim Basis HIMA-KUNAL LLC: Court Extends Plan Filing Period to Feb. 21 HOOPER HOLMES: Incurs $2.05 Million Net Loss in Third Quarter ILLINOIS POWER: Incurs $66 Million Net Loss in Third Quarter ILSUNG CORP: Completes Rehabilitation, Exits Court Receivership INFORMATICA CORP: Bank Debt Trades at 3% Off INSTITUTE OF CARDIOVASCULAR: Wants Feb. 14 Plan Filing Extension INTERTAIN GROUP: Moody's Affirms B2 CFR, Outlook Remains Stable INTERVENTION ENERGY: Fails to Comply with Stipulation, EIG Says INTERVENTION ENERGY: Nov. 22 Hearing on Bid to Extend Exclusivity INTREPID POTASH: Intrepid Holds 15.3% Stake as of Nov. 8 ITT EDUCATIONAL: Nantahala No Longer Owns Shares as of Oct. 31 J. CREW: Bank Debt Trades at 29% Off JHB #052 LLC: Case Summary & 7 Unsecured Creditors JOAQUIN SILER: Sale of Oil Fields Property for $90,000 Approved KEY ENERGY: Court Allows Cash Collateral Use on Final Basis KID'S FIRST: U.S. Trustee Unable to Appoint Committee KLN STEEL: Court Allows Use of Frost Bank Cash on Interim Basis LD INTERMEDIATE: Moody's Assigns B3 CFR & Rates $30MM Facility B2 LEARNING ENHANCEMENT: JZA Buying Assets for $630,000 LIME ENERGY: Common Stock Delisted from NASDAQ LINDENHURST PARK: Moody's Raises Rating on GO Bonds to Ba3 LPATH INC: Incurs $3.70 Million Net Loss in Third Quarter MARILYN BERNARDI: DOJ Watchdog Directed to Appoint Ch. 11 Trustee MEADOWS AT CYPRESS: U.S. Trustee Unable to Appoint Committee MEDIACOM COMMUNICATIONS: Moody's Affirms Ba3 CFR; Outlook Positive MERCHANTS BANKCARD: Has Until Nov. 29 to Use Cash Collateral METRO-GOLDWYN-MAYER: Moody's Raises CFR to Ba1, Outlook Stable MISONIX INC: Receives Nasdaq Deficiency Letter on Delayed 10-Q MPH ACQUISITION: Moody's Retains B2 CFR on Unsec. Notes Add-On MPH ACQUISITION: S&P Affirms 'B+' CCR After Proposed $460MM Add-On NAS HOLDINGS: Can Use BB&T Cash Collateral Until Nov. 30 NEIMAN MARCUS: Bank Debt Trades at 9% Off NEPHROS INC: Incurs $706K Net Loss in Third Quarter NEW STREAMWOOD: Can Use Olympic Waterfall Cash Until Dec. 9 NORDIC INTERIOR: Has Until Feb. 13 to File Reorganization Plan NOVABAY PHARMACEUTICALS: Incurs $3.73 Million Net Loss in 3rd Qtr. NTHRIVE INC: Moody's Affirms B3 CFR; Outlook Remains Stable ODYSSEY CONTRACTING: Plan Filing Period Extended to Jan. 23 PAWS AND CLAWS: U.S. Trustee Unable to Appoint Committee PEACOCK ENGINEERING: Moody's Puts B2 CFR on Review for Upgrade PENNHILL FARMS: Sale of Equipment Trailer to Todd for $1.5K Okayed PENNHILL FARMS: Sale of Ford F-250 Truck to Bissett for $5K Okayed PENNHILL FARMS: Sale of New Holland TC45 Tractor for $12K Approved PERFORMANCE SPORTS: S&P Affirms Then Withdraws 'D' CCR PETTY FUNERAL: Use of ReadyCap Lending Cash on Interim Basis OK PICO HOLDINGS: Is UCP America's Worst Builder? Bloggers Ask PORTOFINO TOWERS: Jan. 17 Plan Filing Period Extension Approved Q AND Q REALTY: Cash Collateral Use Hearing on Dec. 7 RICHARD LUTZ: Creditor Seeks Appointment of Ch. 11 Trustee S&S SCREW: Has Until Feb. 9 to Use Regions Bank Cash Collateral SERVE & EDUCATE: Wants to Use Rosier Joint Trust Cash Collateral SITEONE LANDSCAPE: Moody's Retains B1 CFR on Loan Repricing SMILES AND GIGGLES: U.S. Trustee Unable to Appoint Committee SPECTACULARX INC: Seeks to Use Compass Bank Cash Collateral STERNSCHNUPPE LLC: Court Allows Use of IRS Cash Collateral STEVEN ANCONA: DOJ Watchdog Names M. O'Toole as Ch. 11 Trustee STONE ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment SUNEDISON INC: In Settlement Talks With Terraform SYNIVERSE TECHNOLOGIES: $700MM Bank Debt Trades at 11% Off SYNIVERSE TECHNOLOGIES: $911MM Bank Debt Trades at 11% Off TCC GENERAL: Allowed to Use Cash Collateral Through Feb. 17 TEREX CORP: Moody's Affirms B1 CFR; Outlook Negative TEREX CORP: S&P Revises Outlook to Neg. & Affirms 'BB' CCR VASSALLO INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors VERMILLION INC: Incurs $3.47 Million Net Loss in Third Quarter VKI VENTURES: Court Extends Plan Filing Period to Jan. 30 WALTER H. BOOTH: Case Summary & 7 Unsecured Creditors WATCO COS: S&P Lowers Rating on Sr. Unsecured Notes to 'B-' WEATHERFORD INT'L: Moody's Rates New $500MM Sr. Unsec. Notes Caa1 ZIP'S WISEGUYS: Wants Court Approval for Cash Collateral Use [*] EisnerAmper Ranks 2nd in Top Crisis Management Firms Category [*] JND Corporate Restructuring Completes Complex Restructurings [^] BOOK REVIEW: Risk, Uncertainty and Profit ********* 36 WEST 38TH: Selling Assets at Auction on Jan. 17 -------------------------------------------------- Judge James L. Garrity of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Nov. 17, 2016, at 10:00 a.m. to consider 36 West 38th Street, LLC's procedures for the auction and sale of the real estate and related rights, privileges and appurtenances owned by the Debtor located at 34-36 West 38th Street, New York, New York ("36 West Asset") at an auction on Jan. 17, 2017. Any response or objections to the Motion will be made at or before the Bid Procedures Hearing. The Court has confirmed the Debtors' First Amended Joint Liquidating Plan Dated Dec. 2, 2015, that contemplates and approves the sale of the 36 West Asset and distribution of the cash proceeds to creditors and then interest-holders in order of priority on or after the Effective Date of the Plan. On Sept. 8, 2015, the Debtor filed a motion seeking approval of Hansji Corp. as a stalking horse bidder and certain sale and bid procedures for a sale of the Debtor's assets. Following the filing of the motion, and prior to hearing thereon, Hansji terminated the proposed stalking horse agreement pursuant to section 9 thereof. On Dec. 8, 2015, the Court entered an order confirming the Plan, which provides, among other things, that if a sale of the 36 West Asset has not been consummated by the date the Confirmation Order is entered, then pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, the Debtor will consummate the sale of the 36 West Asset free and clear of all claims, liens, charges, encumbrances, rights and interests pursuant to a sale agreement and the terms of an Order approving the sale procedures. The Debtor, through its court-approved real estate advisor, RobertDouglas ("RD"), has attempted to enter into a new purchase agreement for the 36 West Asset with a replacement stalking horse buyer in order to facilitate a sale. Following the Petition Date, RD has sought bidders willing to enter into an agreement at a bid price that will insure that, at a minimum, the administrative costs of the Chapter 11 Case and the secured claims of the UBS Lender and other parties are paid in full through the sale. Although several entities have submitted letters of intent and engaged in a markup of the 36 West Sale Agreement at sufficient price levels, no prospective buyer has been willing to make the irrevocable non-contingent commitment and purchase deposit that would be required of a stalking horse bidder. The Debtor believes that setting the date on which an Auction will occur, remarketing the property and providing all bidders with the opportunity to bid in incremental amounts over $19,000,000, will deliver the highest and best price for the 36 West Asset. Pursuant to and subject to the proposed Sale Procedures, if an interested purchaser demonstrates that it has the financial ability to close a transaction and executes the 36 West Sale Agreement, or Modified 36 West Sale Agreement which provides for an irrevocable, non-contingent commitment to purchase the 36 West Asset at a minimum bid price and a nonrefundable deposit, the bidder will be qualified to bid at the Auction. All prospective purchasers shall be required to bid using the form 36 West Sale Agreement. The salient terms of the 36 West Sale Agreement are: a. Purchase Price: The minimum purchase price for the 36 West Asset will at least $19,250,000 with the final price determined at the Auction. b. Assets to be Sold: The Seller is selling the 36 West Asset "as is, where is," without representations and warranties (other than as specifically set forth in the 36 West Sale Agreement) along with all appurtenances; improvements; and to the extent obtained by the Debtor and assignable, all licenses and other agreements related to the 36 West Asset in effect at the time of the Sale closing. The 36 West Asset will be sold free and clear of any claims, liens, charges, encumbrances, rights, and interests with such claims, liens, charges, encumbrances, rights and interests attaching to the proceeds of the sale. c. Costs and Expenses: Except as set forth in the 36 West Sale Agreement, all closing costs will be allocated in accordance with the custom in the county in which the 36 West Asset is located with respect to the purchase and sale of similar types of properties. Except as otherwise specifically set forth or in the 36 West Sale Agreement, generally, each party will be responsible for its own legal and accounting expenses incurred in connection with the sale. Pursuant to the Plan, the Confirmation Order constitutes an Order approving the sale pursuant to the 36 West Sale Agreement or Modified 36 West Sale Agreement, as applicable. The Debtor has hired, and the Court has approved the employment of, RD to market the 36 West Asset. Contemporaneous with the filing of the Motion, the Debtor has filed an application seeking to employ Cushman & Wakefield ("CW") as an additional real estate advisor to assist in the marketing and sale of the 36 West Asset. RD and CW have successfully collaborated on other advisory assignments and will work closely and consult with one another to minimize duplication and costs to the Debtor's estate. As part of the marketing efforts, subject to the Court's approval, the 36 West Asset will be for sale for an additional approximately 60 days after entry of the order approving the Sale Procedures. The Debtor submits that this timeframe is sufficient based on feedback it has received from the Real Estate Advisors regarding the constraints of the holiday season and the current state of the market where the 36 West Asset is situated. Throughout November 2014, RD prepared marketing materials for the marketing and sale efforts of the 36 West Asset and the properties owned by the three affiliated Debtors, 33 Peck Slip Acquisition, LLC, Gemini 37 West 24th Street MT, LLC and 52 West 13th P, LLC ("Properties"). The initial marketing effort for the 36 West Asset and the other Properties was commenced on Dec. 16, 2014. Based on these efforts, RD received 17 qualified offers for the Properties. Seven of the offers were for the 36 West Asset, ranging in value from $18,500,000 to $25,500,000. Given the time that has elapsed from the initial marketing effort, the Real Estate Advisors will commence an entirely new marketing process for the 36 West Asset after Court approval of the Motion. The key provisions of the proposed Sale Procedures, but are qualified in their entirety by reference to the actual Sale Procedures are: a. Bidding Requirements: To the extent no Qualified Bid is received by the Bid Deadline, the UBS Lender has agreed to make a minimum credit bid of $19,000,000 for the 36 West Asset and retains all rights to credit bid as set forth under Bankruptcy Code section 363(k). For any potential bidder who wishes to participate and submit an "Acceptable Bid" with respect to the 36 West Asset, must satisfy a bid for the 36 West Asset in its entirety for a cash price equal to or greater than $19,250,000; a "Modified 36 West Sale Agreement." b. Good Faith Deposit: A cash deposit or cashier's check in the amount of $1,925,000, which Escrow Agent—Kensington Vanguard National Land Services will hold in a segregated account containing only deposits received from Acceptable Bidders and will be subject to the terms set forth in paragraph 10 of the Sale Procedures. c. Bid Deadline: Jan. 10, 2017, at 4:00 p.m. (ET) d. Determination of Qualified Bids and Bidders: Jan. 13, 2017 at 4:00 p.m. (ET). e. Auction: The Auction will take place on Jan. 17, 2017 at 10:00 a.m. (ET) in Courtroom 601 of the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York. f. Successful Bid andd Bidder: The highest or best offer submitted at the Auction from among the Qualified Bidders and the UBS Lender. Qualified Bidder submitting such Successful Bid will become the Successful Bidder. g. Next Highest Bid and Bidder: The UBS Lender or the Qualified Bidder(s) who submitted the Next Highest Bid. h. Auction Closing: The close of the Auction will be formally announced by the Debtor, and no bids made after such announcement will be eligible to be considered a Successful Bid. At the conclusion of the Auction, the Debtor will immediately request that the Court approve the credit bid of the UBS Lender or the 36 West Sale Agreement as modified at the Auction. i. The Debtor will arrange for the actual bidding at the Auction to be transcribed by a court reporter. j. Sale Approval: Upon approval of the Successful Bid following the Auction, the Sale will be deemed approved pursuant to the Plan. k. Closing: The closing to the Successful Bidder shall take place at the offices of counsel to the Debtor Robins Kaplan LLP, 601 Lexington Blvd, New York, New York on Feb. 28, 2017. l. Return of Good Faith Deposit: Good Faith Deposits submitted by Qualified Bidders (other than the Successful Bidder and the Next Highest Bidder, if applicable) that have not been forfeited shall be returned within 2 business days of the Auction or such other time agreed upon by the Qualified Bidder and the Debtor. The Good Faith Deposit of the Successful Bidder will be held until the closing of the Sale and applied in accordance with the 36 West Sale Agreement or the Modified 36 West Sale Agreement, as applicable. Within 2 business days of the closing of the Sale under the 36 West Sale Agreement or the Modified 36 West Sale Agreement, the Good Faith Deposit of the Next Highest Bidder will be returned to such Next Highest Bidder. A copy of the 36 West Sale Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/36_West_38th_49_Sales.pdf To the extent the Debtor does not receive any Qualified Bids for the 36 West Asset, the UBS Lender has agreed to make a minimum credit bid of $19,000,000 for the 36 West Asset. The UBS Lender has also agreed that it will consent to a surcharge of its collateral under Bankruptcy Code section 506(c) and administrative "Carve-Out" to the extent that the sale proceeds are not sufficient to pay all Other Secured Claims and Administrative Claims in full. Specifically, with the consent of the UBS Lender, if the proceeds of the sale are insufficient to pay the UBS Lender, the Other Secured Claims, and Administrative Claims, then amounts, as necessary to pay the Other Secured Claims and Administrative Claims in full, shall either: (a) be deducted from the Purchase Price paid by a Qualified Bidder prior to paying the UBS Lender; or (b) contributed in cash by the UBS Lender in the event the UBS Lender's credit bid is the only or the Successful Bid. Pursuant to the Cash Collateral Order, the Debtor and the UBS Lender agreed upon, and the Court approved, the calculation of and interest and other rates to be applied in determining the amounts owed to the UBS Lender upon any sale of the 36 West Asset. To the extent the 36 West Asset is sold and the UBS Lender is paid in full on the date of the Auction, Jan. 17, 2017, the UBS Lender would be owed a total of $23,146,669 ("Maximum UBS Credit Bid"), which amount may increase based on the timing of the Closing. Any proposed Sale of the 36 West Asset at a price below the Maximum UBS Credit Bid would be subject to the UBS Lender's right to credit bid as set forth in Bankruptcy Code section 363(k). The Debtor is aware of these alleged Other Secured Claims totalling $240,146: (i) ZDG, LLC claims that $125,166 is owing for work performed by ZDG as the Construction Manager and certain sub-contractors and as evidenced by a mechanic's lien filed on Nov. 5, 2015; (ii) Ettinger Engineering Associates claims to be owed $13,750 for work performed and as evidenced by a mechanic's lien filed on Nov. 4, 2015; and (iii) IBK Construction Group, LLC claims to be owed (i) $85,000 for work performed and as evidenced by a mechanic's lien filed on Aug. 7, 2015 and (ii) $16,230 for work performed and as evidenced by a mechanic's lien filed on Dec. 23, 2015. The Debtor, RD, CW and the UBS Lender have agreed to these Carve-Out for Administrative Claim amounts: a. ZDG filed an administrative claim alleging that $12,253 is owed to ZDG as the Construction Manager under that certain Standard Form of Agreement Between Owner and Construction Manager as Contractor dated Nov. 27, 2013 ("ZDG Administrative Claim"); b. Robins Kaplan LLP, as Bankruptcy Counsel to the Debtor, has agreed to cap its fees and expenses and accept, subject to Bankruptcy Court approval, $450,000 for work performed and expenses incurred in the Chapter 11 Case; c. RD, as Real Estate Advisor to the Debtor, has agreed to waive the 1% Advisory Fee that it would receive in connection with the sale in the event that no Qualified Bids are received, and accept, subject to final Court approval to the extent required by the RobertDouglas Retention Order, an Advisory Fee of $25,000 plus the reimbursement of all out-of-pocket expenses, provided that such out-of-pocket expenses will not exceed $20,000; and d. CW, as Real Estate Advisor to the Debtor, has agreed to waive the 1% Advisory Fee that it would receive in connection with the Sale in the event that no Qualified Bids are received, and accept, subject to final Court approval to the extent required by the Court's order approving CW's employment, an Advisory Fee of $25,000 plus the reimbursement of all out-of-pocket expenses, provided that such out-of-pocket expenses will not exceed $20,000. In addition, the Debtor projects that it may owe up to $50,000 in quarterly fees to the United States Trustee ("UST") under Section 1930 of Title 28 of the United States Code, which amounts will be set aside and reserved for payment to the UST within 10 days of the date such amounts are due, with any amounts in excess of the amounts owed to the UST being returned to the UBS Lender. To the extent that all Allowed Claims will not be paid in full from the Purchase Price, the Debtor may separately seek other relief, including a motion to amend or modify the Plan under section 1127 of the Bankruptcy Code and the Plan will be amended to provide for payment of all administrative priority claims as required for confirmation of the Plan pursuant to section 1129(a)(9). After modification and confirmation under Bankruptcy Code sections 1127(b) and 1129, the sale will proceed under the Plan as modified. At or prior to the Auction, the Debtor will evidence by declaration, attesting that all negotiations with any bidder or potential purchaser were without collusion, in good faith, arm's-length and reflect terms that are fair and reasonable. Accordingly, at the hearing following the Auction, the Debtor asks that the Court grant section 363(m) protections as set forth on the record at, or prior to, the Auction. In addition, the Debtor asks that, following the Auction, the Court approve, to the extent applicable, the Successful Bid and Successful Bidder as well as the Next Highest Bid and Next Highest Bidder and grant section 363(m) protections on the terms set forth on the record of the Auction. Counsel for the Debtor: David B. Shemano, Esq. ROBINS KAPLAN LLP 601 Lexington Avenue Suite 3400 New York, NY 10022-4611 Telephone: (212) 980-7400 Facsimile: (212) 980-7499 - and - Scott F. Gautier, Esq. Lorie A. Ball, Esq. ROBINS KAPLAN LLP 2049 Century Park East Suite 3400 Los Angeles, CA 90067-3208 Telephone: (310) 552-0130 Facsimile: (310) 229-5800 36 West 38th Street, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. Case No. 15-12480) on Sept. 3, 2015. ACCREDITED HOME: REIT Declares Final Liquidating Distribution ------------------------------------------------------------- Pursuant to the Plan of Liquidation approved by shareholders on Jan. 17, 2013, the Board of Trustees of Accredited Mortgage Loan REIT Trust ("Accredited REIT") has declared an additional liquidating distribution to the holders of its 9.75% Series A Perpetual Cumulative Preferred Shares in the aggregate amount of $286,557, representing $0.07 per preferred share outstanding. This additional liquidating distribution will be paid on December 22, 2016, to holders of record of its preferred shares as of the close of business on November 28, 2016. Upon completion of this additional liquidating distribution, Accredited REIT will have distributed an aggregate of $78,926,112, or $19.27 per share, to its preferred shareholders since confirmation of the Fifth Amended Chapter 11 Plan of Liquidation ("Fifth Amended Plan") approved on May 24, 2011, by the U.S. Bankruptcy Court for the District of Delaware in the matter styled In Re: Accredited Home Lenders Holding Co., et al., Case No. 09-11516. Accredited REIT's previous distribution on October 28, 2016, was then expected to be the final liquidating distribution to its preferred shareholders. The current additional distribution is the result of actual expenses subsequently incurred being less than estimated. No further distributions are anticipated. Accredited REIT intends to file a notice of termination with the Maryland State Department of Assessment and Taxation promptly following this additional distribution. Accredited Mortgage Loan REIT Trust, a subsidiary of Accredited Home Lenders Holding Co., is a Maryland real estate investment trust that was formed in May 2004 for the purpose of acquiring, holding and managing real estate assets. About Accredited Home San Diego, California-based Accredited Home Lenders Holding Co. -- http://www.accredhome.com/-- was a mortgage banker servicing U.S. markets for conforming and non-prime residential mortgage loans operating throughout the U.S. and in Canada. Accredited sold its mortgage-servicing business in July 2009 as part of its bankruptcy. Accredited Home Lenders and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 09-11516) on May 1, 2009. Gregory G. Hesse, Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at Hunton & William LLP, serve as the Debtors' bankruptcy counsel. Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware counsel. Kurtzman Carson Consultants is the Debtors' claims agent. Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N. Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the official committee of unsecured creditors as co-counsel. Neil R. Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott Greenleaf, represent the Committee as Delaware and conflicts counsel. Accredited Home Lenders estimated its assets at $10 million to $50 million and its debts at $100 million to $500 million in its Chapter 11 petition. AEROGROW INTERNATIONAL: Incurs $1.44 Million Net Loss in 3rd Qtr. ----------------------------------------------------------------- Aerogrow International, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $1.44 million on $2.24 million of net revenue for the three months ended Sept. 30, 2016, compared to net income attributable to common shareholders of $11,000 on $1.09 million of net revenue for the three months ended sept. 30, 2015. For the six months ended Sept. 30, 2016, the Company reported a net loss attributable to common shareholders of $3.02 million on $4.39 million of net revenue compared to a net loss attributable to common shareholders of $989,000 on $2.66 million of net revenue for the six months ended Sept. 30, 2015. As of Sept. 30, 2016, Aerogrow had $9.38 million in total assets, $8.04 million in total liabilities and $1.34 million in total stockholders' equity. "We've made substantial progress during the first half of our fiscal year 2017 -- and this progress accelerated during the second quarter," said President and CEO J. Michael Wolfe. "Net sales for the Company were up 106% for the quarter and now stand at +65% for the year. Our sales growth has been driven by strong gains in both our retail and direct response businesses -- up 162% and 42% respectively in the quarter. Our retail business experienced solid growth with Amazon, our largest account as well as good traction at new partners such as Sur La Table, Williams-Sonoma, Ace Hardware and others. All of this led to cutting our quarterly EBITDA loss by over half from last year -- which represents a very solid start for our fiscal year, especially as we enter our traditionally strong selling season. "Beyond the quarter's financial results, we've also made excellent progress in our product development efforts. In just the past week we've introduced the world's first Wi-Fi enabled indoor garden along with a series of gardens that perform better than ever and feature colorful, high-end finishes. I think you'll see that our new products are as innovative as they are beautiful. "We now turn our attention to the critical fall and holiday selling season with high visibility promotions at Amazon, QVC and other direct retailers and chain-wide roll-outs at Bed Bath & Beyond and Sur La Table. We are in better shape than we've ever been with respect to our supply chain and we're poised to significantly increase our media spend vs. last year as we build consumer awareness of the AeroGarden brand. We believe that the cumulative result of these efforts have put us in a position to continue our strong momentum throughout fiscal 2017 and beyond." A full-text copy of the Form 10-Q is available for free at: https://is.gd/30bXnT About AeroGrow Boulder, Colo.-based AeroGrow International, Inc., is a developer, marketer, direct-seller, and wholesaler of advanced indoor garden systems designed for consumer use and priced to appeal to the gardening, cooking, and healthy eating, and home and office decor markets. Aerogrow reported a net loss attributable to common shareholders of $1.22 million on $19.61 million of net revenue for the year ended March 31, 2016, compared to a net loss attributable to common shareholders of $1.54 million on $17.9 million of net revenue for the year ended March 31, 2015. AETHLON MEDICAL: Incurs $2.25 Million Net Loss in Second Quarter ---------------------------------------------------------------- Aethlon Medical, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $2.25 million on $387,438 of revenues for the three months ended Sept. 30, 2016, compared to a net loss attributable to common stockholders of $1.22 million on $188,366 of revenues for the three months ended Sept. 30, 2015. For the six months ended Sept. 30, 2016, the Company reported a net loss attributable to common stockholders of $4.38 million on $392,073 of revenues compared to a net loss attributable to common stockholders of $2.40 million on $380,874 of revenues for the same period during the prior year. As of Sept. 30, 2016, the Company had $950,835 in total assets, $1.08 million in total liabilities and a total deficit of $133,386. A full-text copy of the Form 10-Q is available for free at: https://is.gd/FrELbG About Aethlon Aethlon Medical, a medical device company, focuses on creating devices for the treatment of cancer, infectious diseases, and other life-threatening conditions. It develops Aethlon Hemopurifier, a medical device that targets the elimination of circulating viruses and tumor-secreted exosomes that promote cancer progression. The company's Aethlon Hemopurifier is intended for the treatment of antiviral drug-resistance in hepatitis-C virus and human immunodeficiency virus infected individuals; serves as a countermeasure against viral pathogens not addressed by drug or vaccine therapies; and represents the therapeutic strategy to address cancer promoting exosomes. It also develops exosome-based products to diagnose and monitor cancer, infectious diseases, and neurological disorders; and is developing a medical device to reduce the incidence of sepsis in combat-injured soldiers. The company was founded in 1991 and is based in San Diego, California. Aethlon reported a net loss attributable to common stockholders of $4.87 million for the year ended March 31, 2016, compared to a net loss attributable to common stockholders of $6.79 million for the year ended March 31, 2015. Squar Milner LLP (formerly Squar, Milner, Peterson, Miranda & Williamson, LLP), in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that during 2015 the Company incurred a net loss and generated negative cash flows from operating activity and as of March 31, 2016 had an accumulated deficit of approximately $86,502,000. These factors raise substantial doubt about the Company's ability to continue as a going concern. AMERICAN REALTY: Texas Judge Issues Sanctions Over Deposition ------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reported that a Texas federal judge issued tailored sanctions against American Realty Investors Inc. in a $63 million real estate suit over a deposition for which the company's vice president was not adequately prepared and company counsel allegedly objected hundreds of times, ordering that another deposition be held. Sanctions were sought by plaintiffs David M. Clapper and Michigan-based Atlantic Midwest LLC, who have accused ARI of diverting money through bankruptcy to avoid paying a $63 million judgment over a soured apartment complex deal. According to a 2014 report by Jeremy Heallen, writing for Bankruptcy Law360, Clapper said ARI pursued bogus bankruptcy filings in Nevada, Georgia and Texas while transferring holdings to various subsidiaries and trusts to prevent Clapper from collecting on the award, which a federal judge handed down after a jury concluded ARI backed out of a deal to buy eight apartment complexes. About American Realty Trust Dallas, Texas-based American Realty Trust, Inc., is a subsidiary of the real estate giant American Realty Investors Inc. Coping with a $73 million legal judgment from an apartment purchase that collapsed more than a decade ago, American Realty Trust, Inc., filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883) in Las Vegas on Jan. 26, 2012. The case was later dismissed on Aug. 1, 2012, by Judge Mike K. Nakagawa. Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic Midwest, LLC, sought the dismissal, citing, among other things, the Debtor has been stripped of assets prepetition and its ownership structure changed 10 days before the bankruptcy filing in an admitted effort to avoid disclosures to the Securities and Exchange Commission. American Realty Trust then filed for Chapter 11 protection (Bankr. N.D. Ga. Case No. 12-71453) on Aug. 29, 2012. Bankruptcy Judge Barbara Ellis-Monro presided over the case. Bryan E. Bates, Esq., and Gary W. Marsh, Esq. at McKenna Long & Aldridge, LLP represented the Debtor in its restructuring effort. The petition was signed by Steven A. Shelley, vice president. The Debtor has scheduled assets totaling $79,954,551, comprised of: (i) real property valued at $87,884; (ii) equity interests in affiliated entities of an unknown value; and (iii) litigation claims valued at $79,866,667. The Debtor has scheduled liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73 in unsecured priority tax claims; and (ii) unsecured non-priority claims of $85,336,886.61 (of which at least $77,164,701.14 are contested litigation claims against the Debtor). The bankruptcy case was later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case No. 13-30891) effective Feb. 22, 2013. Lenders Atlantic XIII, L.L.C., Atlantic Midwest, L.L.C., David M. Clapper, Atlantic Limited Partnership XII, and Regional Properties Limited Partnership sought the transfer of the case because a lawsuit with the Debtor was pending in Dallas. Months later, the Dallas Court authorized American Realty Trust to employ Gerrit M. Pronske and Pronske & Patel, P.C. as counsel. The Court approved the withdrawal of McKenna Long & Aldridge LLP and substitution of counsel. The Debtor engaged Pronske & Patel after the case was transferred to the Northern District of Texas. AMPLIPHI BIOSCIENCES: Files Amended Form S-1 Prospectus with SEC ---------------------------------------------------------------- AmpliPhi Biosciences Corporation filed with the Securities and Exchange Commission an amendment no. 3 to its Form S-1 registration statement relating to the offering of 5,300,000 shares of its common stock and warrants to purchase an aggregate of 5,300,000 shares of its common stock (and the shares of common stock that are issuable from time to time upon exercise of the warrants). Each share of common stock is being sold together with a warrant to purchase one share of the Company's common stock, at an exercise price of $___ per share. The warrants will be exercisable immediately and will expire five years from the date of issuance. The shares of common stock and warrants can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance. The Company's common stock is listed on the NYSE MKT under the symbol "APHB." On Nov. 8, 2016, the last reported sale price of the Company's common stock on the NYSE MKT was $1.00 per share. There is no established public trading market for the warrants, and the Company does not expect a market to develop. In addition, the Company does not intend to apply for a listing of the warrants on any national securities exchange. A full-text copy of the Form S-1/A is available for free at: https://is.gd/BSkHcM About AmpliPhi AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy approximately 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases approximately 700 square feet of lab space in Richmond, Virginia, approximately 5,000 square feet of lab space in Brookvale, Australia, and approximately 6,000 square feet of lab and office space in Ljubljana, Slovenia. Ampliphi Biosciences reported a net loss attributable to common stockholders of $10.8 million on $475,000 of revenue for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $21.8 million on $409,000 of revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $26.03 million in total assets, $7.80 million in total liabilities and $18.22 million in total stockholders' equity. Ernst & Young LLP, in Richmond, Virginia, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AMPLIPHI BIOSCIENCES: Incurs $3.58-Mil. Net Loss in Third Quarter ----------------------------------------------------------------- Ampliphi Biosciences Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.58 million on $29,000 of revenue for the three months ended Sept. 30, 2016, compared to a net loss attributable to common stockholders of $1.72 million on $143,000 of revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss attributable to common stockholders of $14.77 million on $238,000 of revenue compared to a net loss attributable to common stockholders of $7.61 million on $347,000 of revenue for the same period a year ago. As of Sept. 30, 2016, the Company had $26.03 million in total assets, $7.80 million in total liabilities and $18.22 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/CXeI9G About AmpliPhi AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy approximately 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases approximately 700 square feet of lab space in Richmond, Virginia, approximately 5,000 square feet of lab space in Brookvale, Australia, and approximately 6,000 square feet of lab and office space in Ljubljana, Slovenia. APOLLO MEDICAL: Unit Inks Stock Purchase Agreement with Bay Area ---------------------------------------------------------------- BAHA Acquisition, a Medical Corporation, a California professional corporation ("Acquisition"), an affiliate of Apollo Medical Holdings, Inc., entered into a Stock Purchase Agreement with Bay Area Hospitalist Associates, a Medical Corporation, a California professional corporation and Scott Enderby, D.O., pursuant to which Enderby sold to Acquisition, and Acquisition purchased from Enderby, 100% of the issued and outstanding stock of BAHA, of which Enderby was the sole holder beneficially and of record. Warren Hosseinion, M.D., the Company's chief executive officer, is the sole stockholder of Acquisition, as nominee for the Company's wholly-owned subsidiary, Apollo Medical Management, Inc. As provided for in the Stock Purchase Agreement, the purchase price for the BAHA Stock consists of (i) a payment of $25,000 at the closing of the Transaction, which also took place on Nov. 4, 2016; (ii) a contingent payment in the aggregate amount of $100,000 to be paid over a period of 18 months following the Closing; and (iii) a warrant to purchase 24,000 shares of the Company's common stock issued to Enderby. The Company and Enderby have informally agreed to defer the Initial Payment from the Closing until after the delivery of the closing statement calculating Actual Net Working Capital, as described in the following paragraph. No later than 30 days following the Closing Date, Acquisition will prepare and deliver to Enderby a written statement of the net working capital of BAHA as of the Closing Date. If the Actual Net Working Capital (as defined in the Stock Purchase Agreement) as of the Closing Date is less than $300,000, then Enderby shall, within five business days of the date of final determination of the Actual Net Working Capital as of the Closing Date, pay to Acquisition the amount equal to the absolute value of the difference between the Target Amount and the Actual Net Working Capital as of the Closing Date, together with interest on the amount of such difference calculated at the rate of four percent per annum from the Closing Date to the date of payment. Enderby will have a period of up to 30 days from the receipt of the closing statement to review and accept or dispute Acquisition's closing statement. There is a dispute resolution mechanism in the event that Enderby disagrees with the closing statement. The Contingent Payment of up to an aggregate $100,000 will be made to Enderby in connection with personal services to be performed by him pursuant to an employment agreement entered into in connection with the Closing of the Transaction as follows: (i) $25,000 on the six-month anniversary of the Closing, an additional $50,000 on the first-year anniversary of the Closing and a final $25,000 on the 18-month anniversary of the Closing, if as of each such date, BAHA's revenue is greater than $6,000,000. The Stock Purchase Agreement also contains other provisions typical of a transaction of this nature, including without limitation, representation and warranties, post-closing covenants, confidentiality, mutual indemnification by the parties, governing law, arbitration of disputes and venue for arbitration. As further inducement for Acquisition to enter into the Stock Purchase Agreement, BAHA and Enderby entered into a non-competition agreement dated as of Nov. 4, 2016, pursuant to which Enderby has agreed, without the written permission of BAHA, within a radius of 50 miles from BAHA's offices in San Francisco and for a period of three years from the Closing Date, not to compete with BAHA; hire or induce another person to hire any BAHA employee or independent contractor; or solicit any business, customers, clients or contractors of BAHA. Enderby has further agreed keep BAHA's proprietary information confidential. As part of the Transaction, BAHA and Enderby entered into the Enderby Employment Agreement, pursuant to which Enderby has been hired to serve as chief executive officer of BAHA. Enderby will serve in that capacity for an initial term of two years, automatically extended for additional one-year terms, unless not less than 60 days prior to each such renewal date, either party shall have given written notice to the other that the Enderby Employment Agreement will not be renewed. Enderby will be paid a base salary of $400,000 per year and will be entitled to participate in any incentive compensation plans and/or equity compensation plans as are now available or may become available to other similarly positioned employees. The Enderby Employment Agreement will be terminated upon Enderby's death and may be terminated on Enderby's Disability (as that term is defined in the Enderby Employment Agreement), by BAHA with or without Cause (as that term is defined in the Enderby Employment Agreement) or by Enderby with or without Good Reason (as that term is defined in the Enderby Employment Agreement). If Enderby's employment is terminated for any reason during the term of the Enderby Employment Agreement, or if the Enderby Employment Agreement is not renewed, Enderby shall be entitled to be paid any earned but unpaid base salary through the date of termination, unpaid expense reimbursements and accrued but unused paid time off. Additionally, in the event of termination by BAHA without Cause or termination by Enderby for Good Reason, and if, but only if, Enderby signs a general release of claims in a form and manner satisfactory to BAHA, Enderby shall also be entitled to receive a severance payment in an amount equal to (i) four weeks of his most recent base salary for every full year of his active employment, but such amount will be no less than one month's worth nor more than six months' worth of his most recent base salary; plus (ii) the premium amounts paid for coverage under BAHA's group medical, dental and vision programs for a period of twelve months, to be paid directly to Enderby at the same times such payments would be paid on behalf of a current employee for such coverage, provided that Enderby timely elects continued coverage under such plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended. The Enderby Employment Agreement contains additional provisions typical of an agreement of this type, including paid time off; reimbursement of expenses against properly maintained records; general availability of employee benefits; tax withholding; maintenance of confidential information; non-solicitation; anti-moonlighting; governing law and venue for litigation of disputes. On Nov. 4, 2016, the Company issued the Warrant to Enderby to purchase up to 24,000 shares of the Company's common stock, at an exercise price of $4.50 per share, which was the closing price of the Company's common stock on the trading day immediately preceding the Closing Date. The Warrant may be exercised in equal monthly installments of 1,000 shares over a 24-month period commencing on Dec. 4, 2016, and terminating on Nov. 4, 2018. The Warrant contains additional provisions typical of an agreement of this type, including exercise procedures; a "cashless exercise" feature; adjustment of the warrant exercise price and/or the number of shares for which the Warrant may be exercised in the event of certain events, such as stock dividends, stock splits, recapitalizations and similar transactions; governing law and venue for litigation of disputes. BAHA previously has had its financial results consolidated with those of the Company as a variable interest entity. As part of the Transaction, the Company acquired non-controlling interest of BAHA. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss attributable to the Company of $9.34 million on $44.0 million of net revenues for the year ended March 31, 2016, compared to a net loss attributable to the Company of $1.80 million on $33.0 million of net revenues for the year ended March 31, 2015. As of June 30, 2016, Apollo Medical had $17.31 million in total assets, $9.73 million in total liabilities, $7.07 million in mezzanine equity and $503,849 in total stockholders' equity. ATINUM MIDCON: Wants Case Converted to Chapter 7 Liquidation ------------------------------------------------------------ Martin O'Sullivan, writing for Bankruptcy Law360, reported that Atinum MidCon I LLC has sought to convert its Chapter 11 bankruptcy case into a Chapter 7 proceeding, saying that although it is close to selling its assets, it has no plans to continue post-bankruptcy. Sandridge Energy, Inc., and Wells Fargo Bank NA are the lone qualified bidders for Atinum's assets. According to the report, Atinum said the parties are close to reaching a purchase agreement after initially butting heads, but regardless, Atinum doesn't plan on moving forward after bankruptcy. Atinum filed for Chapter 11 after defaulting on $365 million in secured bank debt. It listed between $16 million and $18 million in debts owed to SandRidge. Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that Wells Fargo offered to forgive $75 million in debt owed by Atinum. SandRidge's bid is valued about $67 million, made up of $47 million in cash and about $19 million in forgiven debt, the WSJ report added. About Atinum MidCon I Headquartered in Houston, Texas, Atinum MidCon I, LLC, owns non-operated working interests in oil and gas wells and properties located in Kansas and Oklahoma. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-33645) on July 22, 2016, estimating its assets between $100 million and $500 million and its debts at between $100 million and $500 million. The petition was signed by Robert E. Ogle, chief restructuring officer. Judge Marvin Isgur presides over the case. Timothy Alvin Davidson, II, Esq., at Andrews Kurth LLP serves as the Debtor's counsel. Claro Group LLC is the Debtor's financial advisor. PLS. INC. is the Debtor's sales agent. BDO USA, LLP serves as tax service provider. Judy A. Robbins, the U.S. Trustee for the Southern District of Texas, informs the Bankruptcy Court that he is unable to appoint members to the Official Committee of Unsecured Creditors in the Chapter 11 case of Atinum MidCon I, LLC. The U.S. Trustee has not solicited committee of unsecured creditors as there are not three eligible unsecured creditors. About SandRidge Energy, Inc. SandRidge Energy, Inc. -- 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. The Official Committee is represented by Charles R. Gibbs, Esq., Daniel H. Golden, Esq., Abid Qureshi, Esq., and Brad M. Kahn, Esq., at Akin Gump Strauss Hauer & Feld LLP. An Ad Hoc Committee of Shareholders is represented by Susan C. Mathews, Esq., Lori Ann Hood, Esq., and Sunil "Neil" Gupta, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz. Counsel to the First Lien Credit Agreement Agent are Andrew V. Tenzer, Esq., Leslie A. Plaskon, Esq., and Michael Comerford, Esq., at Paul Hastings LLP. Counsel to the Ad Hoc Group of Consenting Unsecured Creditors are Joseph H. Smolinsky, Esq., and Daniel N. Griffiths, Esq., at Weil Gotshal & Manges LLP. Counsel to the Ad Hoc Group of Consenting Second Lien Creditors are Damian S. Schaible, Esq., and Eli V. Vonnegut, Esq., at Davis Polk & Wardwell, LLP. * * * SandRidge Energy on Oct. 4, 2016, disclosed that it has emerged from Chapter 11, having satisfied all the necessary provisions of its Plan of Reorganization. SandRidge also received approval to relist on the New York Stock Exchange in conjunction with its emergence and resumed trading of newly issued common stock on October 4, 2016, under the ticker symbol "SD". The Bankruptcy Court on Sept. 9, 2016, entered an order confirming the Joint Chapter 11 Plan of Reorganization, which will eliminate $3.7 billion in pre-petition funded indebtedness. Under a restructuring deal, SandRidge creditors holding around $3.7 billion in second-lien and other unsecured debt will have that debt converted into equity interest in the restructured company. B FISCHER INDUSTRIES: Hires Lindquist-Kleissler as Counsel ---------------------------------------------------------- B. Fischer Industries, LLC dba Gas West seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Lindquist-Kleissler & Company, LLC as counsel, nunc pro tunc to November 4, 2016. The Debtor requires Lindquist-Kleissler to represent it in matters of administration, and bankruptcy counsel generally, including preparation of the statements and schedules, the Plan of Reorganization and Disclosure Statement, and related matters. Lindquist-Kleissler will be paid at these hourly rates: Arthur Lindquist-Kleissler $425 Paralegal $150 Legal Assistant $120 Lindquist-Kleissler will also be reimbursed for reasonable out-of-pocket expenses incurred. Lindquist-Kleissler received a $10,000 retainer for the Debtor. The firm also received pre-payment of the Chapter 11 Filing Fee in the amount of $1,717. Arthur Lindquist-Kleissler, manager of the firm, 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 estate. Lindquist-Kleissler can be reached at: Arthur Lindquist-Kleissler, Esq. LINDQUIST-KLEISSLER & COMPANY, LLC 950 S. Cherry Street, Suite 418 Denver, CO 80246 Tel: (303) 691-9774 E-mail: arthuralklaw@gmail.com BARLEN PG: Selling Equipment to Pay IRS's Claims ------------------------------------------------ Barlen P.G., Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of equipment and property free and clear of all liens to pay the prepetition claims held by the IRS against the Debtor. A copy of the list of equipment to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Barlen_PG_142_Sales.pdf The Court confirmed Debtors' First Amended Chapter 11 Plan and Disclosure Statement on July 12, 2013. On Jan. 16, 2014, the Court administratively closed Debtor's Chapter 11 case. Pursuant to the Order Confirming Plan, Debtor had priority and wholly unsecured tax claims owing to the United States-Internal Revenue Service. Notwithstanding the fact that the IRS' tax liens were subordinate to other secured claims, Debtor consented to allow the IRS to retain its liens on Debtor's property until said claim(s) was paid in full. The IRS' total filed claims against all three jointly administered Debtors, including Debtor Barlen P.G., was approximately $344,300, against which the Debtor has timely paid $226,038 (3 annual payments of $75,346). The Debtor is current with all payments to the IRS, the next being due no later than Jan. 31, 2017. The Debtor now has received an offer to purchase a significant number of its equipment and property. However, the Purchaser requires that either the tax liens first be released or the Debtor obtains an order from the Court allowing for the sale free and clear of said liens. The Debtor, through counsel, has twice attempted to contact the IRS, through the United States Attorneys Office, to obtain consent to release the IRS liens pending the sale of the property, however, such consent could not be obtained. The Debtor asks the Court to approve the said sale of property. Upon sale said items, all net proceeds, up and to the amount(s) owed to the IRS for its filed and allowed claims will be turned over to the IRS; concurrently the IRS would issue either a satisfaction and/or release of all Federal Tax Liens filed against these jointly administered Debtors, Barlen PG, Inc., Barlen Contracting, Inc., and Barlen Sanitation Solutions, Inc. The Debtor asserts that the proposed sale is appropriate and proper, and further more the Debtor has demonstrated cause to sell said property, pursuant to 11 U.S.C. Sections 363(f)(1) and (3), as the Debtor reasonably believes the proposed sale proceeds will be equal to or greater than the current balances still owing to the IRS. Counsel for the Debtor: William R. Orlow, Esq. Corey M. Carpenter, Esq. B.O.C. LAW GROUP, P.C. 24100 Woodward Avenue Pleasant Ridge, MI 48069 Telephone: (248) 584-2100 E-mail: coreycarpenter@boclaw.com About Barlen P.G. Barlen P.G., Inc. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-66590) on Dec. 7, 2012. Judge Thomas J. Tucker is assigned to the case. The Debtor estimated assets in the range of $0 to $50,000 and $1,000,001 to $10,000,000 in debt. The Debtor tapped William R. Orlow, Esq. at B.O.C. Law Group, P.C. as counsel. The petition was signed by Joe C. Ballenger Jr./Joe C. Ballinger Sr., president/CEO. BELK INC: Bank Debt Trades at 10% Off ------------------------------------- Participations in a syndicated loan under BELK, Inc. is a borrower traded in the secondary market at 89.54 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an decrease of 0.36 percentage points from the previous week. BELK, Inc. pays 450 basis points above LIBOR to borrow under the 1500 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. BERNARD L. MADOFF: SIPA Trustee Can't Reargue Dismissal of Claims ----------------------------------------------------------------- Judge Stuart M. Bernstein of the United States Bankruptcy Court for the Southern District of New York denied the SIPA Trustee's motion to reargue the dismissal of the pre-2001 claims in the substantially consolidated cases captioned SECURITIES INVESTOR PROTECTION CORPORATION, Plaintiff, v. BERNARD L. MADOFF INVESTMENT SECURITIES LLC, Defendant. In re: BERNARD L. MADOFF, Debtor. IRVING H. PICARD, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC, Plaintiff, v. FRANK J. AVELLINO, et al. Defendants, Adv. Pro. No. 08-01789 (SMB) (Substantively Consolidated), Adv. Proc. No. 10-05421 (SMB) (Bankr. S.D.N.Y.). The SIPA Trustee, Irving H. Picard, commenced an adversary proceeding against Frank Avellino and numerous other defendants, as trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS) under the Securities Investor Protection Act (SIPA), and as representative of the substantively consolidated estate of Bernard L. Madoff to avoid and recover transfers made to the defendants. The defendants moved to dismiss the Amended Complaint arguing, among other things, that the SIPA Trustee could not avoid and recover pre-2001 transfers made by Madoff while he was operating his business as a sole proprietorship. The Court agreed and dismissed the pre-2001 claims. It concluded that (i) the debtor in the SIPA liquidation was BLMIS and not Madoff individually, (ii) the SIPA Trustee, as trustee of BLMIS, could recover transfers of customer property under SIPA but the Chapter 7 Trustee could not, and (iii) the Consolidation Order did not empower the Chapter 7 Trustee to exercise the powers of the SIPA Trustee. The SIPA Trustee then sought to re-argue the dismissal of the pre-2001 claims. The Motion challenged the Court's conclusions and asserted that they result in manifest injustice. The Motion boils down to three arguments: 1) That the Court "overlooked" that the Protective Order also covered Madoff personally because BLMIS and Madoff used the same SEC registration number. Judge Bernstein rejected the argument. The judge considered the definition of "debtor" under SIPA, parsed the language of the Protective Order and concluded that it covered BLMIS but did not cover Madoff. The judge found that the SIPA Trustee's underlying argument, that a SIPA protective order covers separate legal entities that used the same SEC registration number, lacks support. In addition, Judge Bernstein noted that the positions taken by the SIPA Trustee and Securities Investor Protection Corporation (SIPC) are at odds with the positions they successfully took in their joint motion to consolidate the BLMIS and Madoff estates. The judge pointed out that the SIPA Trustee and the SIPC never argued that Madoff's estate was already covered by the Protective Order, that the two estates had already been consolidated by the Protective Order or that Picard was already serving as the Madoff trustee. 2) In the alternative, that the Court "overlooked" that the Consolidation Order retroactively modified the District Court's Protective Order, and "conjoined Madoff as a SIPA debtor in this SIPA liquidation proceeding, and retroactively gave the SIPA Trustee the authority to recover customer property fraudulently conveyed by both BLMIS and Madoff," including the pre-2001 transfers. Judge Bernstein held that the Court did not overlook any of the arguments made in the Motion relating to the scope of the Protective Order or the Consolidation Order. To give effect to all of the provisions of the Consolidation Order, Judge Bernstein read paragraph 7 simply to authorize the SIPA Trustee to pursue his SIPA claims and his claims as subrogee and assignee of creditors on behalf of the consolidated estates, with any recovery inuring to the benefit of the customer creditors of both estates. 3) That reargument will prevent "manifest injustice" by avoiding the disparate treatment of the customers of the two estates (pre-January 1, 2001 transferees can keep the transfers, but post-January 1, 2001 transferees cannot) and by increasing the amount available to pay net equity claims. Judge Bernstein held that the disparate treatment involving pre-January 1, 2001 and post-January 1, 2001 transferees arises from the statutory differences between the power of a SIPA trustee and an ordinary bankruptcy trustee, and the fact that the consolidated estates involve two legally distinct transferors and two trustees but only one SIPA debtor. Moreover, the judge found that the Consolidation Order ensures manifest justice; net losers who invested either with Madoff or BLMIS will share equally in the consolidated estates. Judge Bernstein also explained that the SIPA Trustee's remaining argument, that the amount available for distribution to net losers will be reduced, is a function of the unambiguous language in SIPA, the Bankruptcy Code and the Consolidation Order. The judge stated that while one purpose of SIPA is to protect investors from a broker's insolvency, this does not give license to ignore the plain meaning of statutes and orders and interpret them in a manner to reach a result that is perceived to be equitable. A full-text copy of Judge Bernstein's October 18, 2016 memorandum decision and order is available at https://is.gd/yYBeC1 from Leagle.com. Irving H. Picard, Trustee for the Liquidation of Bernard L. Madoff Investment Securities LLC is represented by: Marc E. Hirschfield, Esq. David J. Sheehan, Esq. BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, NY 10111-0100 Tel: (212)589-4200 Fax: (212)589-4201 Email: dsheehan@bakerlaw.com FRANK J. AVELLINO is represented by: Gary A. Woodfield, Esq. HAILE, SHAW & PFAFFENBERGER, P.A. 660 U.S. Highway One, Third Floor North Palmn Beach, FL 33408 Tel: (561)627-8100 Fax: (561)622-7603 Email: gwoodfield@haileshaw.com GRANTOR RETAINED ANNUITY TRUST is represented by: Jonathan Etra, Esq. One Biscayne Tower 2 South Biscayne Blvd., 21st Floor Miami, FL 33131 Tel: (305)373-9400 Fax: (305)373-9443 Email: jetra@broadandcassel.com About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Oct. 28, 2016, the SIPA Trustee has recovered more than $11.4 billion and has distributed $9.467 billion, which includes more than $836.6 million in committed advances from the Securities Investor Protection Corporation (SIPC). BERNARD SLOANE GLIEBERMAN: Court Orders Ch. 11 Trustee Appointment ------------------------------------------------------------------- Hon. Marci B. McIvor from the United States Bankruptcy Court for the Eastern District of Michigan entered an order directing the U.S. Trustee to select an eligible, disinterested person to serve as the Chapter 11 Trustee for Bernard Sloane Glieberman. The appointment of a Chapter 11 Trustee would curb the unnecessary and protracted litigation, and the expenses associated in the case, Judge McIvor said. The Court further orders that upon the selection for appointment of a Chapter 11 Trustee, the U.S. Trustee must submit the name of the selected person and the Court will enter an order appointing that person as the Chapter 11 Trustee of the case. About Bernard Sloane Glieberman Bernard Sloane Glieberman sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 15-55996) on November 2, 2015. The case is assigned to Judge Marci B. McIvor. * * * The Bankruptcy Court has will consider approval of the Chapter 11 plan of reorganization proposed by a creditor of Bernard Sloane Glieberman at a hearing on January 10, 2017, at 10:30 a.m. BR North 223 LLC, a creditor of Mr. Glieberman, had earlier received preliminary approval to its disclosure statement, allowing the company to start soliciting votes on the restructuring plan it proposed for Mr. Glieberman. The October 27 order set a January 3 deadline for creditors to cast their votes and file their objections to final approval of the disclosure statement and confirmation of the plan. BR North is represented by Paul A. Wilhelm, Esq., at Clark Hill, PLC, in Detroit, Michigan. BIOSTAGE INC: Incurs $3.05 Million Net Loss in Third Quarter ------------------------------------------------------------ Biostage, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.05 million on $26,000 of revenues for the three months ended Sept. 30, 2016, compared to a net loss of $2.29 million on $37,000 of revenues for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $8.23 million on $54,000 of revenues compared to a net loss of $9.41 million on $110,000 of revenues for the same period a year ago. As of Sept. 30, 2016, Biostage had $7.19 million in total assets, $2.41 million in total liabilities and $4.78 million in total stockholders' equity. "During our extensive pre-IND dialogue with the FDA in October, we received valuable feedback and greater clarity with respect to their expectations and our requirements for a successful filing of our IND for our esophageal implant program," commented Jim McGorry, CEO of Biostage. "The FDA's feedback confirmed for us that we are on the right path for moving into our first-in-human clinical study. We were encouraged by FDA's guidance on key elements of that pathway, especially in regards to important aspects of our clinical protocol including the number of patients and the expected patient population for this Phase 1 study." A full-text copy of the Form 10-Q is available for free at: https://is.gd/yklWH8 About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc., is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. Harvard Apparatus reported a net loss of $11.7 million for the year ended Dec. 31, 2015, compared to a net loss of $11.06 million for the year ended Dec. 31, 2014. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BIRMINGHAM COAL: Hallmark Buying 2010 Chevrolet Avalanche for $18K ------------------------------------------------------------------ Birmingham Coal & Coke Co., Inc., Cahaba Contracting & Reclamation, LLC, and RAC Mining, LLC, ask the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of 2010 Chevrolet Avalanche ("Equipment") outside the ordinary course of business to Eric Hallmark, an insider, for $18,000. The Debtors are coal mining companies which formerly operated in northwest Alabama. The Equipment has 95,120 miles and the VIN is GNVKFE08AG225234. At the hearing on the Sale Motion on Nov. 14, 2016, the Court inquired whether the Debtors had marketed the Equipment. The Court suggested that the Equipment could satisfy the marketing requirement by obtaining an appraisal from an outside party such as CarMax. Upon returning to their offices, counsel for the Unsecured Creditors' Committee and counsel for the Debtors recalled that Hallmark had obtained an appraisal from Driver's Way. The appraised value is $17,500. A copy of the appraisal from Driver's Way attached to the Motion is available for free at: http://bankrupt.com/misc/Birmingham_Coal_814_Sales.pdf The Debtors submit that they have properly supported their request to sell the Equipment to Hallmark. The sale is in the best interest of all the creditors and all other parties-in-interest. Accordingly, the Debtors ask the Court to approve the sale of the Equipment to Hallmark for $18,000 free and clear of all liens, claims, and encumbrances. About Birmingham Coal & Coke Birmingham Coal & Coke Company, Inc., produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal was founded in 2000 and is based in Birmingham, AL. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal, and affiliates Cahaba Contracting & Reclamation LLC and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BMC MASONRY: Selling All Assets and Property at Auction ------------------------------------------------------- BMC Masonry, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize bidding and sale procedures in connection with the sale of substantially all assets and property to the highest and best bidder at an auction to be conducted by R.J. Montgomery & Assoc., Inc. On Nov. 14, 2016, the Debtor filed an application for the employment of the Auctioneer to conduct the sale of the assets. The assets and property of the Debtor include: a. all machinery and equipment; b. all intellectual property of the Debtor, whether presently used or that has been used in the Debtor's business (including without limitation, business names, business telephones, facsimile, and email addresses of the Debtor, software used or useful to the Debtor, Web sites and all technology used or useful to the Debtor, and all goodwill associated with any of the foregoing; c. all inventory; d. all accounts receivable; e. customer lists, files and all of the Debtor's books and records; f. to the extent transfer is permitted by applicable law, all licenses used by the Debtor in the operation, ownership or conduct of its business; g. all rights to causes of action, lawsuits, claims and demands of any nature available to the Debtor, except to the extent such are specifically listed as an excluded asset; h. all guarantees, warranties, indemnities, bonds, letters of credit and similar arrangements that run in favor of the Debtor in connection with the sold assets; i. all telephone numbers, addresses (including all electronic mail addresses) and domain names used by the Debtor in connection with the ownership, operation, or conduct of its business; j. general intangibles and all goodwill arising in the connection with the ownership, conduct or operation of the business; and k. any asset or personal property that is not an excluded asset. The assets to be sold will expressly exclude these: 1. all collective bargaining agreements, employee benefit plans and all assets relating thereto; 2. any cash or funds in any deposit account; and 3. any unexpired lease or executory contract relating to personal property or a personal property right which the Buyer elects not to assume. The Debtor is relying on its well-articulated business judgment in its decision to sell the assets. The Debtor lacks the necessary capital to continue its operations and, therefore, has concluded, in its business judgment, that the auction sale will provide the greatest return to its creditors. The Debtor has determined that it can obtain the highest and best value for its assets only by selling substantially all of its assets and its businesses as a going concern. The Debtor asserts that its proposed Bidding/Auction Procedures are appropriate for the proposed sale. In addition, the Sale Procedures will result in fair and reasonable consideration being realized for the assets because they are designed to maximize the value of the assets. The salient terms of the Bidding/Auction Procedures are: a. Assets: The assets to be sold are substantially all of the assets of the Debtor. b. Due Diligence: The Debtor will permit any interested party the time and opportunity to conduct reasonable due diligence on the assets by permitting the party access to the Debtor's business premises from 10:00 a.m. - 4:00 p.m. on the Tuesday and Thursday immediately proceeding the proposed Auction Date. c. Advertising: The Auctioneer will advertise the proposed sale in the Sunday edition of the Detroit Free Press, statewide auction market section; on the Auctioneer's Web site with approximately 10,000 subscribers; and Michigan & National Auctioneers Assoc. Web sites, auctionzip, craigslist and ebay classifieds. d. Auction: The Debtor will conduct an Auction of the assets to be first held 3 business days prior to the day set for the Sale Hearing at the offices of Auctioneer, 695 Amelia Street, Plymouth, Michigan, at 10:00 a.m. (EST). e. Bid Increment: The bid increment will not be more than 10% of the initial offer on the assets. f. The Auction may be continued from day to day as determined by Auctioneer. It will be conducted by the Auctioneer in a manner calculated to achieve the best offer for the assets. g. At the conclusion of the Auction, the Auctioneer will determine which bid represents the highest or otherwise best offer for the Assets. h. Closing: The Closing on the purchase of the assets will occur no later than 13 days after entry of the Sale Order. The Debtor proposes the timetable in connection with the Auction and Sale Hearing: a. Notice of Auction and Sale: Within 3 days after entry of the Sale Procedures Order approving the Sale Procedures, the Debtor will provide notification of the Sale Procedure to all interested parties. b. Auction: The Auction will be held 3 business days prior to the date set for the Sale Hearing, commencing at 10:00 a.m. at the offices of Auctioneer, 695 Amelia Street, Plymouth, Michigan. c. Notice of Winning Bid: The Debtor will file a notice immediately after the Auction setting forth the identity of the Winning Bidder. d. Objections to Sale of Assets: An objection to the sale of the assets to the Winning Bidder must be filed at least 48 hours prior to the Sale Hearing. Absent the proposed sale, there is a substantial likelihood that the assets will diminish in value. Thus, the Debtor has articulated a valid business purpose to sell the assets. Accordingly, the Debtor asks the Court to approve the sale of assets free and clean of all liens, claims, interests and encumbrances. The Debtor also asks that the stay imposed by Bankruptcy Rule 6004(b) be modified such that any Sale Order entered by the Court will be effective immediately upon entry. About BMC Masonry BMC Masonry, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-54170) on Oct. 17, 2016. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. BOMBARDIER INC: Moody's Assigns B3 Rating on New Sr. Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Bombardier's proposed new senior unsecured notes due 2021. Proceeds will be used to repay outstanding debt. The company's B2 Corporate Family Rating, B2-PD Probability of Default Rating and SGL-2 Speculative Grade Rating remain unchanged. The ratings outlook remains stable. Assignments: Issuer: Bombardier Inc. Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD4) RATINGS RATIONALE Bombardier's B2 CFR is driven by its significant financial leverage and ongoing cash consumption, but supported by good liquidity through the end of 2017. Consolidated adjusted debt to EBITDA is about 10.5x as of 3Q/16 (proportionate leverage is higher), but we believe it will trend towards 8x by the end of 2018. Even at 8x, leverage is high for a B2 rating, but Moody's believes that leverage will continue trending down as the CSeries approaches cash flow breakeven around 2020, the Global 7000 business jet starts selling, cost-cutting improves EBITDA, and eventual positive free cash flow allows the company to start reducing its $12 billion of adjusted debt. Moody's expects Bombardier to consume $1 billion of cash in 2017 and 2018 as it trends towards positive free cash flow, so liquidity is very important. Upon the closing of the proposed notes offering, Bombardier's medium-term liquidity position will be further improved as we expect the company will use proceeds to repay nearer term maturities. Also during that time we expect the rate of cash flow consumption to lessen as the CSeries program continues its ramp up towards its own cash flow breakeven in 2020, and the Global 7000 program approaches entry into service in late 2018. The company's significant scale and diversity, established global market positions, natural barriers to entry and sizeable backlog levels in its primary business segments favorably influence the rating. Bombardier has made important progress in 2016, landing crucial CSeries orders from Delta and Air Canada, securing $2.5 billion in liquidity from the Province of Quebec and the Caisse De Depot (CDPQ), and cutting back product programs and costs. Additionally the CS100 has been reliably placed into service, the CS300 will begin service with Air Baltic at the beginning of December and its Global 7000 long-haul business jet completed its first flight. However, the company has not booked any additional CSeries orders since April. Also the company adjusted its CSeries delivery forecast from 15 to 7 aircraft for 2016 as a result of engine delivery delays by its supplier Pratt & Whitney, which will result in additional cash consumption of about $150 million in 2016. Bombardier continues to make progress in its efforts to achieve a targeted level of EBIT margin in the 7%-8% range by 2020. Margins excluding commercial aircraft were above 6% in the third quarter of 2016, and consolidated EBIT margin before special items was 2.7% for the nine months ending Q3/16, both improvements from 2015. Moody's believes the company's continued focus on operations is necessary as the business jet market continues to soften, the production ramp-up of its CSeries is delayed and both Bombardier Transportation (BT) and Bombardier Aerospace are faced with increased competition. Moody's expects 2017 EBIT will continue to improve, with increases in revenues and margins across its three main segments (BT, business jets and commercial aircraft) driven by increased CSeries deliveries, organization changes resulting in improved efficiencies, and right-sizing of production rates. Bombardier has good liquidity (SGL-2), with $4.4 billion of available sources at Q3/16, versus Moody's estimate of about $450 million of adjusted negative free cash flow through to Dec 31, 2017 and minimal debt maturities. At September/16, Bombardier had cash of $3.4 billion and $1 billion (USD equivalent) of unused revolvers ($400 million at BA due June 2019 and EUR 608 million at BT due Oct 2019). However, the agreement with the CDPQ requires Bombardier to maintain a $1.25 billion minimum cash reserve at the end of each quarter. Bombardier's bank financial covenants are not public, but they include minimum liquidity and maximum leverage requirements. Moody's expects the company will maintain headroom against the covenants. The company does not have any material debt maturities until 2018, when $1.4 billion is due, with a further $600 million due in 2019 and $850 million due in 2020. Moody's doesn't presume any additional liquidity will come from a Federal Government investment, but if it does, it would extend the liquidity cushion beyond 2018, which would be credit positive so long as it is not structured in a way that's detrimental to Bombardier's creditors. BA and BT also maintain letter of credit facilities with authorizations of $400 million and EUR 3.3 billion respectively. These facilities are due June 2019 and May 2019, respectively, and have the same covenant requirements as the company's revolvers. The company also maintains an $600 million PSG (Performance Security Guarantee) facility that is renewed and extended annually if mutually agreed. At year end 2015, $173 million in letters of credit were issued under the PSG. The stable ratings outlook reflects Bombardier's good liquidity position, which supports its continuing cash consumption. It also reflects the continued ramp up of the CSeries towards a planned production rate of about 120 aircraft per year in 2020 and positive program cash flow. Bombardier's CFR rating could be upgraded if Moody's expects 1) the company will produce sustainable free cash flow, 2) adjusted financial leverage will reduce below 6x, and 3) the company is able to conduct business without further government support. Bombardier's CFR rating could be downgraded if 1) adjusted negative free cash flow is likely to exceed our expectation of about $750 million in 2017 and $300 million in 2018, 2) if we expect the company's adjusted debt/EBITDA leverage will remain above 8x past 2017, or 3) if Moody's develops concerns over the adequacy of the company's liquidity. The principal methodology used in this rating was Global Aerospace and Defense Industry published in April 2014. CANCER GENETICS: Incurs $3.74 Million Net Loss in Third Quarter --------------------------------------------------------------- Cancer Genetics, Inc. reported a net loss of $3.74 million on $6.75 million of revenue for the three months ended Sept. 30, 2016, compared to a net loss of $5.21 million on $4 million of revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $13.02 million on $19.81 million of revenue compared to a net loss of $14.47 million on $12.55 million of revenue for the same period a year ago. As of Sept. 30, 2016, Cancer Genetics had $45.82 million in total assets, $17.97 million in total liabilities and $27.84 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/JHR8ru About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $20.2 million on $18.0 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $16.6 million on $10.2 million of revenue for the year ended Dec. 31, 2014. CHARLES STREET: Objections to OneUnited's Claim Overruled --------------------------------------------------------- Judge Frank J. Bailey of the United States Bankruptcy Court for the District of Massachusetts, Eastern Division, overruled Charles Street African Methodist Episcopal Church of Boston's objections to OneUnited Bank's claim and dismissed its counterclaim. OneUnited filed a proof of claim in the Charles Street's chapter 11 case for amounts due on two loans it made to Charles Street, one for construction of a community center and the other to refinance an existing credit facility. In the adversary proceeding before the Court, Charles Street objected to OneUnited's proof of claim and, in furtherance of that objection, asserted two counterclaims against OneUnited, both under MASS. GEN. LAWS ch. 93A. The first is for wrongful origination of the Construction Loan: the Charles Street alleged that OneUnited's underwriting of this loan was unfair in that OneUnited knew when it made the loan that the construction project was underfunded and, consequently, that Charles Street would be unable to complete it and would inevitably default on the loan. The second is for unfair and deceptive use of foreclosure process: Charles Street alleged that OneUnited threatened to foreclose on the properties that secured the Church Loan, including the church building itself, ostensibly to enforce the Church Loan, when in fact OneUnited had no intention of completing the foreclosure but was simply using the pretext of foreclosure as leverage for collection of the Construction Loan. Charles Street asserted both counterclaims for purposes of setoff, as defenses to OneUnited's claim, and it also asserted the pretextual foreclosure count -- but not also the wrongful underwriting count -- as a basis for affirmative recovery. As to the matter of wrongful origination, Judge Bailey found that Charles Street did not allege that the OneUnited's conduct in underwriting the loan was in any manner deceptive, and that there has been no evidence of OneUnited's having deceived or misled Charles Street into entering into the Construction Loan and undertaking the project. The judge found that, from the date of the closing on the Construction Loan, Charles Street always fully understood the financial risks and hurdles that the Construction Loan and the project presented, at least as well as OneUnited did. With respect to the allegation on pretextual foreclosure, Judge Bailey found that too much remains to be mere speculation and conjecture about OneUnited's reasoning and considerations. The judge explained that in the end, the burden is on Charles Street to establish the specific intent on which it predicates its count for pretextual employment of foreclosure process. Judge Bailey found that the evidence does not preponderate in favor of the necessary finding, and that it is more probable that the OneUnited intended to foreclose. Charles Street's objections to OneUnited's claim were thus overruled. The adversary proceeding is CHARLES STREET AFRICAN METHODIST EPISCOPAL CHURCH OF BOSTON, Plaintiff-in-Counterclaim, v. ONEUNITED BANK, Defendant-in-Counterclaim, Adversary Proceeding No. 14-1138 (Bankr. D. Mass.). The bankruptcy case is In re CHARLES STREET AFRICAN METHODIST EPISCOPAL CHURCH OF BOSTON, Chapter 11, Debtor, Case No. 12-12292-FJB (Bankr. D. Mass.). A full-text copy of Judge Bailey's November 2, 2016 memorandum of decision is available at https://is.gd/pg1pxJ from Leagle.com. Charles Street African Methodist Episcopal Church of Boston is represented by: Gregory L. Demers, Esq. D. Ross Martin, Esq. William L. Roberts, Esq. James Addison Wright, III, Esq. ROPES & GRAY LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Tel: (617)951-7000 Fax: (617)951-7050 Email: gregory.demers@ropesgray.com ross.martin@ropesgray.com james.wright@ropesgray.com -- and -- David B. Madoff, Esq. MADOFF & KHOURY LLP Pine Brook Office Park 124 Washington Street, Suite 202 Foxboro, MA 02035 Tel: (508)543-0040 Fax: (508)543-0020 Email: madoff@mandkllp.com John Fitzgerald, Assistant U.S. Trustee, is represented by: Eric K. Bradford, Esq. OFFICE OF THE UNITED STATES TRUSTEE 5 Post Office Square, Suite 1000 Boston, MA 02109-3934 Tel: (617)788-0400 Fax: (617)565-6368 About Charles Street Charles Street African Methodist Episcopal Church -- http://www.csrrc.org/-- is located in Roxbury, Massachusetts. The Church is to advocate for the needs of community residents and to strengthen individuals, families, and the community by providing social, educational, economic, and cultural services. The Church filed for Chapter 11 protection (Bankr. D. Mass. Case No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited Bank, from foreclosing on a $1.1 million loan and auctioning off the church. The Debtor estimated both assets and debts of between $1 million and $10 million. The church is being represented by the Boston firm Ropes & Gray LLP, which is working free of charge. CHARLIE BROWN'S: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Charlie Brown's Hauling & Demolition, Inc. as of November 9, according to a court docket. The Debtor is represented by: Buddy D. Ford, Esq. Buddy D. Ford, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Phone (813)877-4669 Email: All@tampaesq.com Buddy@TampaEsq.com About Charlie Brown's Hauling Charlie Brown's Hauling & Demolition, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08863) on October 14, 2016. The petition was signed by Charlie W. Brown, president. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. COATES INTERNATIONAL: Incurs $4.43-Mil. Net Loss in Third Quarter ----------------------------------------------------------------- Coates International, Ltd., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.43 million on $4,800 of total revenues for the three months ended Sept. 30, 2016, compared to a net loss of $2.44 million on $4,800 of total revenues for the same period a year ago. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $7.85 million on $14,400 of total revenues compared to a net loss of $9.28 million on $14,400 of total revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Coates had $2.39 million in total assets, $7.08 million in total liabilities and a total stockholders' deficiency of $4.69 million. Liquidity and Capital Resources "Our cash position at September 30, 2016 was $11,411, a decrease of ($17,796) from the cash position of $29,207 at December 31, 2015. We had negative working capital of ($4,905,447) at September 30, 2016 which represents an improvement in our working capital of $570,511 compared to the ($5,475,958) of negative working capital at December 31, 2015. Our current liabilities of $5,169,536 at September 30, 2016, decreased by $562,764 from $5,732,300 at December 31, 2015. This net decrease primarily resulted from (i) a $474,731 net decrease in the derivative liability related to convertible promissory notes, (ii) a $346,279 decrease in the carrying amount of convertible notes, net of unamortized discount, (iii) repayment of the $19,349 current portion of a finance lease obligation and (iv) a $9,400 net decrease in promissory notes to related parties, partially offset by (v) a $232,958 increase in deferred compensation payable and (vi) a $54,037 increase in accounts payable and accrued liabilities. "Operating activities utilized cash of ($449,121) for the nine months ended September 30, 2016, an improvement of ($357,478) from the cash utilized for operating activities of ($806,599) for the nine months ended September 30, 2015. Cash utilized by operating activities in the nine months ended September 30, 2016 resulted primarily from (i) a cash basis net loss of ($911,709), after adding back (deducting) non-cash stock-based compensation expense of $6,768,560, interest accrued, but not paid of $506,042, a non-cash decrease in embedded derivative liabilities related to convertible notes of ($474,731), a non-cash loss on conversion of convertible notes of $124,962 depreciation and amortization of $36,122, non-cash licensing revenues and other income of ($26,743) and non-cash portion of research and development expenses of $5,443 and (ii) changes in current assets and liabilities, including an increase in inventory of ($28,528), a decrease in deferred offering costs and other assets of $2,985, an increase of $255,173 in accounts payable and accrued liabilities and an increase in deferred compensation payable of $232,958. Cash used in investing activities of $11,493 for the nine months ended September 30, 2016, consisted of outlays for furniture. "Cash provided by financing activities for the nine months ended September 30, 2016, amounted to $442,818. This was comprised of proceeds from issuances of promissory notes to related parties of $162,443, issuances of convertible promissory notes aggregating $154,000, issuances of common stock under an equity purchase agreement of $150,000 and proceeds from issuances of common stock and warrants amounting to $45,000, partially offset by principal repayments of ($45,000) on a mortgage loan payable, repayments of promissory notes held by related parties of ($15,000) and finance lease obligation payments amounting to ($8,625)." Going Concern "We have incurred net recurring losses since inception, amounting to ($64,822,362) as of September 30, 2016 and had a stockholders’ deficiency of ($4,693,771). We will need to obtain additional working capital in order to continue to cover our ongoing cash expenses. "These factors raise substantial doubt about our ability to continue as a going concern. In addition, the current economic environment, which is characterized by tight credit markets, investor uncertainty about how to safely invest funds and low investor confidence, has introduced additional risk and difficulty to our challenge to secure needed additional working capital. Our predecessor Independent Registered Public Accountants have stated in their Auditor's Report dated April 14, 2016, with respect to our financial statements as of and for the year ended December 31, 2015, that these circumstances raise substantial doubt about our ability to continue as a going concern," as disclosed in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/ffn1W3 About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on Aug. 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International reported a net loss of $10.2 million on $94,200 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.8 million on $19,200 of total revenues for the year ended Dec. 31, 2014. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about its ability to continue as a going concern. COBALT INTERNATIONAL: Inks Separation Agreement with J. Farnsworth ------------------------------------------------------------------ Cobalt International Energy, Inc., entered into a Separation and Consulting Agreement with James W. Farnsworth, president, exploration. The Consulting Agreement provides that Mr. Farnsworth's employment will terminate on the earlier of (i) Dec. 30, 2016, or (ii) date that the Company provides written notice to Mr. Farnsworth of his earlier termination. The Consulting Agreement also satisfies the notice of non-renewal required under the Employment Agreement between Mr. Farnsworth and the Company, dated as of Nov. 3, 2014. Mr. Farnsworth is not entitled to any severance benefits under the Farnsworth Employment Agreement. Subject to Mr. Farnsworth's execution and non-revocation of a general release of claims satisfactory to the Company, he will serve as a consultant from the Employment Termination Date through Dec. 31, 2017, providing consulting services for an average of 20 hours per week in exchange for the following benefits: (i) a pro rata bonus for 2016, payable to Mr. Farnsworth in early 2017 based on individual performance and the achievement of the Company's key performance indicators, (ii) a monthly consulting fee of $42,267; and (iii) access to an office and administrative support as Mr. Farnsworth may reasonably request. In addition, if a sale of a material portion of the Company's Angolan assets occurs during the consulting period such that all transactions and approvals necessary to complete such Angola Sale have occurred or been obtained, as applicable, but does not require the transaction to close, prior to the end of the consulting period, the Company will pay Mr. Farnsworth an additional one-time, lump sum payment equal to $300,000, which amount will be paid to Mr. Farnsworth within 30 days following the consummation of such Angola Sale. Mr. Farnsworth's outstanding unvested time-based equity awards will immediately become fully vested as of Dec. 30, 2016, so long as Mr. Farnsworth remains employed by the Company through such date. Those awards (and any shares of the Company's common stock acquired thereunder) will remain subject to all of the other applicable terms and conditions set forth in the Farnsworth Employment Agreement, the Company's Long Term Incentive Plan and the applicable award agreements thereunder. With respect to any outstanding awards granted to Mr. Farnsworth pursuant to the LTIP that are subject to a performance requirement (other than continued service by Mr. Farnsworth), only the service condition under those awards will be deemed satisfied, and the performance conditions set forth in the applicable award agreements must be satisfied in order for those awards to vest. During the consulting period, Mr. Farnsworth will remain subject to the restrictive covenants set forth in the Farnsworth Employment Agreement, including perpetual restrictions against disclosure of confidential information and against disparagement of the Company and any of its directors, officers, partners and stockholders, and a one-year post-employment restriction against competition with the Company, which such one-year period will commence as of Dec. 30, 2016. On Nov. 10, 2016, the Company provided notice of non-renewal of the employment agreement between James H. Painter and the Company, dated as of Nov. 3, 2014, which will expire on Dec. 31, 2016. On the same day, Mr. Painter was appointed as president, exploration and appraisal of the Company, effective as of Jan. 1, 2017, replacing Mr. Farnsworth. Mr. Painter, 59, has served as executive vice president of the Company since April 2013. Mr. Painter previously served as executive vice president, Gulf of Mexico from the Company's inception in November 2005 until April 2013. The Company has eliminated the position of executive vice president, Gulf of Mexico. In connection with Mr. Painter's appointment as president, exploration, Mr. Painter will be paid an annual base salary of $625,000. Mr. Painter will be eligible to receive a discretionary annual bonus with a target value of 75% of his base salary and a discretionary annual incentive plan award with a target value of 150% of his base salary. Effective as of his appointment, Mr. Painter will be eligible to participate in the Company's executive severance and change in control benefit plan, which provides participants with certain payments and benefits upon a qualifying termination of such participant's employment, including in connection with a change in control of the Company. Additionally, Mr. Painter's outstanding unvested time-based equity awards will immediately become fully vested as of Dec. 30, 2016, so long as Mr. Painter remains employed by the Company through that date. Those awards (and any shares of the Company's common stock acquired thereunder) will remain subject to all of the other applicable terms and conditions set forth in the Painter Employment Agreement, the Company's LTIP and the applicable award agreements thereunder. With respect to any outstanding awards granted to Mr. Painter pursuant to the LTIP that are subject to a performance requirement (other than continued service by Mr. Painter), only the service condition under those awards will be deemed satisfied, and the performance conditions set forth in the applicable award agreements must be satisfied in order for such awards to vest. About Cobalt Cobalt International Energy, Inc. is an independent exploration and production company with operations currently focused in the deepwater U.S. Gulf of Mexico. In January 2016, the Company achieved initial production of oil and gas from the Heidelberg field. The Company's exploration efforts in the U.S. Gulf of Mexico have resulted in four oil and gas discoveries including the North Platte, Shenandoah, Anchor, and Heidelberg fields, each of which are in various stages of appraisal and development. The Company also has a non-operated interest in the Diaba Block offshore Gabon. The Company reported a net loss of $694.4 million in 2015, a net loss of $510.8 million in 2014 and a net loss of $589.0 million in 2013. As of Sept. 30, 2016, Cobalt had $3.68 billion in total assets, $2.70 billion in total liabilities and $983.8 million in total stockholders' equity. * * * As reported by the TCR on Nov. 9, 2016, S&P Global Ratings lowered its unsolicited corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Cobalt International Energy Inc. to 'CC' from 'CCC-'. "The downgrade follows Cobalt International's announcement that it has agreed to a possible exchange transaction involving the company's 2.625% convertible senior notes due 2019 and 3.125% convertible senior notes due 2024 at below par," said S&P Global Ratings credit analyst Kevin Kwok. The TCR reported on Aug. 26, 2016, that S&P Global Ratings affirmed its 'CCC+' unsolicited corporate credit rating on Houston-based Cobalt Energy International Inc. (CIE) and revised the outlook to negative from stable. DELCATH SYSTEMS: Incurs $1 Million Net Loss in Third Quarter ------------------------------------------------------------ Delcath Systems, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1 million on $435,000 of revenue for the three months ended Sept. 30, 2016, compared to a net loss of $2.42 million on $399,000 of revenue for the three months ended Sept. 3, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $9.48 million on $1.31 million of revenue compared to a net loss of $9.61 million on $1.30 million of revenue for the same period during the prior year. As of Sept. 30, 2016, Delcath had $36.98 million in total assets, $32.49 million in total liabilities and $4.48 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/YZlIml About Delcath Delcath Systems, Inc. is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. The Company has commenced a global Phase 3 FOCUS clinical trial for Patients with Hepatic Dominant Ocular Melanoma (OM) and a global Phase 2 clinical trial in Europe and the U.S. to investigate the Melphalan/HDS system for the treatment of primary liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC). Melphalan/HDS has not been approved by the U.S. Food & Drug Administration (FDA) for sale in the U.S. In Europe, our system has been commercially available since 2012 under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath reported a net loss of $14.7 million in 2015, a net loss of $17.4 million in 2014 and a net loss of $30.3 million in 2013. Grant Thornton LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2015, has an accumulated deficit of $261 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DEXTERA SURGICAL: Incurs $3.95 Million Net Loss in Sept. 30 Quarter ------------------------------------------------------------------- Dextera Surgical Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.95 million on $467,000 of total net revenue for the three months ended Sept. 30, 2016, compared to a net loss of $4.64 million on $755,000 of total net revenue for the same period during the prior year. As of Sept. 30, 2016, Dextera had $12.06 million in total assets, $8.43 million in total liabilities and $3.62 million in total stockholders' equity. As of Sept. 30, 2016, the Company's accumulated deficit was $209.7 million and the Company had cash, cash equivalents and short-term investments of $9.0 million, with $4.0 million debt principal outstanding. As of June 30, 2016, the Company had cash, cash equivalents, and short-term investments of $12.7 million, with $4.0 million debt principal outstanding. The Company currently invests its cash, cash equivalents and short-term investments primarily in money market funds, commercial paper and corporate debt securities. Since inception, the Company has financed its operations primarily through private and public sales of convertible preferred stock, long-term notes payable, public and private sales of common stock, warrants to purchase common stock and license or collaboration agreements On Sept. 2, 2011, the Company entered into a Distribution Agreement with Century, with respect to distribution of its planned microcutter products in Japan. Additionally, under the terms of a secured note purchase agreement, Century agreed to loan the Company an aggregate of up to $4.0 million, with principal due five years after the first draw by the Company under the agreement, subject to certain conditions, which principal due date was extended by two years to Sept. 30, 2018, effective July 1, 2014. In return for the loan commitment, the Company granted Century distribution rights to the Company's planned microcutter product line in Japan, and a right of first negotiation for distribution rights in Japan to future products. Century is responsible for securing regulatory approval from the Ministry of Health in Japan for the microcutter product line. After approval for marketing in Japan, the Company would sell microcutter units to Century, who would then sell the microcutter devices to their customers in Japan. A full-text copy of the Form 10-Q is available for free at: https://is.gd/VEl1Tr About Dextera Surgical Inc. Dextera Surgical Inc., formerly Cardica, Inc., is focused on the commercialization and development of microcutter product line intended for use by surgeons. The Company is engaged in commercializing and developing MicroCutter XCHANGE 30 based on its staple-on-a-strip technology for use by thoracic, pediatric, bariatric, colorectal and general surgeons. Its MicroCutter XCHANGE 30 is a cartridge based microcutter device with around five millimeter shaft diameter and around 30 millimeter staple line cleared for use in the United States for specific indications for use, and in the European Union for a range of indications for use. Dextera reported a net loss of $15.98 million in 2015, a net loss of $19.18 million in 2014 and a net loss of $16.96 million in 2013. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DOLLAR MART GROCERY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on Nov. 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dollar Mart Grocery & Wholesale. The Debtor is represented by: Toni Campbell Parker, Esq. Law Office of Toni Campbell Parker 615 Oakleaf Office Lane, Suite 201 Memphis, TN 38117 Phone: 901-683-0099 Email: tparker001@bellsouth.net About Dollar Mart Grocery Dollar Mart Grocery & Wholesale, a joint partnership between Alaa E. Noeman and Raid Tabbaa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-29498) on October 17, 2016. The petition was signed by Alaa E. Noeman and Tabbaa Raid, joint partners. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. DOLPHIN DIGITAL: Inks Purchase Agreement with T Squared ------------------------------------------------------- Dolphin Digital Media, Inc., and T Squared Partners LP entered into a Warrant Purchase Agreement pursuant to which the Company agreed to issue (i) 1,500,000 Series G Warrants with an exercise price of $5.00 per share of the Company's common stock, par value $0.015, and an expiration date of Jan. 31, 2018, (ii) 500,000 Series H Warrants with an exercise price of $6.00 per share of Common Stock and an expiration date of Jan. 31, 2019, and (iii) 500,000 Series I Warrants with an exercise price of $7.00 per share of Common Stock and an expiration date of Jan. 31, 2020. As consideration for the New Warrants, T Squared agreed to make a $50,000 cash payment to the Company to reduce the aggregate exercise price of the 7,000,000 Series E Warrants that were issued to it on March 10, 2010 and amended on Sept. 10, 2015, to extend their expiration date until Dec. 31, 2018. The issuance by the Company of the New Warrants to T Squared pursuant to the Agreement was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the- art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. Dolphin Digital reported a net loss of $4.05 million on $2.99 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $1.87 million on $2.07 million of total revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Dolphin Digital had $23.11 million in total assets, $28.49 million in total liabilities and a total stockholders' deficit of $5.38 million. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and does not have sufficient working capital. These events raise substantial doubt about the Company's ability to continue as a going concern. DON GREEN: Case Summary & 12 Unsecured Creditors ------------------------------------------------ Debtor: Don Green Farms, Inc. P.O. Box 1410 Newberry, FL 32669 Case No.: 16-10261 Chapter 11 Petition Date: November 16, 2016 Court: United States Bankruptcy Court Northern District of Florida (Gainesville) Debtor's Counsel: Seldon J. Childers, Esq. CHILDERSLAW, LLC 2135 N.W. 40th Terrace, Suite B Gainesville, FL 32605 Tel: 866-996-6104 Fax: 407-209-3870 E-mail: jchilders@smartbizlaw.com Total Assets: $13,987 Total Liabilities: $3.95 million The petition was signed by Donald R. Green, president. A copy of the Debtor's list of 12 unsecured creditors is available for free at http://bankrupt.com/misc/flnb16-10261.pdf DOOSAN BOBCAT: Moody's Affirms B1 CFR & Revises Outlook to Pos. --------------------------------------------------------------- Moody's Investors Service has revised Doosan Bobcat Inc.'s (DBI) rating outlook to positive from stable. At the same time, Moody's has affirmed DBI's B1 corporate family rating and Ba3 rating on the outstanding $951 million senior secured term loan co-borrowed by Clark Equipment Company (CEC, unrated) and Doosan Holdings Europe Limited (DHEL, unrated). CEC and DHEL are co-borrowers on a joint and several basis for the senior secured term loan. Accordingly, the rating on the senior secured term loan is based on the credit quality of their parent DBI, which broadly reflects in turn the combined financials of the co-borrowers. RATINGS RATIONALE "The positive outlook follows DBI's recent IPO, which we believe will reduce the likelihood of it extending support to its parent Doosan group -- which has been a drag on DBI's credit profile -- given the group's enhanced financial profile, lowered stake in DBI and DBI's improved corporate governance," says Wan Hee Yoo, a Moody's Vice President and Senior Analyst. According to the company's public filing, the IPO share allocations were completed on Nov. 11, 2016, and DBI will list on the Korea Stock Exchange by Nov. 18. The IPO -- including a pre-IPO conducted in 3Q 2015 -- has lowered Doosan group's stake in DBI to 70% from 100%, with the remaining stakes distributed to the general public. The IPO will have a minimal direct effect on DBI's credit metrics, given the cash inflow at DBI is very small relative to its consolidated reported debt of $1.44 billion at end-June 2016. However, the transaction should lower Doosan group's financial leverage and alleviate liquidity pressure, given the group's direct share sales of about KRW252 billion, as well as a permanent conversion of existing convertible preferred shares to common shares. Moody's also expects DBI's immediate parent Doosan Infracore Co., Ltd.'s (DI, unrated) adjusted debt/EBITDA to improve to about 7x in 2016 from 18x in 2015, supported by the proceeds from the sale of its machine tools business and the IPO, as well as a significant rebound in earnings due to its restructuring measures. Moody's believes that these developments and the covenant package in DBI's senior secured term loan will contain its sizable cash leakage to its parent. "The rating action also takes into account our view that DBI's financial profile will continue to improve over the next 1-2 years, underpinned by steady earnings and reductions in debt," adds Yoo. Despite the continued challenges in the company's operating environment, Moody's expects DBI's earnings to increase gradually over the next 1-2 years on the back of steady demand from its end-markets, its robust market position in the compact farm and construction equipment business in North America, and cost cutting measures. In addition, Moody's expects that DBI's debt level will gradually decrease over the next 1-2 years, underpinned by its robust operating cash flow and manageable capital expenditures. DBI has already paid down its senior secured term loan totaling about $350 million since the issuance in 2014. Consequently, Moody's expects DBI's adjusted debt/EBITDA to decline to about 3.3x over the next 12-18 months from 4.0x in 2015. This level of financial leverage is strong for its current CFR, thereby supporting the positive outlook. DBI's B1 CFR is supported by its dominant position in the compact farm and construction equipment market in North America, as well as its good ability to generate positive free cash flow. However, these strengths are counterbalanced by the company's high product concentration, moderate market position in Europe, and the highly cyclical nature of the compact farm and construction equipment industry. The Ba3 rating on the outstanding $951 million senior secured term loan mainly reflects the first lien — except for those assets secured by the first lien for the revolver — on substantially all of the assets and capital stock of the co-borrowers, their parent DBI, as well as their subsidiaries. This structure means that the facility ranks ahead of most other debt and liabilities. The ratings could be upgraded if DBI's financial profile improves through enhanced earnings and/or debt reductions, such that adjusted debt/EBITDA stays below 3.5x and adjusted EBITA/interest expense exceeds 3.5x on a sustained basis. On the other hand, the outlook could return to stable if DBI's profitability and cash flow weakens, such that adjusted debt/EBITDA exceeds 3.5x and adjusted EBITA/interest expense stays below 3.5x on a sustained basis. The ratings could also be pressured if DI extracts large amounts of cash from DBI, or if DI's own credit quality deteriorates significantly. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Doosan Bobcat Inc. is the leading manufacturers of compact farm and construction equipment in North America and EMEA. It engages in the design, manufacture, sale and service of compact farm and construction equipment under the Bobcat brand and portable power products. It also distributes heavy construction equipment produced by its parent Doosan Infracore Co., Ltd. ENERGY FUTURE: Required to Pay Make-Whole, Third Circuit Rules -------------------------------------------------------------- The U.S. Court of Appeals for the Third Circuit, in an opinion dated Nov. 7, 2016, addressed what happens when one provision of an indenture for money loaned provides that the debt is accelerated if the debtor files for bankruptcy and while in bankruptcy it opts to redeem that debt when another indenture provision provides for a redemption premium. Does the premium, meant to give the lenders the interest yield they expect, fall away because the full principal amount is now due and the noteholders are barred from rescinding the acceleration of debt? The Third Circuit held NO. Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. borrowed in 2010 approximately $4 billion at a 10% interest rate by issuing notes due in 2020 and secured by a first-priority lien on their assets. To protect the lenders' anticipated interest-rate yield, the Indenture governing the loan provides an "Optional Redemption" that "[a]t any time prior to December 1, 2015, [EFIH] may redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium . . . and accrued and unpaid interest." The First Lien Indenture contains an acceleration provision that makes "all outstanding Notes . . . due and payable immediately" if EFIH files a bankruptcy petition. The same provision also gives the First Lien Noteholders the right to "rescind any acceleration [of] the Notes and its consequences[.]" EFIH borrowed funds again in 2011 and 2012 by issuing two sets of Notes secured by a second-priority lien on its assets. As with the First Lien Noteholders, EFIH promised to pay holders of the Second Lien Notes a make-whole premium -- in a provision essentially identical to the First Lien Notes provision -- if it chose to redeem the Second Lien Notes, at its option, on or before a date certain (May 15, 2016 for Second Lien Notes set to mature in 2021 and March 1, 2017 for those maturing in 2022). The Indenture for the Second Lien Notes contains an acceleration provision different from the First Lien Indenture: if EFIH files a bankruptcy petition, "all principal of and premium, if any, interest . . .[,] and any other monetary obligations on the outstanding Notes shall be due and payable immediately[.]" Like the First Lien Noteholders, the Second Lien Noteholders have the right to "rescind any acceleration [of] the Notes and its consequences." When market interest rates went down, EFIH considered refinancing the Notes. Refinancing outside of bankruptcy would have required it to pay the make-whole premium. By filing for bankruptcy, however, EFIH believed it might avoid the premium. Six months later, on April 29, 2014, EFIH and other members of its corporate family filed Chapter 11 bankruptcy petitions. Once in bankruptcy, EFIH sought to "take advantage of highly favorable debt market conditions to refinance," beginning with the First Lien Notes. It asked the Bankruptcy Court for leave to borrow funds to pay them off and to offer a settlement to any of its First Lien Noteholders who agreed to waive their right to the make-whole. Nine months after granting leave to refinance the First Lien Notes, the Bankruptcy Court considered whether EFIH had to pay the make-whole. The holding was that it did not. The Bankruptcy Court further held that the automatic stay prevented the First Lien Noteholders' attempt to rescind the Notes' acceleration. The District Court for the District of Delaware affirmed the Bankruptcy Court's rulings. Six months after EFIH refinanced a portion of the Second Lien Notes, the Court considered the Second Lien Noteholders' entitlement to the make-whole. In construing the Second Lien Indenture's provisions, the Court adopted its findings and conclusions from the make-whole litigation for the First Lien Noteholders. After rejecting arguments based on the few differences between the First and Second Lien Indentures' texts, the Court held that the Second Lien Noteholders also were not entitled to yield-protection. The District Court again affirmed. In the appeals case captioned DELAWARE TRUST COMPANY, f/k/a CSC Trust Company of Delaware, as Indenture Trustee, Appellant v. ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC; EFIH FINANCE INC.; AD HOC COMMITTEE OF EFIH UNSECURED NOTEHOLDERS, No. 16-1351 (3d Cir.), the trustees of the holders of the $4 billion at a 10% interest rate due in 2020 and the holders of notes secured by a second-priority lien on its assets argued the Bankruptcy and District Courts erred by holding that the Indentures did not require payment of the make-whole when EFIH redeemed the Notes after their maturity had accelerated. The Third Circuit held that the language of the First Lien Indenture requires EFIH to pay a make-whole if it redeems the First Lien Notes at its option before December 1, 2015, and the Second Lien Indenture requires the same for redemptions of Second Lien Notes before May 15, 2016 or March 1, 2017 (depending on the initial maturity date of the particular debt instruments). The Third Circuit pointed out that EFIH redeemed the First Lien Notes at its option on June 19, 2014, and redeemed a portion of the Second Lien Notes on March 10, 2015. Redemptions, not prepayments, occurred here, they were at the election of EFIH, and they occurred before the respective dates noted, the Third Circuit added. Statements of New York law by its highest Court and the federal Circuit Court in New York reinforce our conclusion that EFIH must pay the make-whole per the Indenture language before us, the Third Circuit held. Accordingly, the judgments of the District Court are reversed with instructions to remand to the Bankruptcy Court for further proceedings. * * * According to Peg Brickley and Matthew Jarzemsky of The Wall Street Journal Pro Bankruptcy, the Third Circuit's decision could roil the planned bankruptcy exit of Energy Future. "We are very pleased with the decision and believe it is correct," Philip Anker, Esq., lawyer for the bondholders, told WSJ. "It's going to shift a lot of value from junior creditors back up to senior secured creditors," John Greene, a portfolio manager at Halcyon Capital Management LP, a New York asset manager that holds Energy Future bond debt, also told WSJ. "We feel vindicated by the decision, which enforced our contractual rights." Bill Rochelle, in his Rochelle's Daily Wire column, pointed out that to escape the seemingly explicit requirement to pay the premium in bankruptcy, Circuit Court Judge Ambro, who penned the EFIH decision, followed the 2014 New York bankruptcy court decision called MPM Silicones, which involved a similar indenture. There, the judge in Manhattan said that the reference to “premium” was not adequately specific to invoke the “Applicable Premium,” which was the defined term for a make-whole premium, Mr. Rochelle noted. With respect to the second lien bonds, Judge Ambro reversed the bankruptcy court because the words "premium, if any" left "no doubt" that a make-whole was required, Mr. Rochelle related. Further undercutting MPM Silicones and cases that adopted its reasoning, Judge Ambro used the remainder of his opinion to explain why the New York bankruptcy court misinterpreted New York law, which governed the indentures, Mr. Rochelle pointed out. Judge Ambro said that the Manhattan court stretched a New York Court of Appeals decision "beyond its language," the columnist further pointed out. The Delaware bankruptcy court, he said, adopted the same misinterpretation of New York law, the decision said. A full-text copy of the Third Circuit's Opinion dated November 7, 2016, is available at: http://bankrupt.com/misc/3d16-1351.pdf Counsel for Appellant Delaware Trust Company: Philip D. Anker, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 -- and -- Danielle Spinelli, Esquire Joel Millar, Esquire David Gringer, Esquire Isley Gostin, Esquire Wilmer Cutler Pickering Hale and Door LLP 1875 Pennsylvania Avenue, N.W. Washington, DC 20006 -- and -- James H. Millar, Esquire Drinker Biddle & Reath 1177 Avenue of the Americas, 41st Floor New York, NY 10036 -- and -- Todd C. Shiltz, Esquire Drinker Biddle & Reath LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801-1612 -- and -- Norman L. Pernick, Esquire J. Kate Stickles, Esquire Cole Schotz PC 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Counsel for Appellees Energy Future Intermediate Holding Company LLC; EFIH Finance Inc.: Daniel J. DeFranceschi, Esquire Jason M. Madron, Esquire Mark D. Collins, Esquire Richards Layton & Finger 920 North King Street One Rodney Square Wilmington, DE 19801 -- and -- Andrew R. McGaan, Esquire James H.M. Sprayregen, Esquire Marc Kieselstein, Esquire Chad J. Husnick, Esquire Steven N. Serajeddini, Esquire Kirkland & Ellis 300 North LaSalle Street, Suite 2400 Chicago, IL 60654 -- and -- Edward O. Sassower, Esquire Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 -- and -- Michael A. Petrino, Esquire Kirkland & Ellis 655 15th Street, N.W., Suite 1200 Washington, DC 20005 Counsel for Appellants Computershare Trust Company, N.A.; Computershare Trust Company of Canada: Joshua K. Brody, Esquire Gregory A. Horowitz, Esquire Thomas M. Mayer, Esquire Jeffrey S. Trachtman, Esquire Kramer Levin Natfalis & Frankel 1177 Avenue of the Americas New York, NY 10032 -- and -- Laura D. Jones, Esquire James E. O’Neill, III, Esquire Robert J. Feinstein, Esquire Pachulski Stang Ziehl & Jones 919 North Market Street P.O. Box 8705, 17th Floor Wilmington, DE 19801 -- and -- Stephanie Wickouski, Esquire Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104-3300 About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, And Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for The second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth Amended Joint Plan of Reorganization. In May 2016, certain first lien creditors of TCEH delivered a Plan Support Termination Notice to the Debtors and the other parties to the Plan Support Agreement, notifying the parties of the occurrence of a Plan Support Termination Event. The delivery of the Plan Support Termination Notice caused the Confirmed Plan to become null and void. Following the occurrence of the Plan Support Termination Event as well as the termination of a roughly $20 billion deal to sell the Debtors' stake in Oncor Electric Delivery Co., the Debtors filed the Plan of Reorganization and the Disclosure Statement with the Bankruptcy Court on May 1, 2016. On May 11, they filed an amended joint plan of reorganization and a related disclosure statement. In June 2016, Judge Sontchi approved the disclosure statement explaining Energy Future Holdings Corp., et al.'s second amended joint plan of reorganization of the TCEH Debtors and the EFH Shared Services Debtors. On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. ENERGY FUTURE: Third Circuit Issues Ruling on Indenture Notes ------------------------------------------------------------- Evan Flaschen, Esq., David Lawton, Esq., and Mark Dendinger, Esq., of Bracewell LLP, disclosed that reversing the lower courts, the Third Circuit Court of Appeals on Nov. 17, 2016, held that, under New York law (which governs 95% of all indentures), the early repayment of indenture notes in Chapter 11 is an optional redemption requiring the payment of make-whole notwithstanding the automatic acceleration of the notes due to the Chapter 11 filing. Delaware Trust Co. v. Energy Future Intermediate Holding Company LLC (In re Energy Future Holdings Corp.), Case No. 16-1251 (5th Cir. Nov. 17, 2016). A copy of the decision can be found at: https://info.bracewelllaw.com/40/986/uploads/energyfuture.pdf Issues Ignoring some minor nuances that will be discussed below, these are the three essential facts: 1. Secured note indenture includes standard provision for payment of make-whole amount upon optional redemption prior to maturity. 2. Indenture also includes standard provision that maturity of notes is automatically accelerated in bankruptcy, without specifying that make-whole amount is still payable. 3. Issuer prepays notes during Chapter 11 case. Standard thinking before Energy Future Holdings has been that, due to the automatic bankruptcy acceleration, a subsequent repayment of notes occurs after maturity because the maturity itself has been accelerated. Therefore, the requirement for payment of a make-whole prior to maturity does not apply. This is so even when the optional redemption provision refers to "small m" "maturity" rather than the specific contractual date such as by reference to "Stated Maturity Date." Third Circuit Decision The Third Circuit disagrees with the standard thinking that the automatic acceleration provision overrides the optional redemption provision and, instead, holds that the two provisions can be read in harmony. The optional redemption provision is intended to preserve the benefit of the noteholders' bargain in committing to fixed rate notes by enabling the noteholders to receive the equivalent of their bargained-for return if prepaid in a lower interest rate environment. The automatic acceleration provision simply provides that the notes need to be paid in bankruptcy, as do all other claims, unless the Bankruptcy Code's reinstatement provisions are effectively invoked. Stated different, the automatic acceleration does not mandate prepayment of the notes prior to the stated maturity of the notes. Instead, it requires that the notes must be "dealt with" in the Chapter 11 case, and the debtor has the option of continuing to perform the notes through their original stated maturity via invoking the reinstatement provisions. By deciding to pay off the notes rather than reinstate them, a debtor is making an optional decision, which invokes the make-whole due upon optional redemption. There were actually two different indentures involved, and one of them contained a reference in the acceleration provision to the payment of "premium, if any." Prior decisions (most notably Momentive, referred to below) have interpreted this as boilerplate and held that, if payment of the specific contractual Make-Whole Amount was intended, the provision should have used the defined term rather than make a generic reference. The Third Circuit disagrees, holding that "premium, if any" "leaves no doubt" that the make-whole amount must be paid upon early payment. But even more to the point, the other indenture did not even refer to "premium, if any." Doesn't matter, says the Third Circuit. The decision is 28 pages and, inevitably, more complicated and nuanced than just described. But the bottom line according to the Third Circuit is that an indenture provision referring to an optional redemption before maturity (i) refers to the contractual maturity date, (ii) is not overridden by automatic acceleration in bankruptcy, and (iii) encompasses a payment in bankruptcy because the debtor has the alternative option of reinstating the notes rather than repaying them. Nuances We are often asked whether it matters if notes are secured or unsecured. The Energy Future Holdings notes are secured. We question whether this matters, relying primarily on an older Second Circuit decision that, we think, remains good law. See In re United Merchants & Manufacturers, Inc., 674 F.2d 134 (2nd Cir. 1982). In United Merchants, the Second Circuit applied New York law to conclude that a make-whole amount on unsecured notes was an allowed claim. The Third Circuit assumed that the debtor was solvent and, therefore, could pay all of its unsecured creditors in full without regard to also paying the make-whole amount. The Third Circuit states clearly that "we do not consider whether insolvency might have affected EFIH's obligations." Again relying on United Merchants we note that the debtor was insolvent but the make-whole amount was still allowed. A make-whole amount is a contractual entitlement, whether it can be paid in full as part of a secured claim or because the debtor is solvent, or whether it is only added to the claim of an unsecured creditor against an insolvent debtor. Momentive is on appeal to the Second Circuit Court of Appeals. See In re MPM Silicones, L.L.C., case no. 15-1682 (2nd Cir. 2016). The appeal has been briefed but not adjudicated and it is possible that the Second Circuit will disagree with the Third Circuit. No prediction here, just stay tuned! About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, And Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for The second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth Amended Joint Plan of Reorganization. In May 2016, certain first lien creditors of TCEH delivered a Plan Support Termination Notice to the Debtors and the other parties to the Plan Support Agreement, notifying the parties of the occurrence of a Plan Support Termination Event. The delivery of the Plan Support Termination Notice caused the Confirmed Plan to become null and void. Following the occurrence of the Plan Support Termination Event as well as the termination of a roughly $20 billion deal to sell the Debtors' stake in Oncor Electric Delivery Co., the Debtors filed the Plan of Reorganization and the Disclosure Statement with the Bankruptcy Court on May 1, 2016. On May 11, they filed an amended joint plan of reorganization and a related disclosure statement. In June 2016, Judge Sontchi approved the disclosure statement explaining Energy Future Holdings Corp., et al.'s second amended joint plan of reorganization of the TCEH Debtors and the EFH Shared Services Debtors. On Aug. 27, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. ERIN ENERGY: Delays Filing of Third Quarter Form 10-Q ----------------------------------------------------- Erin Energy Corporation was unable to file its quarterly report on Form 10-Q for the quarterly period ended Sept. 30, 2016, within the prescribed time period because the Company requires additional time to prepare and review certain information in its financial statements. According to the Company, the delay could not be eliminated without unreasonable effort or expense. In accordance with Rule 12b-25 under the Securities Exchange Act of 1934, the Company anticipates filing its Quarterly Report no later than five calendar days following the prescribed due date. For the three months ended Sept. 30, 2016, the Company expects to report a net loss of approximately $23.5 million, compared to a net loss of $58.7 million for the same period in 2015. The Company believes that the lower net loss will result primarily from lower depreciation, depletion and amortization expenses for the three months ended Sept. 30, 2016, of approximately $18.9 million, as compared to approximately $43.3 million for the same period in 2015. About Erin Energy Houston, Texas-based Erin Energy Corporation is an independent oil and gas exploration and production company focused on energy resources in Africa. The Company's strategy is to acquire and develop high-potential exploration and production assets in Africa, and to explore and develop those assets through strategic partnerships with national oil companies, indigenous local partners and other independent oil companies. Erin Energy Corporation seeks to build and operate a strategic portfolio of high-impact exploration and near-term development projects with significant production, reserves and resources growth potential. The Company has production and exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana, Kenya and Gambia, and onshore Kenya. Erin Energy reported a net loss attributable to the Company of $451.49 million on $68.42 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $96.06 million on $53.84 million of revenues for the year ended Dec. 31, 2014. Grant Thornton LLP, Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company incurred net losses in each of the years ended Dec. 31, 2015, 2014 and 2013, and as of Dec. 31, 2015, the Company's current liabilities exceeded its current assets by $314.8 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FIVE-R EXCAVATING: Plan Filing Period Extended to Nov. 23 --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania extended Five-R Excavating, Inc.'s exclusive period to file a chapter 11 plan and disclosure statement to November 23, 2016. The Debtor contended that it needed additional time to evaluate its financial position and put forward a confirmable chapter 11 plan of reorganization. The Debtor said that it intends to continue its negotiations with the Internal Revenue Service to put forth a confirmable chapter 11 plan. The Debtor related that without an Agreement with the IRS, the Debtor could not successfully reorganize, and that it would like to explore all options prior to filing a plan or requesting conversion. About Five-R Excavating, Inc. Five-R Excavating, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa., Case No. 16-20639) on February 25, 2016. The petition was signed by Shirley Jeanne Ritenour, president. The Debtor is represented by Corey J. Sacca, Esq., at Bononi & Company, P.C. The case is assigned to Judge Gregory L. Taddonio. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. FOUNTAINS OF BOYNTON: Creditor Seeks Appointment of Ch. 11 Trustee ------------------------------------------------------------------ Creditor Hanover Acquisition 3 LLC asks the United States Bankruptcy Court for the District of Florida to appoint a Chapter 11 Trustee for the estates of Fountains of Boynton Associates, LTD. According to the motion for the appointment of a Chapter 11 Trustee, the Debtor has commingled its corporate assets, allowed its property to fall into disrepair and eschewed reporting requirements under its loan documents for years. The creditor asserts that: (a) trust cannot be reposed in the management who allows its mortgage to go unpaid while simultaneously allowing tenants to pay rent pursuant to oral agreements or other undocumented arrangements, provides services free of charge to other entities, fails to renew leases of perfectly acceptable tenants, travels excessively, ignores court orders, and allows the Debtor's property to fall into a state of disrepair; (b) the Debtor's past and present performance falls flat; (c) the Debtor's conduct, whether fraudulent or not, have necessarily eroded the community's and creditors' confidence in the Debtor; and (d) the expense of a trustee will be significantly outweighed by the benefits. Attorneys for Creditor Hanover Acquisition 3 LLC are: Courtney A. McCormick, Esq. COURTNEY A. MCCORMICK 50 N. Laura Street, Suite 3300 Jacksonville, FL 32202 Tel.: (904) 798-3200 Fax: (904) 798-3207 Email: emccormick@mcguirewoods.com -- and -- Thomas R. Walker, Esq. MCGUIREWOODS LLP 1230 Peachtree Street N.E., Suite 2100 Atlanta, GA 30309 Tel.: (404) 443-5705 Fax: (404) 443-5763 Email: trwalker@mcguirewoods.com About Fountains of Boynton Associates Fountains of Boynton Associates, Ltd., based in Boynton Beach, Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The Debtor considers itself a "single asset real estate". The Hon. Erik P. Kimball oversees the case. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. The petition was signed by John B. Kennelly, manager. The Debtor disclosed total assets of $71,421,648 and total liabilities of $53,672,029 at the time of filing. GETTY IMAGES: Bank Debt Trades at 15% Off ----------------------------------------- Participations in a syndicated loan under Getty Images Inc. Industrial is a borrower traded in the secondary market at 84.80 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.75 percentage points from the previous week. Getty Images Inc. pays 350 basis points above LIBOR to borrow under the $1.9 billion facility. The bank loan matures on Oct. 14, 2019 and carries Moody's B3 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. GRACE GEMS GALLERIA: Betancourt-Jones Buying Personalty for $40,000 ------------------------------------------------------------------- Grace Gems Galleria, LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of personal property to Grace Betancourt-Jones for $40,000. The Debtor owns assets used in the operation of its business. Those assets include these personal property: gems, beads, jewelry, findings, electronics, shelves, lights, office equipment, books and essential oils. The Debtor and the Buyer entered into a Bill of Sale of Personal Property on Sept. 30, 2016 for the purchase price of $40,000. The personal property is being sold as-is, where-is. While the purchaser is an insider, the offer was submitted in good faith and the purchase price will be paid via non-estate funds. A copy of the Bill of Sale of Personal Property and the inventory list of the personalty to be sold attached to the Motion is available for free at: http://bankrupt.com/misc/Grace_Gems_109_Sales.pdf The parties which may hold liens, claims and encumbrances against the personal property are: (i) Internal Revenue Service, (ii) Pennsylvania Department of Revenue, and (iii) Terri Imbarlina Patak. The Debtor believes, and therefore avers, that the proposed sale is fair and reasonable and acceptance and approval of the same is in the best interest of the Estate. Accordingly, the Debtor asks the Court to approve the sale of the personalty free and clear of all liens, claims and encumbrances. Counsel for the Debtor: Robert O Lampl, Esq. John P. Lacher, Esq. David L. Fuchs, Esq. Ryan J. Cooney, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Telephone: (412) 392-0330 Facsimile: (412) 392-0335 E-mail: rlampl@lampllaw.com About Grace Gems Galleria Grace Gems Galleria, LLC, sought Chapter 11 protection (Bankr. W.D. Penn. Case No. 15-24218) on Nov. 18, 2015. The petition was signed by Ronald S. Jones, president. The Debtor estimated assets in the range of $50,000 and $100,000 and $100,000 and $500,000 in debt. The Debtor tapped Robert O Lampl, Esq. as counsel. GRISHAM FARM: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Grisham Farm Products, Inc. 7364 Newkirk Road Mountain Grove, MO 65711 Case No.: 16-61149 Chapter 11 Petition Date: November 16, 2016 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Debtor's Counsel: Jonathan A. Margolies, Esq. MCDOWELL, RICE, SMITH & BUCHANAN, PC 605 W. 47th Street, Suite 350 Kansas City, MO 64112 Tel: 816-753-5400 Fax: 816-753-9996 E-mail: jmargolies@mcdowellrice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lexie Grisham, director. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mowb16-61149.pdf HELDRICH CENTER: Moody's Affirms Caa1 Rating on 2 Bonds ------------------------------------------------------- Moody's Investors Service changed the rating outlook for Middlesex County Improvement Authority, NJ's Heldrich Center Hotel Project Series 2005A and Series 2007A bonds to negative from stable. Concurrent with this rating action, Moody's affirmed the Caa1 rating assigned to the Series 2005A and Series 2007A bonds. RATINGS RATIONALE The change in rating outlook to negative is based on the hotel project's year to date September FY 2016 financial performance which suggests that internal unrestricted cash plus cash flows from operations may not be sufficient to cover the senior debt service during the next twelve months, resulting in the need for the project to draw from the senior debt service reserve fund to fill the shortfall between senior debt service and cash flows. The Caa1 rating on Middlesex County Improvement Authority, NJ's Heldrich Center Hotel Project Series 2005A and Series 2007A bonds (cusips: 596566PV5, 596566PW3, & 596566PX1) reflects chronically weak operating and financial performance of the hotel, narrow cash balances, the deferment of management fees until fiscal 2014 to improve internal cash flow, as the project has already exhausted its furniture, fixtures and equipment reserve. The rating recognizes the existence of a cash-funded 12 month debt service reserve fund which can serve to delay a senior debt service default. Based on recent financial performance and our belief that near-term future financial performance is likely to mirror these results, the likelihood of the project needing to draw on the senior debt service reserve fund of about $2 million cash has increased. Moreover, we believe that such liquidity provides the project sufficient funding to meet debt service for the next five fiscal years. An important rating consideration for the senior bonds is the acknowledgment that the subordinate bonds and junior lien bondholders, which collectively aggregate almost 75% of the total debt at year-end 2015 continue to not receive debt service payments with such amounts being deferred. However subordinate or junior lien bondholders cannot trigger a default on the senior lien bonds when cash flows are not sufficient to cover subordinate or junior lien debt service. This feature provides protection to the senior bondholders from a default and recovery perspective. That said, our rating incorporates the continuing weak financial profile of the project and the belief that a debt restructuring seems inevitable at some future point. OUTLOOK The negative rating outlook reflects the view that the continued weak financial performance increases the likelihood of the project's need to draw on the senior debt service reserve fund to meet senior debt service over the next 12 months. What could move the rating - Up In light of the negative outlook and the prospects for the project, a positive rating action is not likely in the near-term The rating could be stabilized if operating and financial performance improved to a level that enabled the project satisfy senior debt service from internal sources plus allowed for cash balances to grow on a year-over-year basis. What could move the rating - Down If there was actual draw on the senior debt service reserve fund, which in Moody's mind, increases the probability of a debt restructuring. If Moody's view concerning loss given default for the senior debt holders changes. The principal methodology used in these ratings was Generic Project Finance Methodology published in December 2010. HIGHLANDS OF MEMPHIS: Can Use Cash Collateral Until Nov. 22 ----------------------------------------------------------- Judge David S. Kennedy of the U.S. Bankruptcy Court for the Western District of Tennessee authorized The Highlands of Memphis, LLC, The Highlands of Dyersburg, LLC, and Regional Healthcare Services, LLC to use cash collateral on an interim basis, until Nov. 22, 2016. The Debtors required the immediate use of cash collateral to operate their on-going businesses and to fund interim critical cash requirements, including the payment of wages, maintenance expenses, utility expenses, rent and insurance premiums related to the facility, among other things, until such time a final hearing on their Motion can be conducted. The approved Budget provided for total expenses in the amount of $664,653 for Dyersburg. Capital Finance and FC Highlands, and its assigns, were granted replacement, postpetition security interests in and liens upon all of the Debtors' assets of the same validity, extent, priority, and type in which they hold prepetition liens or security interests. The Debtors were directed to segregate and retain all prepetition cash collateral and post-petition accounts receivable collected from the operation of their business in one or more accounts, as additional adequate protection to Capital Finance. A final hearing on the Debtor's Cash Collateral Motion is scheduled on Nov. 22, 2016 at 10:00 a.m. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/HighlandsofDyersburg2016_1630096-62.pdf Capital Finance, LLC is represented by: James B. Sowka, Esq. SEYFARTH SHAW LLP 131 S. Dearborn Street, Suite 2400 Chicago, IL. 60603-5577 FC Highlands, LLC is represented by: Joel L. Perrell, Jr., Esq. MILES & STOCKBRIDGE P.C. 100 Light Street Baltimore, MD 21202 About The Highlands of Memphis The Highlands of Memphis, LLC, d/b/a The Highlands of Memphis Health & Rehab, The Highlands of Dyersburg, LLC and Regional Healthcare Services, LLC each filed Chapter 11 petitions (Bankr. W.D. Tenn. Case No. 16-30025, 16-30096, and 16-30027, respectively), on Oct. 31, 2016. The petitions were signed by Denny R. Barnett, chief manager. The cases are assigned to Judge David S. Kennedy. At the time of filing, The Highlands of Memphis estimated assets and liabilities at $1 million to $10 million each, while Regional Healthcare Services estimated assets and liabilities at $0 to $50,000. The Highlands of Memphis is a Tennessee limited liability company whose activities are centered on the delivery of long term healthcare and skilled nursing care to individual patient residents. HILTZ WASTE: Can to Use First Ipswich Bank Cash on Interim Basis ---------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Hiltz Waste Disposal, Inc., to use cash collateral on an interim basis. The Debtor was directed to make monthly adequate protection payments to First Ipswich Bank, in the amount of $22,000, on the dates specified in the parties' loan documents. First Ipswich Bank is granted a valid, binding, enforceable and perfected replacement and continuing security interest in, and lien on, all of the Debtor's present and after-acquired prepetition and post-petition assets. First Ipswich Bank is also granted a superpriority claim as provided for in Section 507(b) of the Bankruptcy Code. A final hearing on the Debtor's Motion is scheduled on Nov. 29, 2016 at 11:45 a.m. The deadline for the filing of objections to the Debtor's Motion is set on Nov. 28, 2016 at 12:00 p.m. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/HiltzWaste2016_1613459_66.pdf About Hiltz Waste Disposal Hiltz Waste Disposal, Inc., filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-13459) on Sept. 7, 2016. The petition was signed by Deborah S. Hiltz, president. The Debtor is represented by Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP. The case is assigned to Judge Joan N. Feeny. At the time of the filing, the Debtor estimated assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. HIMA-KUNAL LLC: Court Extends Plan Filing Period to Feb. 21 ----------------------------------------------------------- Judge Dwight H. Williams, Jr. of the U.S. Bankruptcy Court for the Middle District of Alabama extended Hima-Kunal, LLC's exclusive period to file a chapter 11 plan for 90 days from the original deadline of November 23, 2016, or until February 21, 2016. The Debtor told the Court that it negotiated the sale of its hotel in Eufala, Alabama, and filed a Motion to Sell the property. The Debtor further told the Court that the purchaser was unable to complete the sale and that the Debtor has other potential purchasers that are making offers to purchase the hotel. The Debtor contended that a Chapter 11 Plan of Reorganization cannot be formulated within the initial period and that an extension of at least 90 days will allow the for the Debtor to present a confirmable Plan. About Hima-Kunal, LLC. Hima-Kunal, LLC, owner of a hotel in Eufaula, Alabama, filed a chapter 11 petition (Bankr. M.D. Ala. Case No. 16-30216) on January 27, 2016. The petition was signed by Nishil J. Patel, member. The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz Law Firm. The case is assigned to Judge Dwight H. Williams Jr. The Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million at the time of the filing. HOOPER HOLMES: Incurs $2.05 Million Net Loss in Third Quarter ------------------------------------------------------------- Hooper Holmes Inc. reported a net loss of $2.05 million on $9.75 million of revenues for the three months ended Sept. 30, 2016, compared to a net loss of $2.11 million on $9.27 million of revenues for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $7.94 million on $24.63 million of revenues compared to a net loss of $7.58 million on $22.61 million of revenues for the same period a year ago. As of Sept. 30, 2016, Hooper Holmes had $17.46 million in total assets, $18.04 million in total liabilities and a $578,000 total stockholders' deficit. Henry Dubois, president and CEO of Hooper Holmes commented, "Gross profit and adjusted EBITDA improved for the third consecutive quarter. While we have experienced a longer than usual lead time in ramping up revenue from new contracts, revenues have increased 8.9% on a year-to-date basis, compared to 2015. As top line revenue increases, along with better gross and operating margins, we expect to be generating cash flows from operations." Mr. Dubois continued, "Revenue from our top 10 Channel Partners and Clinical Research customers grew 25% in the 2016 third quarter compared to the 2015 third quarter, and 18% year-to-date on a year-over-year basis. Revenue from our top 10 Direct customers grew 17% compared to the 2015 third quarter. As a result of these trends our business in the fourt quarter 2016 is off to a good start and should compare favorably to the fourt quarter 2015. We believe this gives us a solid base on which to grow as we continue to execute our plans to improve financial performance. As 2017 begins we expect to see continued year-over-year improvements." A full-text copy of the press release is available for free at: https://is.gd/uO5C1N About Hooper Holmes Hooper Holmes, Inc., provides health risk assessment services and wellness as well as health improvement services with its acquisition of Accountable Health Solutions, Inc. (AHS). The Olathe, Kansas-based Company provides these services to individuals as part of health and wellness programs offered through corporate and government employers, and to clinical research organizations. As of June 30, 2016, Hooper Holmes had $14.62 million in total assets, $15.10 million in total liabilities and a total stockholders' deficit of $477,000. The Company reported a net loss of $10.87 million in 2015, a net loss of $8.47 million in 2014 and a net loss of $11.27 million in 2013. KPMG LLP, in Kansas City, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company's ability to continue as a going concern. ILLINOIS POWER: Incurs $66 Million Net Loss in Third Quarter ------------------------------------------------------------ Illinois Power Generating Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $66 million on $147 million of revenues for the three months ended Sept. 30, 2016, compared to a net loss of $517 million on $146 million of revenues for the same period during the prior year. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $643 million on $343 million of revenues compared to a net loss of $552 million on $420 million of revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Illinois Power had $497 million in total assets, $999 million in total liabilities and a total deficit of $502 million. At Sept. 30, 2016, the Company's liquidity consisted of $84 million of cash on hand. Due to the ring-fenced nature of IPH and Genco, cash at the IPH and Genco entities may not be moved out of these entities without meeting certain criteria. However, cash at these entities is available to support current operations of these entities. Based on current projections as of Sept. 30, 2016, the Company expects daily working capital needs and capital expenditures to be sufficiently covered by its operating cash flows and cash on hand through 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/JyTic3 About Illinois Power Illinois Power Generating Company is an electric generation subsidiary of Illinois Power Resources, LLC, which is an indirect wholly-owned subsidiary of Dynegy Inc. The Company is headquartered in Houston, Texas and were incorporated in Illinois in March 2000. It owns and operates a merchant generation business in Illinois. The Company has an 80 percent ownership interest in Electric Energy, Inc., which it consolidates for financial reporting purposes. EEI operates merchant electric generation facilities in Illinois and FERC-regulated transmission facilities in Illinois and Kentucky. The Company also consolidates its wholly-owned subsidiary, Coffeen and Western Railroad Company, for financial reporting purposes. Illinois Power reported a net loss of $563 million on $534 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $48 million on $648 million of revenues for the year ended Dec. 31, 2014. * * * As reported by the TCR on June 17, 2016, S&P Global Ratings revised its outlook on Illinois Power Generating Co. to negative from stable. At the same time, S&P affirmed the 'CCC+' corporate credit rating and 'CCC+' ratings on the senior unsecured debt. As reported by the TCR on Oct. 11, 2016, Moody's Investors Service downgraded the corporate family rating, Probability of Default rating (PD) and senior unsecured rating of Illinois Power Generating Company (Genco) to 'Ca' from 'Caa3'. The speculative grade liquidity rating is affirmed at 'SGL-4'. The rating outlook is negative. ILSUNG CORP: Completes Rehabilitation, Exits Court Receivership --------------------------------------------------------------- Ilsung Corporation on Nov. 14, 2016, announced the Termination of its Court Administered Rehabilitation and Reorganization Program. The company submitted a revised operating plan on October 12, 2016 to the Ulsan District Court. This operating plan was approved on October 27, 2016 effectively discharging Ilsung Corporation from any judicial supervision or oversight, and normalizing business operations. Ilsung Corporation, founded in July, 1984, is based in Ulsan, Korea with a satellite sales office in Houston, specializes in Oil & Gas and Power processing equipment and Module fabrication. The Commencement of the company's Rehabilitation began in April, 2012 and its Revised Rehabilitation Plan was agreed with the assembly of the related creditors and later approved by the Ulsan District Court on August 8, 2016. Despite the court protection status during the past 4 years and 7 months, Ilsung has achieved sales revenue of $75 million USD and has accomplished significant improvements to its operations by streamlining procedures to operate the company more efficiently, with less overhead and continuing to delivery extremely high-quality products, delivered on-time that are competitively priced. Ilsung successfully attracted new investment capital from UAMCO and has repaid its debts in accordance with the court approved Revised Rehabilitation Plan. These procedural steps effectively ended the Rehabilitation Procedure and court supervision. CEO, Jae-Hyuk Chang said, "I truly appreciate the tremendous effort put forth by all of our stakeholders. Diligent work from our creditors, sub-vendors, executives, and all staff members during this difficult period were instrumental in successfully completing the company's rehabilitation and normalization of operations. It is truly a touching and significant milestone for every one of us at Ilsung. Now it is time to make another great history for the new Ilsung as we celebrate our rebirth as a stronger, wiser and more efficient organization." It is expected that Ilsung, as a new independent company without any external constraints, will be a major player as a global leader in the Oil & Gas and Power industry for its world-wide clients, such as Shell, UOP, Bechtel, Fluor, CB&I, Technip, Chiyoda, KBR and many other esteemed customers. INFORMATICA CORP: Bank Debt Trades at 3% Off -------------------------------------------- Participations in a syndicated loan under Informatica Corp is a borrower traded in the secondary market at 97.50 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.45 percentage points from the previous week. Informatica Corp pays 350 basis points above LIBOR to borrow under the $1.8 billion facility. The bank loan matures on June 1, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. INSTITUTE OF CARDIOVASCULAR: Wants Feb. 14 Plan Filing Extension ---------------------------------------------------------------- Institute of Cardiovascular Excellence, PLLC, and its affiliated Debtors ask the U.S. Bankruptcy Court for the Middle District of Florida to extend their exclusive periods for filing a chapter 11 plan and disclosure statement and to solicit acceptances to the plan, to February 14, 2017 and April 17, 2017, respectively. Absent an extension, the Debtors' exclusive period to file a plan would have expired on November 16, 2016. The Debtors' exclusive period to solicit acceptances to the plan is set to expire on January 17, 2017. The Debtors relate that the sale process of the Debtors' assets is currently ongoing and the result of the sale will have a material impact on any plan. The Debtors further relate that the proposed settlement agreement with the US Government and Florida State Government, which is yet to be approved, will have a material impact on the plan as well. About Institute of Cardiovascular Excellence, PLLC. Institute of Cardiovascular Excellence, PLLC, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-01491) on April 20, 2016. The petition was signed by Asad Qamar, manager. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen, PA. The Debtor estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities at the time of the filing. Judge Jerry A. Funk presides over the case. No official committee of unsecured creditors has been appointed in the case. INTERTAIN GROUP: Moody's Affirms B2 CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Investors Service affirmed The Intertain Group Limited's B2 corporate family rating, B2-PD probability of default rating, and SGL-2 speculative grade liquidity rating. Moody's also upgraded the ratings on the company's first lien revolver and term loan to Ba3 from B2, and assigned a Caa1 rating to the proposed GBP160 million (C$266 million) second lien term loan. Moody's has withdrawn the B2 rating on the proposed GBP200 million senior secured notes as the company has terminated the issuance. The company has also cancelled the upsize of the revolver to US$35 million from US$17.5 million. The ratings outlook remains stable. Net proceeds from the second lien term loan, together with a gain from a cross-currency swap, will be used to prepay a portion of an earn-out (about C$250 million), with the balance set aside to be used against future earn-out payments. "The affirmation of the CFR considers that while Intertain's transaction will increase debt by C$266 million, the company should be able to reduce leverage (adjusted Debt/EBITDA) to about 3x from pro forma 3.5x through the next 12 to 18 months," said Peter Adu, Moody's AVP. "The first lien debt ratings were upgraded due to the loss absorption cushion provided by the new second lien term loan", added Adu. Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B2-PD Speculative Grade Liquidity, SGL-2 Ratings Upgraded: US$17.5 million First Lien Revolver due 2020, to Ba3 (LGD2) from B2 (LGD3) US$273 million First Lien Term Loan B due 2022, to Ba3 (LGD2) from B2 (LGD3) Rating Assigned: New GBP160 million second lien term loan due 2023, Caa1 (LGD5) Rating Withdrawn: GBP200 million secured notes due 2022, WR Outlook: Remains Stable RATINGS RATIONALE Intertain's B2 CFR is primarily driven by its limited operating track record in the online gaming industry, acquisition growth orientation, high business risk, small scale and limited product and geographic diversity (mostly online bingo in the UK). These factors are mitigated by its moderate leverage (pro forma adjusted Debt/EBITDA) of 3.5x (4.7x including remaining earn-out payments), good free cash flow generation, concentration of operations in regulated markets and good industry growth prospects. Moody's considers Intertain's liquidity to be good (SGL-2). This is supported by cash of C$104 million at Q3/2016 (including C$37 million reserved for earn-out payments), Moody's expectation of positive free cash flow of about C$100 million for the next 4 quarters, full availability under its US$17.5 million revolving credit facility that matures in April 2020, and about C$70 million of proceeds from early termination of a currency swap. These sources are more than sufficient to cover annual term loan amortizations of about C$43 million and C$142 million of earn-out payments due in June 2017. Intertain will be subject to a springing maximum leverage covenant which Moody's does not expect it to be triggered in the next 4 quarters. Intertain has limited ability to generate liquidity from asset sales as its assets are encumbered. The stable outlook reflects Moody's expectation that Intertain will use its strong free cash flow to improve its leverage through the next 12 to 18 months. The rating could be upgraded if Intertain demonstrates a longer track record of managing its operations, while sustaining adjusted Debt/EBITDA below 4x (currently 3.5x) and EBIT/Interest above 4x (currently 1.8x). The rating could be downgraded if adjusted Debt/EBITDA is sustained above 5x and EBIT/Interest below 2x. A material deterioration in liquidity would also cause a downgrade. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. The Intertain Group Limited, headquartered in Toronto, is an online gaming holding company that provides bingo, casino and other games to a global consumer base, with a focus on online UK bingo. Revenue for the twelve months ended Sept. 30, 2016, was about C$498 million. The company holds gambling licenses in Malta, Gibraltar, the UK and Spain. INTERVENTION ENERGY: Fails to Comply with Stipulation, EIG Says --------------------------------------------------------------- EIG Management Company, LLC, asks the Delaware bankruptcy court to compel Intervention Energy Holdings, LLC and Intervention Energy, LLC to comply with the terms of a stipulation, including by producing documents and information EIG has reasonably requested, and otherwise cooperating with EIG, in connection with the anticipated assignment of 100% of the equity in IE LLC to EIG. The assignment was slated for November 15, 2016. EIG explains that the Debtors are not honoring their obligations under the "Stipulation and Order Regarding Resolution of Certain Issues in the Chapter 11 Cases" to work cooperatively and in good faith with EIG to carry out the terms of the Stipulation. Among other things, the Debtors have ignored EIG's reasonable and repeated requests to provide certain documents and information related to the anticipated assignment of 100% of the equity in Intervention Energy, LLC to EIG on November 15, 2016, pursuant to the Stipulation. EIG contends that the Court should enforce the terms Stipulation and compel the Debtors to comply with its terms and, specifically, to communicate and cooperate with EIG on an ongoing basis in connection with the anticipated transfer of ownership of IE LLC. Among other things, the Stipulation establishes a framework and timeline whereby the Debtors are required to either indefeasibly satisfy Obligations to EIG in full, in cash, or the Equity Assignment will automatically become effective, and the automatic stay will terminate as to EIG, no later than November 30, 2016 -- and possibly as early as November 15, 2016. According to EIG, the Stipulation resolved various disputes between the Debtors and EIG in these chapter 11 cases, and provided the Debtors an opportunity to locate financing and expediently resolve these cases by satisfying the Debtors' obligations to EIG in full. The Debtors and EIG vigorously negotiated the terms of the Stipulation. As part of such negotiations, EIG bargained for, and the Debtors agreed to, certain carefully crafted protections designed to maximize the value of the enterprise and provide for a smooth transition of the ownership of IE LLC to EIG if the Debtors fail to obtain the financing contemplated in the Stipulation. "Recognizing that transferring ownership of IE LLC -- a business that must continue to operate to maximize value (unlike a vehicle, for example, where the owner can simply hand over the keys in a foreclosure scenario) -- would require planning and mutual cooperation among EIG and the Debtors, EIG negotiated language in the Stipulation requiring the Debtors to work cooperatively and in good faith to ensure a smooth transition of ownership of IE LLC as is anticipated to occur on November 15," EIG says. EIG also has a pending request to dismiss the chapter 11 case of IE LLC following the anticipated effectiveness of the Equity Assignment. EIG Management Company, LLC, is the administrative agent under a Note Purchase Agreement, dated as of January 6, 2012 , and appeared on behalf of EIG Energy Fund XV, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XV-B, L.P., and EIG Energy Fund XV (Cayman), L.P., as noteholders under the Note Purchase Agreement. Co-Counsel to EIG Management Company, LLC, and Affiliated Funds and Entities: Domenic E. Pacitti, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 - and - Morton Branzburg, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, PA 19103 Telephone: (215) 569-2700 Facsimile: (215) 568-6603 - and - Paul M. Basta, Esq. Chad J. Husnick, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - Judson Brown, Esq. KIRKLAND & ELLIS LLP 655 Fifteenth Street, N.W. Washington, D.C., 20005 Telephone: (202) 879-5000 Facsimile: (202) 879-5200 - and - Brian E. Schartz, Esq. KIRKLAND & ELLIS LLP 600 Travis Street, Suite 3300 Houston, TX 77002 Telephone: (713) 835-3600 Facsimile: (713) 835-3601 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. INTERVENTION ENERGY: Nov. 22 Hearing on Bid to Extend Exclusivity ----------------------------------------------------------------- The Delaware bankruptcy court will hold a hearing on Nov. 22, 2016, to consider Intervention Energy Holdings, LLC's request to extend the exclusivity periods for the filing and solicitation of acceptances of a Chapter 11 Plan. EIG Energy Fund XV-A, L.P. has objected to the extension request. The Debtors' Exclusive Filing Period and the Solicitation Period were set to expire on September 16, 2015 and November 16, 2016, respectively. The Debtors request a 105-day extension of each, which, if granted, would extend the Exclusive Filing Period through December 31, 2016, and the Solicitation Period through March 1, 2017. The Debtors' Extension Motion, filed in September, narrated that on May 20, 2016, the Debtors filed a Motion for Interim and Final Orders (A) Authorizing Debtors' Use of Cash Collateral, (B) Granting Adequate Protection, and (C) Scheduling a Final Hearing. On August 9, 2016, the Court entered the Final Order (A) Authorizing Use of Cash Collateral, (B) Granting Liens and Providing SuperPriority Administrative Expense Status, (C) Granting Adequate Protection, and (D) Modifying Automatic Stay. On May 24, 2016, EIG Energy Fund XV-A, L.P. filed a Motion to Dismiss the Chapter 11 Cases. The Motion to Dismiss was resolved pursuant to a Stipulation and Order that was approved by the Court on August 9, 2016. The Stipulation allows the Debtors until November 15, 2016 to obtain a Qualified Financing Commitment and until November 30, 2016 -- the "Outside Date" -- for the closing of such transaction for the satisfaction of all EIG Obligations. At the June 7, 2016, hearing on the Motion to Dismiss, the Court stated "that it's not my intention to extend the exclusive period beyond the initial 120-day period. . . And my strong suggestion to the debtor, at least as the circumstances stand today, would be not to even ask for an extension of that time frame." Since that June 7, 2016 hearing, the Debtors and EIG have resolved the Motion to Dismiss and Cash Collateral-related issues. The Debtors explained they are seeking an extension of the Exclusivity Periods consistent with the path forward agreed to between EIG and the Debtors, which provides time for the Debtors to seek a refinancing transaction that would satisfy the EIG Obligations in full on or before the Outside Date of November 30, 2016, and permit some additional time to finalize the formulation of and file a plan. The Debtors at that time they were actively in discussions with potential lenders and will continue that process before the Debtors will reach a point where they could develop and propose a plan in these chapter 11 cases. Under the Stipulation approved by the Court, the Debtors do not anticipate an unduly long and drawn out bankruptcy process. Rather, the Stipulation only provides the Debtors until November 30, 2016 to close on a refinancing transaction. The Debtors are continuing to work diligently with the various potential lenders and the Debtors believe that the modest extension will allow them sufficient time to determine the appropriate next steps in these cases. EIG Management Company, LLC -- the administrative agent under a Note Purchase Agreement, dated as of January 6, 2012 and on behalf of EIG Energy Fund XV, L.P., EIG Energy Fund XV-A, L.P., EIG Energy Fund XV-B, L.P., and EIG Energy Fund XV (Cayman), L.P., as noteholders under the Note Purchase Agreement -- tells the Court that given the framework of the Stipulation, there is no circumstance in which the Debtors would actually need, or materially benefit from, an extension of exclusivity. EIG filed its objection on Oct. 28. It also filed a motion to dismiss the case. According to EIG, "the Stipulation simply provides a framework and timetable for either the satisfaction of EIG's claim against the Debtors in full, in cash, or the automatic effectiveness of the Equity Assignment, by either November 15th or November 30th. Nothing has materially changed with respect to the substantive concerns that EIG has raised throughout these cases regarding the Debtors' ability to obtain financing, avoid administrative insolvency, and navigate a path forward in chapter 11. The Debtors have not satisfied the EIG Obligations in full, and the Outside Date has not yet occurred." "Meanwhile, if anything, the Debtors’ prospects for effecting a viable reorganization have only diminished as these cases have proceeded. As these cases have proceeded, market conditions have remained relatively flat and have not come close to improving enough to significantly increase the value of the Debtors' assets. Since the Petition Date, the spot and five-year forward average prices for WTI crude oil have increased by less than 5% and 10%, respectively. Meanwhile, EIG projects that the EIG Obligations will total at least $160 million as of November 15, 2016 (i.e., the first date on which the Equity Assignment may become effective under the Stipulation). Moreover, these chapter 11 cases remain essentially a two-party dispute between the Debtors and EIG -- not the type of matter for which the chapter 11 process was designed. Thus, the concerns that presumably informed the Court's stated intention not to extend exclusivity in these chapter 11 cases have not been resolved, and if anything have become more acute since the June 7 Hearing." 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. INTREPID POTASH: Intrepid Holds 15.3% Stake as of Nov. 8 -------------------------------------------------------- Intrepid Production Corporation disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of Nov. 8, 2016, it beneficially owns 11,734,122 shares of common stock, $0.001 par value, of Intrepid Potash, Inc., which represents 15.3 percent of the shares outstanding. Robert P. Jornayvaz III also reported beneficial ownership of 12,366,135 common shares. On Nov. 4, 2016, IPC purchased 47,210 shares of Common Stock at an average price of $1.08993 per share, for aggregate consideration of $51,455. On Nov. 8, 2016, RPJ received a grant of 461,977 shares of restricted Common Stock from the Company in connection with his employment by the Company. The shares are subject to vesting conditions. A full-text copy of the regulatory filing is available at: https://is.gd/Lncu5J About Intrepid Intrepid Potash -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash and supplied approximately 9% of the country's annual consumption in 2015. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio(R), which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. After the idling of its West mine in July 2016, Intrepid's production will come from three solar solution potash facilities and one conventional underground Trio(R) mine. As of June 30, 2016, Intrepid had $600 million in total assets, $203 million in total liabilities and $396 million in total stockholders' equity. The Company reported a net loss of $525 million in 2015 following net income of $9.76 million in 2014. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company anticipates that due to current market conditions, they may not meet their current debt covenant requirements in 2016, which could result in the acceleration of debt maturities and other remedies pursuant to the terms of the debt. These matters raise substantial doubt about their ability to continue as a going concern. ITT EDUCATIONAL: Nantahala No Longer Owns Shares as of Oct. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Nantahala Capital Management, LLC, Wilmot B. Harkey and Daniel Mack disclosed that as of Oct. 31, 2016, they have ceased to be beneficial owners of shares of common stock, $.01 par value, of ITT Educational Services, Inc. A full-text copy of the regulatory filing is available for free at https://is.gd/yb5UKf About ITT Educational ITT Educational Services, Inc., is a proprietary provider of post-secondary degree programs in the United States based on revenue and student enrollment. As of Dec. 31, 2015, ITT was offering: (a) master, bachelor and associate degree programs to approximately 45,000 students at ITT Technical Institute and Daniel Webster College locations; and (b) short-term information technology and business learning solutions for individuals. ITT Educational and its subsidiaries ESI Service Corp. and Daniel Webster College, Inc. ceased operations and commenced bankruptcy proceedings by filing voluntary petitions for relief under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Ind.) on Sept. 16, 2016. J. CREW: Bank Debt Trades at 29% Off ------------------------------------ Participations in a syndicated loan under J. Crew is a borrower traded in the secondary market at 71.31 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 5.29 percentage points from the previous week. J. Crew pays 300 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Feb. 27, 2021 and Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. JHB #052 LLC: Case Summary & 7 Unsecured Creditors -------------------------------------------------- Debtor: JHB #052 LLC P.O. Box 11211 Alexandria, VA 22312 Case No.: 16-13915 Chapter 11 Petition Date: November 16, 2016 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Robert G. Mayer Debtor's Counsel: Stephen E. Leach, Esq. HIRSCHLER FLEISCHER, PC 8270 Greensboro Drive, Suite 700 Tysons Corner, VA 22102 Tel: 703-584-8902 Fax: 703-584-8901 E-mail: sleach@hf-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dale Weed, managing member. A copy of the Debtor's list of seven unsecured creditors is available for free at http://bankrupt.com/misc/vaeb16-13915.pdf JOAQUIN SILER: Sale of Oil Fields Property for $90,000 Approved --------------------------------------------------------------- Judge S. Martin Teel, Jr. of the the U.S. Bankruptcy Court for the District of Columbia authorized Joaquin Bernard Siler to sell real property located at 6751 High Knob Road, Old Fields, West Virginia, to Joseph R. and Leiloni M. Stainsby for $89,500. The sale of the Land is free and clear of all liens, claims and encumbrances. Except as otherwise provided in the Order, any liens, claims and encumbrances on the Land will exclusively attach to the proceeds of such sale and will retain the same validity and priority as they had (if any) prior to such sale, provided, however, in the absence of timely objection, these will be paid at Closing: the standard, typical, regular and routine costs associated with a commercially reasonable closing of similar sale on similar terms, except as otherwise agreed between the Debtor and Buyers. The Order will be effective immediately upon entry pursuant to Bankruptcy Rule 7062 and 9014, and no automatic stay of execution, pursuant to Bankruptcy Rule 6004(h) applies with respect to the Order. Joaquin Bernard Siler sought Chapter 11 protection (Bankr. D.D.C. Case No. 15-00246) on May 1, 2015. KEY ENERGY: Court Allows Cash Collateral Use on Final Basis ----------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware entered a final order authorizing Key Energy Services, Inc. and its affiliated debtors to use cash collateral. The Debtors are indebted to: (1) Cortland Capital Market Services, LLC, as Term Loan Agent, and the Term Loan Lenders, in an amount not less than $288,875,998, plus accrued and unpaid interest, additional fees, costs, and expenses; and (2) Bank of America, N.A., as ABL Administrative Agent and co-collateral agent, Wells Fargo Bank, National Association, as co-collateral agent, and the ABL Lenders, in the aggregate principal amount of not less than $38,526,688, plus accrued and unpaid interest and fees, additional fees, costs and expenses, and all outstanding Secured Bank Product Obligations. The Term Loan Obligations are secured by first priority security interests in and liens on the Term Loan Priority Collateral, which include cash deposits in the TL Proceeds and Collateral Account, and second priority security interests in and liens on the ABL Priority Collateral, which include collections from the Debtors' accounts receivable and other ABL Priority Cash Collateral other than the ABL Priority Cash Collateral held in an account with Bank of America, which secures certain reimbursement obligations in respect of letters of credit issued pursuant to ABL Documents. The ABL Obligations are secured by first priority security interests and liens on the ABL Priority Collateral, which include cash collections from the Debtors' accounts receivable and the Segregated Cash, and second priority security interests in and lines on the Prepetition Term Loan Priority Collateral. Judge Shannon acknowledged that a critical need exists for the Debtors to continue to use their Cash Collateral for working capital purposes, other general corporate purposes of the Debtors, and the satisfaction of costs and expenses of administering the Chapter 11 cases. The approved Budget covers a 13-week period, beginning on the week ending October 30, 2016 and ending on the week ending January 22, 2017. The Budget provides for total operating cash disbursements in the amount of $106,567,000. The Term Loan Agent, for the benefit of the Term Loan Secured Parties, and the ABL Administrative Agent, for the benefit of the ABL Secured Parties, are granted valid, binding, continuing, enforceable, fully protected, senior security interests in and liens on any and all tangible and intangible pre- and postpetition property of the Debtors, and their proceeds, subject to the Carve-Out and the Permitted Liens. Judge Shannon held that the Secured Party Adequate Protection Obligations due to the Term Loan Secured Parties and the ABL Secured Parties will constitute allowed superpriority administrative expense claims. The Debtors are directed to make adequate protection payments to the Term Loan Agent consisting of: (1) to the extent not already received pursuant to the Interim Order, cash payment for all accrued but unpaid pre-petition fees, interest at the non-default contract rate and other amounts payable under the Term Loan Documents; and (2) current cash payments as and when due of interest at the non-default contract rate and all other amounts that become payable under the Term Loan Documents from the Petition Date through the Plan Effective Date. The Debtors are also directed to make adequate protection payments to the ABL Administrative Agent, consisting of: (1) to the extent not already received pursuant to the Interim Order, cash payment of all accrued but unpaid pre-petition fees, interest at the non-default contract rate, the Honored Letter of Credit Interest Rate,and any other amounts payable under the ABL Documents; and (2) current cash payment in an amount equal to current payment of letter of credit fees, fronting fees, interest at non-default contract rate, and all other amounts payable under the ABL Documents. The Debtors' use of cash collateral will end, among other things, on the date that is the earliest of: (1) the Plan Effective Date; (2) the date a sale of substantially all of the Debtors' assets is consummated; and (3) with respect to the consent of the Term Loan Agent and Consenting Term Loan Lenders to the proposed use of Cash Collateral, the Outside Date, and with respect to the consent of the ABL Administrative Agent and Requisite ABL Lenders to the proposed use of cash collateral, the earlier of 75 days after the Petition Date and January 15, 2017. A full-text copy of the Final Order, dated November 14, 2016, is available at http://bankrupt.com/misc/KeyEnergy2016_1612306bls_158.pdf A full-text copy of the approved Budget, dated November 14, 2016, is available at http://bankrupt.com/misc/KeyEnergy2016_1612306bls_158_1.pdf Cortland Capital Market Services, LLC can be reached at: Joanna Anderson 225 West Washington Street, Suite 2100 Chicagom IL 60606 Cortland Capital Market Services, LLC is represented by: Eli J. Vonnegut, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Email: eli.vonnegut@davispolk.com Bank of America, N.A. can be reached at: Brandon Watkins BANK OF AMERICA MERRILL LYNCH BANK OF AMERICA, N.A. 901 Main Street Dallas, TX 75202 Email: brandon.watkins@baml.com Bank of America, N.A. is represented by: Richard Levy, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 E-mail: richard.levy@lw.com About Key Energy Services Headquartered in Houston, Texas, Key Energy, Inc. claims to be the largest domestic onshore, rig-based well servicing contractor based on the number of rigs owned. The Company, which currently has approximately 2,900 employees, provides a full range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies including Chevron Texaco Exploration and Production. Key was organized in April 1977 and commenced operations in July 1978 under the name National Environmental Group, Inc. In December 1992, the Company's name was changed to "Key Energy Group, Inc." and then was subsequently changed to "Key Energy Services, Inc." in December 1998. The Debtors own approximately 880 rigs of various sizes, approximately 2,500 trucks and similar vehicles, and thousands of pieces of other equipment related to their businesses. The Debtors also own more than 135 pieces of real estate, including, among other things, various permitted disposal wells for disposal of saltwater and other fluid byproducts. In addition, the Debtors own certain patents and other intellectual property. Each of Misr Key Energy Investments, LLC, Key Energy Services, Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-12305, 16-12306, 16-12307, and 16-12308) on Oct. 24, 2016. The petitions were signed by Marshall J. Dodson, chief financial officer, senior vice president and treasurer. Key's other domestic and foreign subsidiaries are not part of the bankruptcy filing. As of the second quarter of 2016, the Company had approximately $1.13 billion in total assets and approximately $1 billion in aggregate funded debt. As of the date of the Petition Date, the Debtors hold approximately $29.8 million in encumbered, unrestricted cash. The Debtors currently have approximately $13.4 million of trade debt and other debt owed to general unsecured creditors, as disclosed in court papers. The Debtors have hired Sidley Austin LLP as general bankruptcy counsel; Young, Conaway, Stargatt & Taylor, LLP, as Delaware counsel; PJT Partners LP as investment bankers; Alvarez and Marsal North America, LLC, as financial advisors; and Epiq Bankruptcy Solutions, LLC, as notice, claims, solicitation and voting agent. KID'S FIRST: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Nov. 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Kids First Enrichment Center, LLC. The Debtor is represented by: Brian L Davis, Esq. Davis Law Firm, PLLC 254 Court Avenue, Suite 300 Memphis, TN 38103 Tel: 662-393-8542 Email: davislaw@davislawfirmpc.com About Kids First Enrichment Center Kids First Enrichment Center, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-28149) on September 6, 2016. The petition was signed by Harry L. Smith, member. The case is assigned to Judge David S. Kennedy. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. KLN STEEL: Court Allows Use of Frost Bank Cash on Interim Basis --------------------------------------------------------------- Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized KLN Steel Products Company, LLC, to use Frost Bank's cash collateral on an interim basis. Judge Jernigan acknowledged that an immediate and critical need exists for the Debtor to obtain funds in order to continue the operation of its business, which is the manufacturing of wood and metal beds. She further acknowledged that without immediate access to the funds, the Debtor will not be able to pay its operating expenses and obtain services needed to carry on its manufacturing business through KLN Manufacturing, LLC, in a manner that will avoid irreparable harm to the Debtor's estate. The approved four-week Budget covers the month of November 2016, provides for total disbursements in the amount of $160,465 for the first week, $173,841 for the second week, $200,000 for the thrid week, and $319,859 for the fourth week. Substantially all of the Debtor and KLN Manufacturing's assets are subject to the pre-petition liens of Frost Bank, which include liens on accounts, general intangibles, instruments, monies, payments and other rights arising out of their respective GSA contracts. Frost Bank is granted valid, binding, enforceable, and perfected replacement liens coextensive as to types of collateral and of the same priority with the Bank's prepetition liens in all currently owned or after acquired property and assets of the Debtor. Frost Bank is also granted a super-priority administrative expense claim, to the extent the adequate protection granted is insufficient to adequately protect any diminution in value of the Bank's prepetition interests in the prepetition collateral and cash collateral. The final hearing on the Debtor's Motion is scheduled on Nov. 28, 2016 at 1:30 p.m. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/KLNSteelProducts2016_1634323sgj11_29.pdf About KLN Steel Products Company KLN Steel Products Company, LLC, filed a chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34323) on Nov. 2, 2016. The petition was signed by Kelley O'Donnell, president. The Debtor is represented by Frank Jennings Wright, Esq., at Coats Rose, P.C. The case is assigned to Judge Stacey G. Jernigan. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. LD INTERMEDIATE: Moody's Assigns B3 CFR & Rates $30MM Facility B2 ----------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to LD Intermediate Holdings, Inc. (U.S.) (dba LDiscovery), including a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. Moody's also assigned B2 ratings to the company's proposed $30 million first-lien revolving credit facility and $340 million first lien Term Loan, and a Caa2 rating to its new $125 million second-lien term loan. Proceeds from the new term loan, as well as $88 million of new cash common equity from the Carlyle Group ("Carlyle"), will be used to facilitate LDiscovery's $410 million purchase of Kroll Ontrack, repay $99 million of existing LDiscovery debt, allocate incremental cash to the balance sheet, and pay $25 million of transaction fees. The rating outlook is stable. Assignments: Issuer: LD Intermediate Holdings, Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st lien Bank Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd lien Bank Credit Facility, Assigned Caa2 (LGD5) Outlook Actions: Issuer: LD Intermediate Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE The B3 CFR reflects high, approximately 6.5 times pro-forma adjusted debt-to-EBITDA leverage (including Moody's standard adjustments, primarily a $22 million capitalized lease adjustment to debt), and integration risks surrounding LDiscovery's acquisition of a weakly performing, lower-margin target company more than twice its size. The ratings take into account the strong market demand for electronic discovery -- processes by which electronic data is sought, located, searched, and analyzed, with the intent of using it as evidence in civil, criminal, or investigative cases. But while the market has been growing at double-digit rates, it is intensely competitive, marked by consolidation, declining prices, and substantial ongoing capital expenditures necessary for e-discovery vendors to add functionality that can keep pace with the explosive growth of digital information. Despite its small, absolute scale (revenues for the combined company will run at approximately $300 million), LDiscovery is the industry's number-two player behind DTI Inc., which, as a result of its acquisition of Epiq Systems earlier this year, is roughly three times the size of LDiscovery. The ratings are supported somewhat by geographic and product diversity afforded by the acquisition of Kroll Ontrack, about a quarter of whose $211 million in revenues is generated from data recovery and destruction services, which LDiscovery at present does not provide. Kroll Ontrack also generates close to a third of its revenues from outside the Americas, while LDiscovery at present operates solely within the U.S. Even though pricing trends abroad are more favorable, Kroll Ontrack's international operations have significantly lower margins than the rest of its business, while margins in data recovery (about a quarter of Kroll Ontrack's revenues) are strong. In recent years, both companies have seen distinctly downward trends in profitability, particularly at the gross margin level. In Moody's view, the negative trends suggest that the cost of processing, reviewing, and analyzing data has not declined at the same pace as the competition-induced decline in selling prices that e-discovery providers are able to command. Moody's also takes into account the pressures added by the segment's capital expenditure requirements, as vendors are compelled to add e-discovery functionality, such as machine-learning and culling technologies and predictive coding, in order to stay competitive and to handle the growth of information. Moody's views LDiscovery's liquidity as adequate, with a roughly $27 million opening cash balance, annual free cash flows over the next couple of year of approximately $20 million, and a relatively small revolving credit facility. The company is required to make estimated earnout payments of $13 million related to Carlyle's 2015 LBO of LDiscovery in early 2017 and early 2018. The stable outlook reflects Moody's expectations for muted, low-single digit revenue growth and minimal margin improvement as Kroll Ontrack is integrated, the combination of which provides for deleveraging of about half-turn over the next year. The ratings could be downgraded if earnings deteriorate from failure to successfully integrate Kroll Ontrack's operations, particularly if the company cannot realize planned cost savings and synergy benefits in a timely fashion, or if revenue growth unexpectedly declines. The ratings could also be downgraded if LDiscovery's liquidity deteriorates or if Moody's expects that debt-to-EBITDA leverage (Moody's adjusted) will rise to above 7.5 times. Moody's would consider an upgrade if LDiscovery's revenues rise by mid- to high-single digit percentages while profit margins improve, leading to debt-to-EBITDA measure sustained below 6.0 times, and while liquidity remains adequate. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Maclean, VA-based LDiscovery provides electronic-discovery services to corporations, law firms, and government agencies, in support of their litigation efforts. With the expected late-2016 acquisition of competitor Kroll Ontrack, the combined company will generate 2017 revenues approaching $320 million. As the result of a 2015 LBO, LDiscovery is majority-owned by The Carlyle Group. LEARNING ENHANCEMENT: JZA Buying Assets for $630,000 ---------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Nov. 21, 2016 at 10:00 a.m. to consider Learning Enhancement Corp.'s and its affiliates' bidding procedures in connection with the sale of tangible and intangible assets to JZA Holdings, Inc., or its designee or assignee for $630,000, subject to higher and better offers. Learning Enhancement Corp. ("LEC") executed that certain secured promissory note in favor of Fifth Third Bank (Chicago) in the original principal amount of $450,000. The Note is secured by, inter alia, liens on the Assets evidenced by that certain Security Agreement executed by the Debtor in favor of Fifth Third which provides a first priority lien and security interest in substantially all of LEC's assets. Prior to the Petition Date, the Buyer acquired Fifth Third's rights and interest in the Fifth Third Loan and the Fifth Third Liens through the purchase of the Note from Fifth Third. Concurrently with the Motion, the Debtors filed their Motion for Interim and Final Orders (I) Authorizing the Debtors to Obtain Post-petition Financing; (II) Scheduling a Final Hearing; and (III) Approving Notice Procedures ("DIP Motion"). Pursuant to the DIP Motion and its exhibits, the Buyer intends to make a 23,000 secured debtor-in-possession loan ("DIP Loan") to the Debtors. The Debtors are filing their Application for Order Authorizing Official Debtors of Unsecured Creditors to Retain and Employ The Skutch Arlow Group, LLC as Chief Restructuring Officer concurrently with the Motion. In light of the relatively low valuation of the assets as well as the limited market for the assets, Skutch has designed a marketing plan to maximize the exposure of the assets to potential parties that may be interested in purchasing the assets subject to the requirements of the Bidding Procedures. Pursuant to the marketing plan, and as allowed by the financial budget allotted to Skutch for marketing the assets, Skutch will market the Assets through several different methods. Subject to the approval of the Court, the Debtors will enter into a Purchase Agreement with the Buyer for the purchase of the assets. Certain details of the Purchase Agreement are still being worked out, but will be filed prior to the hearing on the Motion. The primary terms of the Purchase Agreement are: a. Buyer: JZA Holdings, Inc., or its assigns or nominees. b. Seller: Learning Enhancement Corp. and The BrainWare Co. c. Purchase Price: $630,000 ("Stalking Horse Bid"); consisting of: $542,000 Credit Bid of the Fifth Third Loan; $23,000 credit bid of the DIP Loan; and $65,000 cash. d. Deposit: $30,000 cash e. Acquired Assets: Substantially all tangible and intangible property of the Debtors. f. Assumed Liabilities: None. g. Closing: Within 14 days of the entry of an order of the Court approving Purchase Agreement. h. Bid Protections: The Buyer's bid for the assets will be subject to higher and better bids, and if bids meeting certain criteria are received, the Auction will be held. If an alternative deal is approved and consummated, the Buyer may be entitled to the Break-Up Fee in the amount of $15,750 (2.5% of the Stalking Horse Bid). The initial overbid for the Assets must be $20,000 higher than the Stalking Horse Bid (i.e. $650,000 or higher). Following the initial overbid, the minimum bid increment will be $10,000 or higher. In order to ensure that value is being maximized, the Debtors have provided that the Purchase Agreement be subject to higher and better offers submitted pursuant to the requirements in the Bidding Procedures for initial overbid, minimum bid increment, and the Break-Up Fee. The Bidding Procedures are designed to govern the process. The salient terms of the Bidding Procedures are: a. Assets to be Sold: The Debtors are offering for sale, substantially all of their tangible and intangible assets. b. Timing and Location of Auction: The Auction will be conducted on Jan. 5, 2017 at 10:00 a.m. at the offices of Goldstein & McClintock LLLP, 208 South LaSalle Street, Suite 1750, Chicago, Illinois. c. Bid Deadline: Jan. 3, 2017 at 4:00 p.m. (CST). d. Stalking Horse Minimum Bid: $630,000 e. Deposit: $32,500 (5% of the Stalking Horse Minimum Bid) f. Minimum Bid and Bid Increments: The initial overbid will be $20,000 over the Initial Bid (i.e., $650,000). Following the Minimum Bid, the auction will continue in bid increments of $10,000 or higher. g. Procedures for the Auction: The Auction will be conducted in accordance with commercially reasonable procedures to be established by counsel to the Debtors, in the Debtors' discretion, including, without limitation, relating to the Minimum Bidding Increments and other matters. h. Sale Hearing/Status Hearing: Jan. 9, 2017 i. Break-Up Fee: If JZA is not the Successful Bidder at the Auction and an alternate transaction is approved by the Court and consummated, JZA will become entitled to a break-up fee in the amount of $15,750 (2.5% of the Stalking Horse Minimum Bid). j. Closing of Sale: Closing of the sale of the assets to the Successful Bidder will occur no later than 14 days following entry by the Court of the Final Sale Order. The Closing Date may be extended by prior written agreement of the Debtors and the Successful Bidder. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Learning_Enhancement_13_Sales.pdf The Bid Protection, contained within the Bidding Procedures, are proper and necessary in order to ensure that overbids from alternative bidders beyond the Stalking Horse Bid are sufficient to cover the Break-Up Fee due to the Buyer if the Stalking Horse Bid is not the Successful Bid as well as to cover costs to the estate of the Debtors for running the auction to sell the Assets. The Debtors therefore asks the Court to approve the Bidding Procedures at the initial hearing on the Motion. The sale of the assets free and clear of any lien, claim, or interest contemplates the assumption of a number of executory contracts, and the subsequent assignment of the Assigned Contracts to the Buyer. The Debtors will serve the Auction and Sale Notice upon each of the counterparties to the Assigned Contracts, along with the "cure amounts" the Debtors believe each counterparty is owed. Therefore, as part of the final order to be entered approving the Sale, the Debtors request approval, under 11 U.S.C. Section 365, for the assumption and assignment of the Assigned Contracts to the Buyer. The Debtors also respectfully ask that the Court schedule the Auction, approve the notices associated with the Sale and Auction, and schedule the Final Hearing. The Debtors thus request that the court set (i) an Auction date of Jan. 5, 2017 and (ii) a Final Hearing on Jan. 9, 2017 (to approve the Sale of the Assets to the Successful Bidder) or as soon thereafter as possible. In order to maximize value for the estate, the Debtors believe that it is crucial to sell the assets. They thus believe that the sale proposed, including the proposed Auction and Bidding Procedures, will provide the maximum possible recovery to the Debtors' estates. Accordingly, the Debtors respectfully submit that the sale-related relief proposed reflects a sound exercise of its business judgment and should be approved. About Learning Enhancement Learning Enhancement Corp. sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-35537) on Nov. 7, 2016. Judge Jack B. Schmetterer is assigned to the case. The petition was signed by Roger Stark, CEO. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Matthew E. McClintock, Esq. and Sean P Williams, Esq. at Goldstein & McClintock LLLP as counsel. LIME ENERGY: Common Stock Delisted from NASDAQ ---------------------------------------------- The NASDAQ Stock Market LLC filed with the Securities and Exchange Commission a Form 25 notifying the removal from listing or registration of Lime Energy Co.'s common stock on the Exchange. About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com/-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $4.44 million on $113 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $5.60 million on $58.8 million of revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Lime Energy had $46.2 million in total assets, $40.6 million in total liabilities, $11.40 million in contingently redeemable series C preferred stock, and a $5.76 million total stockholders' deficiency. LINDENHURST PARK: Moody's Raises Rating on GO Bonds to Ba3 ---------------------------------------------------------- Moody's Investors Service has upgraded to Ba3 from B1 the rating on Lindenhurst Park District, IL's general obligation (GO) bonds. Concurrently, Moody's has revised the outlook from positive to stable. The rating affects $3.9 million in outstanding rated debt. The upgrade to the Ba3 rating reflects a much diminished risk of default on near term debt service payments following management's decision to fully levy for current year debt service costs. The rating action also incorporates the district's improving but still very weak financial position, moderate debt and pension burdens, and a relatively wealthy tax base. The rating further considers expected receipt of state grant funds for project costs already expended, offset by uncertainty about the district's future levying practices and the possibility that liquidity stress could reemerge. Rating Outlook The stable outlook reflects Moody's expectation that the district's credit quality will not further deteriorate given recent changes by management to restore structural balance and potential improved liquidity in the near term upon receipt of state grant funds. Factors that Could Lead to an Upgrade Significant improvements in the district's liquidity position across all funds that eliminates the need for cash flow borrowing Improved management practices, including enhanced monitoring of cash flows Additional revenue or expenditure adjustments that successfully sustain balanced operations annually Factors that Could Lead to a Downgrade Additional operating deficits with further reliance on short- term lines of credit Worsening of the districts already weak liquidity Legal Security The district's General Obligation (Alternate Revenue Source) are legally binding and are payable from: (a) the lawfully available moneys in the district's Corporate Fund and principal proceeds received by the district from the issuance of its general obligation limited tax bonds, and (b) ad valorem taxes levied against all taxable property in the district without limitation as to rate or amount. Obligor Profile The district is located in Lake County, IL and is essentially coterminous with the Village of Lindenhurst. The ten square miles district provides park and recreational facilities, and offers 110 acres of parkland, a community center, indoor and outdoor recreational facilities, as well as a day care. The district serves approximately 15,000 residents. LPATH INC: Incurs $3.70 Million Net Loss in Third Quarter --------------------------------------------------------- LPath, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.70 million on $23,807 of total revenues for the three months ended Sept. 30, 2016, compared to a net loss of $2.22 million on $61,254 of total revenues for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $8.31 million on $42,658 of total revenues compared to a net loss of $7.66 million on $1.59 million of total revenues for the same period a year ago. As of Sept. 30, 2016, LPath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/X7bdmi About LPath San Diego, Calif.-based Lpath, Inc., is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. MARILYN BERNARDI: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ----------------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey directed the United States Trustee to appoint a Chapter 11 Trustee for Marilyn I. Bernardi and Richard W. Bernardi. The Acting United States Trustee for Region 3 on July 25, 2016, filed a motion asking the U.S. Bankruptcy Court for the District of New Jersey to order the appointment of a Chapter 11 trustee in the bankruptcy case of Marilyn I. Bernardi and Richard W. Bernardi. Andrew R. Vara, the Acting U.S. Trustee, points out that: * Marilyn Bernardi owns debtor Strategic Environmental Partners, LLC. However, the Bernardis failed to disclose their ownership interest in SEP on Schedule A/B, despite filing Schedule A/B 13 days after the petition was filed. * Prior to the Debtors filing their petition, a state grand jury in Morris County, New Jersey indicted SEP and Mr. Bernardi, on six counts: one count of false representations for a government contract, two counts of theft by deception, one count of financial facilitation of criminal activity, one count of theft of services, and one count misconduct by a corporate official. The indictment was unsealed on Feb. 2, 2016. Count 1 of the indictment states that SEP and Mr. Bernardi knowingly made false, material misrepresentations in connection with the negotiation or award of the contract in which SEP purchased and was licensed to operate the Fenimore Landfill in Roxbury, New Jersey. * On April 20, 2016, the New Jersey Department of Environmental Protection filed a verified complaint against SEP and Richard and Marilyn Bernardi individually. The verified complaint contains, inter alia, an allegation that bank statements obtained via subpoena "reveal a pattern and practice of moving deposits from one account to another, and into personal checking and savings accounts of Marilyn Bernardi, . . . and her children." This includes transfers into "payable upon death" savings accounts with the Bernardi children as beneficiaries and transfers into trust bank accounts with Bernardi children as beneficiaries. * The Debtors' schedule D discloses secured debt of approximately $3.7 million. The Debtors' schedule E/F discloses unsecured debt of approximately $7,000. * Schedule I states that despite being employed, the Bernardis do not have any income of any kind. See id. Similarly, the Debtors' statement of financial affairs states the Debtors have not had any income for the past 2 years. "The indictment of SEP and Mr. Bernardi is cause to appoint a chapter 11 trustee pursuant to 11 U.S.C. Sec. 1104(a)(1) because the underlying charges involve allegations of fraud, dishonesty, and gross financial mismanagement," Benjamin Teich, Esq., Trial Attorney for the U.S. Trustee, asserts. "Concerns raised by the indictment are significantly intensified by the allegations in the New Jersey Department of Environmental Protection's verified complaint â€“ that the assets of SEP have been improperly transferred to the personal bank accounts of Marilyn and Richard Bernardi and accounts benefiting the Bernardi children." "This is further compounded by the Debtors having signed, under penalty of perjury, a petition, set of bankruptcy schedules, and a SOFA (collectively the "Bankruptcy Package") that: (i) is internally inconsistent, (ii) depicts implausible financial conditions, and (iii) is inconsistent with the allegations of the New Jersey Department of Environmental Protection's verified complaint." The Acting U.S. Trustee is represented by: Benjamin Teich, Esq. OFFICE OF THE UNITED STATES TRUSTEE, REGION 3 One Newark Center, Suite 2100 Newark, NJ 07102 Tel.: (973) 645-3014 Email: Benjamin.Teich@usdoj.gov About Marilyn Bernardi Marilyn I. Bernardi and Richard W. Bernardi filed a voluntary chapter 11 petition for relief under the Bankruptcy Code (Bankr. D.N.J. Case No. 16-22153) on June 23, 2016. The Honorable Christine M. Gravelle is the case judge. The Debtors have remained in possession of their assets and in control of their financial affairs pursuant to sections 1107 and 1108 of the Bankruptcy Code. See Docket Entry 1. See also Certification of Michael W. Aponte ("Aponte Certification"). Marilyn Bernardi owns Strategic Environmental Partners, LLC, which filed a voluntary chapter 11 petition (Case No. 16-22151) on the same day as the Bernardis. MEADOWS AT CYPRESS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of The Meadows at Cypress Gardens, LLC as of November 9, according to a court docket. The Meadows at Cypress Gardens, LLC filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08495) on September 30, 2016, and is represented by David W Steen, Esq., in Tampa, Florida. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Benjamin Castleberg, managing member. MEDIACOM COMMUNICATIONS: Moody's Affirms Ba3 CFR; Outlook Positive ------------------------------------------------------------------ Moody's Investors Service changed Mediacom Communications Corporation's rating outlook to positive from stable following sustained improvement in the company's operating performance and credit metrics. The change in the outlook reflects the company's aggressive de-leveraging as a result of EBITDA growth chiefly from strength in the high speed data product and use of the majority of its free cash flow for voluntary debt reduction. For the last twelve months ended Sept. 30, 2016, Mediacom's leverage was approximately 4.1x (Moody's adjusted). Moody's expects leverage to improve to the mid 3x range by the end of 2017 (near our rating trigger for an upgrade) as management continues to pursue its creditor friendly capital allocation policy. The improvement in the credit profile is also evident in the company's coverage ratios of free cash flow to debt and EBITDA-CAPEX/interest, which were over 8% and greater than 2.5x, respectively for the last twelve months ended Sept. 30, 2016. These are also strengthening and are expected to signal a positive rating action over the next 12-18 months. Moody's also affirmed Mediacom's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 senior secured rating, and B2 senior unsecured rating. A summary of the action: Affirmations: Issuer: Mediacom Broadband LLC Senior Secured Bank Credit Facilities, Affirmed Ba2 (LGD3) Senior Unsecured Regular Bond/Debentures, Affirmed B2, changed to (LGD5) from (LGD6) Outlook Actions: Issuer: Mediacom Broadband LLC Outlook, Changed To Positive From Stable Issuer: Mediacom Communications Corporation Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Issuer: Mediacom Communications Corporation Outlook, Changed To Positive From Stable Issuer: Mediacom LLC Senior Secured Bank Credit Facilities, Affirmed Ba2 (LGD3) Senior Unsecured Regular Bond/Debentures, Affirmed B2, changed to (LGD5) from (LGD6) Outlook Actions: Issuer: Mediacom LLC Outlook, Changed To Positive From Stable RATINGS RATIONALE Mediacom's Ba3 CFR is driven by its moderate leverage of approximately 4.1 times debt-to-EBITDA (Moody's adjusted), a highly competitive market as evidenced by below average penetration rates and video subscriber losses, and a burdensome cost structure of its video product that is capital intensive and subject to very significant and rising content programming costs that the company has little control over. However, this rising cost structure is offset by the company's share gains in its broadband and commercial offering, which demonstrate high growth and profit driving earnings and cash flows higher, which have been largely used for debt reduction. The combination of these improvements coupled with the experience and leadership of its management team, which has a long track record of success, has created significant equity value in the company and lowered the overall credit risk, positioning the company near the top of the rating category. The positive outlook reflects our expectation that the company will continue to use excess free cash flow and grow EBITDA in the mid-single digits to reduce leverage. Moody's also expects steady subscriber growth, particularly among broadband subscribers, which will help stabilize revenue amid declining to flat revenue in the company's core video business. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. With its headquarters in Mediacom Park, New York, Mediacom Communications Corporation offers traditional and advanced video services such as digital television, video-on-demand, digital video recorders, and high-definition television, as well as high-speed Internet access and phone service. The company had approximately 834 thousand video subscribers, 1.1 million high speed data subscribers, and 467 thousand phone subscribers as of Sept. 30, 2016, and primarily serves smaller cities in the midwestern and southern United States. It operates through two wholly owned subsidiaries, Mediacom Broadband and Mediacom LLC, and its revenue for the last twelve months ended Sept. 30, 2016, is approximately $1.8 billion. MERCHANTS BANKCARD: Has Until Nov. 29 to Use Cash Collateral ------------------------------------------------------------ Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Merchants Bankcard Systems of America, Inc., to use cash collateral until Nov. 29, 2016. Judge Feeney ordered the submission of a proposed Fifth Stipulated Interim Order Continuing Debtor's Motion for Authority to Use Cash Collateral, Approving Further Post-Petition Financing, and Governing Debtor's Use of Funds by Nov. 15, 2016. Judge Feeney granted the parties' request to appear telephonically at the continued hearing, which is scheduled on Nov. 29, 2016 at 12:00 p.m. She also allowed Davos Financial Corp.'s oral motion to extend time to respond to TSYS Merchant Solutions, LLC's motion for relief from stay to Nov. 30, 2016 at 4:30 p.m. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/MerchantsBankcard2016_1613224_75.pdf About Merchants Bankcard Systems of America Merchants Bankcard Systems of America, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13224) on Aug. 18, 2016. The petition was signed by Philip Chait, president. The Debtor is represented by David B. Madoff, Esq., at Madoff & Khoury LLP. The case is assigned to Judge Joan N. Feeney. At the time of filing, the Debtor disclosed $2.58 million in assets and $4.20 million in liabilities. METRO-GOLDWYN-MAYER: Moody's Raises CFR to Ba1, Outlook Stable -------------------------------------------------------------- Moody's Investors Service upgraded Metro-Goldwyn-Mayer Inc.'s (MGM) Corporate Family rating to Ba1 from Ba2 and Probability of Default rating to Ba1-PD from Ba2-PD. Concurrently, Moody's assigned a Ba1 (LGD3) rating to the company's amended and restated $1 billion first lien senior secured revolving credit facility due June 25, 2021. The rating outlook is stable. Upgrades: Issuer: Metro-Goldwyn-Mayer Inc. Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD Corporate Family Rating, Upgraded to Ba1 from Ba2 Assignments: Issuer: Metro-Goldwyn-Mayer Inc. Senior Secured 1st Lien Revolving Credit Facility due 2021, Assigned Ba1 (LGD3) Outlook Actions: Issuer: Metro-Goldwyn-Mayer Inc. Outlook, Remains Stable RATINGS RATIONALE The upgrade reflects significant improvement in MGM's credit metrics as a result of material reduction in gross debt following the term loan pay down earlier this year. In the second quarter of 2016, MGM repaid in full its $300 million second lien term loan with cash on hand and borrowings under its first lien revolving credit facility, which currently has $160 million outstanding under it, the only debt in the capital structure. Moody's estimates that the asset value of the company's deep library of films and television content and its brands significantly exceeds $39 million of net debt (net of $121 million cash on hand) residing on the company's balance sheet. Further providing incremental support to today's rating action is management's demonstrated commitment to a conservative capital structure and prudent fiscal policies. The upgrade to Ba1 is based on our expectation that MGM will manage its gross unadjusted leverage around 0.5x, while continuing to invest in its businesses and execute moderate opportunistic acquisitions and share buybacks. The Ba1 CFR is also supported by the company's enhanced business diversification following United Artists Media Group's (UAMG) acquisition, which will not only allow it to diversify beyond the volatile motion picture segment but also bolster its library offerings with UAMG's premium television content that can be leveraged across multiple distribution platforms. Since MGM still derives over a third of its EBITDA from new film and new television content and as a result continues to remain exposed to volatile sources of revenue and cash flow generation, the rating is constrained to the Ba1 level, although we expect it to be strongly positioned in its rating category as licensing fees from proven television content become an increasing component of the company's earnings going forward. Debt-to-EBITDA of 0.4x (as of 09/30/2016, incorporating Moody's standard adjustments and film/television costs on a cash basis which reduces LTM 09/30/2016 leverage by roughly 0.3x) and good cash flow generation capabilities support MGM's solid financial flexibility and the Ba1 CFR. MGM has a robust liquidity profile supported by strong cash balances and ample availability under its $1 billion revolver. The company generated approximately $626 million of free cash flows in the LTM period ended 09/30/2016 and Moody's expects annual free cash flows to exceed $300 million over the intermediate term. The credit agreement governing the revolving credit facility contains maintenance covenants, including a maximum debt to operating cash flow ratio, maximum overhead expenses, maximum capital expenditures and a minimum liquidity ratio. Moody's estimates that MGM will remain in compliance with financial covenants over the intermediate term. The Ba1 rating on the revolving credit facility is in line with the CFR. First lien lenders benefit from guarantees of material operating subsidiaries and a pledge on substantially all the assets of the company. The Ba1-PD Probability of Default rating reflects an average family recovery. Rating Outlook The stable outlook reflects Moody's expectation that MGM will generate meaningful cash flows from its large film and television library, consolidation of UAMG and its ancillary businesses. Moody's views are balanced by long-term risks associated with the need to make significant higher risk investments in new film productions that are not sequel based, which along with film and television rights acquisitions should help to keep the library content fresh. The outlook also reflects our assumption that MGM will manage acquisitions, investments and share buybacks consistent with parameters for the Ba1 rating. What Could Change the Rating - Up As the company's credit metrics are extremely strong and leave little room for further improvement, the Ba1 CFR is heavily constrained from upward potential unless it achieves greater scale and further reduces its dependence on the film and TV production business through diversification. In Moody's view, new film production lacks predictability of the economic success unless it is a sequel to a successful franchise. New films often fail to recoup significant costs when they fail to achieve box office success. Significant growth in revenues and profits, diversification and contractual revenue streams that further reduce volatility in operating metrics will be important factors when considering a rating upgrade. What Could Change the Rating - Down A rating downgrade could occur if the company's liquidity position becomes pressured and revenue and EBITDA generation is significantly below expectations resulting in leverage being sustained above 1.0x. Ratings pressure could also be prompted by a radical shift towards more aggressive financial policies or new unproven management team. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. Metro-Goldwyn-Mayer Inc., based in Beverly Hills, California, produces and distributes motion pictures, television programming, home videos, interactive media, music, and licensed merchandise. It owns a library of films and television programs and holds ownership interests in domestic and international television channels. Revenues for LTM 09/30/2016 were approximately $1.6 billion. As of Dec. 31, 2015, Anchorage Capital Partners, Highland Capital Partners and Solus Alternative Asset Management each individually, or together with their affiliated entities, owned more than 10% of the issued and outstanding shares of common stock of MGM Holdings. MGM Holdings is the ultimate parent company of the MGM families of companies, including its subsidiary Metro-Goldwyn-Mayer Inc. MISONIX INC: Receives Nasdaq Deficiency Letter on Delayed 10-Q -------------------------------------------------------------- Misonix, Inc., an international surgical device company that designs, manufactures and markets innovative therapeutic ultrasonic products for spine surgery, neurosurgery, wound debridement, skull based surgery, laparoscopic surgery and other surgical applications, on Nov. 15, 2016 disclosed that it received a deficiency letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, as a result of not filing its Quarterly Report on Form 10-Q (the "10-Q") by November 9, 2016 and disclosing that the Company will not be able to file the 10-Q within the five-day extension period provided in Rule 12b-25(b) under the Securities Exchange Act of 1934, as amended, together with its prior and ongoing failure to timely file its Annual Report on Form 10-K, was not in compliance with Listing Rule 5250(c)(1) of the Nasdaq Listing Rules (the "Rules") for continued listing. Under the Rules, the Company had until November 14, 2016 to submit a plan to Nasdaq to regain compliance and if Nasdaq accepts such plan, Nasdaq can grant an exception until March 13, 2017 to regain compliance. If Nasdaq does not accept the Company's plan, the Company has the opportunity to appeal such decision to a Nasdaq Hearings Panel. The Company submitted a plan to regain compliance to Nasdaq on November 14, 2016. At this time, this notification has no effect on the listing of the Company's common stock on The Nasdaq Global Market. About Misonix Misonix, Inc. (NASDAQ: MSON) -- http://www.misonix.com/-- designs, develops, manufactures and markets therapeutic ultrasonic medical devices. Misonix's therapeutic ultrasonic platform is the basis for several innovative medical technologies. Addressing a combined market estimated to be in excess of $1.5 billion annually; Misonix's proprietary ultrasonic medical devices are used in spine surgery, neurosurgery, orthopedic surgery, wound debridement, cosmetic surgery, laparoscopic surgery, and other surgical and medical applications. MPH ACQUISITION: Moody's Retains B2 CFR on Unsec. Notes Add-On -------------------------------------------------------------- Moody's Investors Service said that MPH Acquisition Holdings LLC's (the indirect parent of MultiPlan, Inc.) proposed add-on senior unsecured notes are credit negative, but do not impact the company's credit ratings. These include the B2 Corporate Family Rating, the B1 rating on the first lien senior secured credit facilities, and Caa1 rating on the senior unsecured notes. The rating outlook remains stable. MPH Acquisition Holdings LLC is a holding company whose principal operating subsidiary is MultiPlan, Inc. Based in New York City, MultiPlan provides health care cost management services via contract arrangements between health insurance companies, national and regional health plans, third party administrators, self-insured employers, Taft-Hartley sponsored plans and federal and state government agencies. Multiplan pays a negotiated rate to its network providers after it receives payment from its payor customers, and recognizes the difference as revenue. The company is privately held by Hellman & Friedman LLC and generates annual revenues of approximately $1.0 billion. MPH ACQUISITION: S&P Affirms 'B+' CCR After Proposed $460MM Add-On ------------------------------------------------------------------ S&P Global Ratings said it affirmed its 'B+' long-term corporate credit rating on MultiPlan Inc. and MPH Acquisition Holdings LLC (collectively, Multiplan), following its proposed $460 million add-on unsecured note to fund a shareholder dividend. The outlook is stable. S&P has also affirmed its 'B+' issue-level rating with a '3' recovery rating--indicating S&P's expectation for meaningful (50%-70%, upper half of the range) recovery of principal in the event of a default -- on the company's senior secured facilities consisting of a $3.32 billion term loan due 2023 and a $100 million revolver due 2021. S&P has also affirmed its 'B-' issue level rating with a '6' recovery rating -- indicating S&P's expectation for negligible (0%-10%) recovery of principal in the event of a default -- on the company's $1.56 billion unsecured notes (including the add-on) due 2024. "The affirmations reflect our belief that, although the proposed add-on delays the company's de-levering plans by two quarters, Multiplan's sustained competitive position and strong earnings and cash-flow generating capabilities will enable it to carry this increased debt load and de-lever modestly during the next year," said S&P Global Ratings credit analyst Julie Herman. The stable outlook reflects S&P's expectation that MultiPlan will maintain its leading market position in the health care cost-containment industry as shown by continued growth in earnings and cash flow with revenue growth in the high single digits and sustained well above-average margins. S&P expects growth to come from enhanced client penetration in various analytics services, new client wins (such as Blues plans), and new market segments such as government-sponsored workers' compensation and auto medical. This should enable the company to demonstrate a de-levering trend, with leverage between 6.5x and 7x by year-end 2016 and between 5.7x and 6.2x by year-end 2017. S&P expects its funds from operations-to-debt ratio to remain above 8% and EBITDA coverage to stay above 2.5x. S&P could consider a downgrade in the next 12 months if the company, rather than de-levering, increases leverage above 7x and coverage below 2.5x, which could occur if management takes a more-aggressive approach to financial policy than S&P anticipates and/or through performance deterioration. S&P would also consider lowering the rating if MultiPlan's business profile weakens as shown by declining revenues and margins, which could come from the loss of key contracts. S&P views an upgrade as unlikely due to the financial sponsor ownership and S&P's view that the company will not sustain leverage below 5x. NAS HOLDINGS: Can Use BB&T Cash Collateral Until Nov. 30 -------------------------------------------------------- Judge Catherine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized NAS Holdings, Inc., to use cash collateral on an interim basis until Nov. 30, 2016. Secured Creditor BB&T holds two secured liens against restaurant equipment and fixtures of the Debtor. The monthly payments for the two loans are $7,269 and $3,730, respectively. Judge Aron acknowledged that the Debtor is entitled to use the cash collateral for its ordinary and reasonable operating expenses. BB&T consented to the limited use of its cash collateral through Nov. 30, 2016. The approved Budget for the month of November 2016 provided for total expenses in the amount of $26,625. BB&T is granted replacement liens upon all collateral of the type and kind upon which it had prepetition liens, to the same extent, priority, and validity as it had on the Petition Date. BB&T was also granted an allowed super-priority administrative expense claim, to the extent of any diminution in value of its interests in prepetition collateral caused solely by the use of cash collateral. The Debtor is directed to continue making regular monthly payments to BB&T as they come due, and to continuously maintain an insurance policy on the restaurant equipment and fixtures. A further hearing on the Debtor's use of cash collateral is scheduled on Nov. 30, 2016 at 2:00 p.a. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/NASHoldings2016_1650346_148.pdf About NAS Holdings NAS Holdings, Inc., sought chapter 11 protection (Bankr. M.D.N.C. Case No. 16-50346) on April 1, 2016. The petition was signed by Neeket Vadgama, vice president. The Debtor is represented by Kenneth Love, Esq., at Love and Dillenbeck Law, PLLC. The case is assigned to Judge Catharine R. Aron. The Debtor estimated assets of $500,000 to $1 million and debt of $1 million to $10 million. The Debtor is a holding company, running three franchises of Brixx Wood Fired Pizza in Greensboro and Winston Salem, North Carolina and in Marietta, Georgia. The Bankruptcy Administrator was unable to form a creditors' committee in the Debtor's chapter 11 cases. Judge Catharine Aron on May 31, 2016, appointed Bert Davis, Jr., CPA of Greensboro, North Carolina, as examiner in the company's bankruptcy case. NEIMAN MARCUS: Bank Debt Trades at 9% Off ----------------------------------------- Participations in a syndicated loan under Neiman Marcus Group Inc is a borrower traded in the secondary market at 91.19 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.23 percentage points from the previous week. Neiman Marcus Group Inc pays 300 basis points above LIBOR to borrow under the 2900 billion facility. The bank loan matures on Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. NEPHROS INC: Incurs $706K Net Loss in Third Quarter --------------------------------------------------- Nephros, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $706,000 on $475,000 of total net revenues for the three months ended Sept. 30, 2016, compared to a net loss of $581,000 on $320,000 of total net revenues for the same period a year ago. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $2.37 million on $1.57 million of total revenues compared to a net loss of $2.15 million on $1.43 million of total net revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Nephros had $3.01 million in total assets, $1.79 million in total liabilities and $1.21 million in total stockholders' equity. At Sept. 30, 2016, the Company had an accumulated deficit of approximately $119,630,000 and the Company expects to incur additional operating losses in the foreseeable future at least until such time, if ever, that we are able to increase product sales or license revenue. The Company has financed its operations since inception primarily through the private placements of equity and debt securities, its initial public offering, license revenue, and rights offerings. At Sept. 30, 2016, the Company had cash totaling approximately $807,000 and total assets of approximately $1,695,000, excluding other intangible assets (related to the Medica License and Supply Agreement) of approximately $1,315,000. On June 7, 2016, the Company received gross proceeds of approximately $1,187,000 in connection with the issuance of unsecured promissory notes and warrants. A full-text copy of the Form 10-Q is available for free at: https://is.gd/dAGSUJ About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.08 million on $1.94 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014. Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NEW STREAMWOOD: Can Use Olympic Waterfall Cash Until Dec. 9 ----------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois authorized New Streamwood Lanes, Inc. to use the cash collateral of Waterfall Olympic Master Fund Grantor Trust, Series II on an interim basis, from Nov. 2, 2016 to Dec. 9, 2016. The Debtor is indebted to Waterfall Olympic in the amount of $3,025,305. Waterfall Olympic has security interests in, but not limited to, the Debtor's commercial assets, real estate, and any and all rents, revenues, income, profits, and proceeds generated from the real estate and commercial assets. The Debtor represented that without the use of cash collateral, it does not have sufficient available sources of working capital and financing to operate its real estate or business operations in the ordinary course of business or operate its business and maintain its property in accordance with state and federal law. The approved Budget for the month of November 2016 provided for total expenses in the amount of $73,630. Waterfall Olympic was granted replacement liens, to the same extent, validity and priority as existed on the Petition Date, on all assets of the Debtor. The Debtor was directed to make monthly adequate protection payments to Waterfall Olympic in the amount of $6,188. A hearing on the Debtor's continued use of cash collateral is scheduled on Dec. 7, 2016 at 10:30 a.m. A full-text copy of the Interim Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/NewStreamwood2014_1420808_296.pdf About New Streamwood Lanes, Inc. New Streamwood Lanes, Inc., filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 14-20808) on June 2, 2014. The petition was signed by Terence Vaughn, president. The Debtor is represented by Ryan Kim, Esq., at Inseed Law PC. The case is assigned to Judge Benjamin Godgar. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. NORDIC INTERIOR: Has Until Feb. 13 to File Reorganization Plan -------------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended Nordic Interior, Inc.'s exclusive periods for filing a plan of reorganization and soliciting acceptances to the plan, through February 13, 2017 and April 14, 2017, respectively. The Debtor previously sought the extension of its exclusive periods, citing the following reasons: (a) Although the Debtor commenced its chapter 11 case on July 18, 2016, the Creditors' Committee was not appointed until October 6, 2016. The Committee has not yet had the opportunity to complete due diligence with respect to the Debtor's finances and negotiate a plan with the Debtor. (b) The Debtor is continuing to adjust to the rigors of being a debtor in possession and work on stabilizing its operations, hence plan negotiations are premature. Revenue decreased initially upon the commencement of the case and the Debtor's status as debtor in possession has made the task of obtaining new work from or on behalf of project owners challenging. While the Debtor has made significant progress in this regard, it has more to do because a stable business is essential in order for the Debtor to project revenue with reasonable accuracy that are essential to plan negotiations because they will inform the payment terms of any feasible plan. (c) The Debtor's case involves numerous creditors and parties in interest and complex issues. About Nordic Interior, Inc. Nordic Interior, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-43163) on July 18, 2016. The case is pending before Judge Elizabeth S. Stong. Rosen & Associates, P.C., serves as counsel to the Debtor. Nordic Interior, Inc., was founded in 1973 as a drywall and small woodworking company. At the time of the bankruptcy filing, the Company had approximately 50 employees, 35 of whom are carpenters and project managers who are subject to a collective bargaining agreement with the Carpenters' Union. William K. Harrington, the U.S. Trustee for Region 2, on Oct. 6 appointed three creditors of Nordic Interior, Inc., to serve on the official committee of unsecured creditors. The committee members are: New York City District Council of Carpenters Benefit Fund; Bomboy Incorporated; and Admat Construction Inc. NOVABAY PHARMACEUTICALS: Incurs $3.73 Million Net Loss in 3rd Qtr. ------------------------------------------------------------------ Novabay Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss and comprehensive loss of $3.73 million on $3.43 million of total net sales for the three months ended Sept. 30, 2016, compared to a net loss and comprehensive loss of $5.24 million on $1.20 million of total net sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss and comprehensive loss of $11.50 million on $7.82 million of total net sales compared to a net loss and comprehensive loss of $14.76 million on $2.74 million of total net sales for the same period a year ago. As of Sept. 30, 2016, NovaBay had $15.14 million in total assets, $8.42 million in total liabilities and $6.71 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/nHZazM About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. NovaBay reported a net loss of $18.97 million in 2015, a net loss of $15.19 million in 2014 and a net loss of $16.04 million in 2013. OUM & Co. LLP in San Francisco, California, audited the consolidated balance sheets of NovaBay Pharmaceuticals, Inc. as of December 31, 2015 and 2014 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2015. The firm noted that the Company has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. NTHRIVE INC: Moody's Affirms B3 CFR; Outlook Remains Stable ----------------------------------------------------------- Moody's Investors Service affirmed nThrive, Inc.'s corporate family rating of B3, probability of default rating of B3-PD, B2 first lien credit facilities and Caa2 second lien credit facility, following its announcement to acquire Adreima, Inc., a provider of revenue cycle management. The transaction will be financed by raising its first lien term loan to $565 million from $460 million (face amount) and increasing cash equity. The rating outlook remains stable. RATINGS RATIONALE nThrive remains weakly positioned in the B3 corporate family rating category following the acquisition of Adreima, given its very high leverage of about 7.7x for estimated FY 2016, on a Moody's adjusted basis, including synergies, excluding costs to achieve synergies and expensing all software development costs (or about 10.9x without consideration for synergies and expensing costs to achieve synergies). The rating is also constrained by integration risks, modest free cash flow, limited historical financial information of nThrive, Inc. as a stand-alone entity and small overall revenue base compared to key competitors (i.e., large hospital systems and payors). The B3 rating is supported by the combined company's leading market position as a provider of proprietary revenue cycle technology (RCT) and scaled outsourced services in the healthcare industry, with broad end-to-end product offerings across the revenue cycle, high retention rates (about 90%) and recurring revenues (about 85%). Moody's expects the combined company to have i) steady revenue growth (about mid single digit percentages per annum for the next 2 years) and ii) favorable industry dynamics (i.e., payer mix shift, payment model shifts and transition to International Classification of Diseases' tenth revision (ICD-10) from ICD 9, a significantly less detailed set of diagnostic and procedure codes compared to ICD 10). Additionally, nThrive's independence provides a competitive differentiation, as key competitors are captive subsidiaries of other hospital systems and payors. nThrive also has a strong and diverse customer base of over 5,000 (60% of total hospitals), with no one customer having over 5% of revenues. Liquidity is adequate based on an expected cash balance of about $23 million at closing and an undrawn $50 million first lien revolver at closing. For 2017 Moody's expects total FCF to grow modestly over FY 2016 and the revolver to remain undrawn. Moody's anticipates adequate cushion under the springing financial covenant of the revolver, which is only to be tested if the revolver is 30% drawn. The first and second lien term loans do not have financial covenants. The first lien term loan amortizes about 1% per annum, with a bullet due at maturity. The second lien term loan has just a bullet due at maturity. The stable outlook reflects Moody's expectation of at least mid-single digit revenue growth, EBITDA margins (on a Moody's adjusted basis) in the mid-teen percentages and FCF to debt in the low single digits over the next year. By 2017, EBITDA margins (on a Moody's adjusted basis) should improve to the upper teen percentages and FCF to debt to the mid-single digits. The ratings could be upgraded if: The integration proceeds smoothly; The company demonstrates high single digit organic revenue growth; Leverage is expected to be sustained around 6.0x; and FCF to debt is sustained above 5%. The ratings could be downgraded if: Liquidity materially weakens; or Performance deteriorates materially, as a result of competitive pressures or integration challenges, such that i) leverage does not progress towards 7.0x or ii) FCF is negative. These ratings were affirmed: Issuer -- nThrive, Inc. Corporate Family Rating - B3 Probability of Default Rating - B3-PD Senior Secured First Lien Revolving Credit Facility, affirmed B2 (LGD 3) Senior Secured First Lien Term Loan, affirmed B2 (LGD 3) Senior Secured Second Lien Term Loan, affirmed Caa2 (LGD 5) Outlook – Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. nThrive, Inc. through the combination of i) MedAssets, Inc.'s revenue cycle management segment, ii) Precyse Solutions, Inc. (a provider of healthcare information management ("HIM")) and iii) Adreima, Inc. (a provider of RCM), has a leading market position as a provider of proprietary revenue cycle technology ("RCT") (i.e., SaaS based technology solutions to help with the various stages of the RCM process) and scaled outsourced services in the healthcare industry. The combined businesses generated pro forma revenues of about $511 million in 2015. ODYSSEY CONTRACTING: Plan Filing Period Extended to Jan. 23 ----------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended Odyssey Contracting Corp.'s exclusive periods to file a plan of reorganization and confirm a plan to January 23, 2017 and March 20, 2017, respectively. The Debtor previously sought the extension of its exclusive periods, telling the Court that it is involved in various litigation matters, the outcome of which will have a significant impact upon the particulars of Debtor's reorganization. The Debtor further told the Court that all litigation matters were still pending and being processed by the Bankruptcy Court approved Counsel. The Debtor said it was in the process of finalizing an adequate protection agreement with its primary secured creditor, so that any filing of a Plan prior to the finalization/formalization of an agreement with the primary secured creditor and prior to additional progress in the various litigation matters would likely result in a Plan with terms that are premature, speculative and subject to amendment and change. About Odyssey Contracting Corp. Odyssey Contracting Corp., based in Houston, Pennyslvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-22330) on June 29, 2015. The petition was signed by Stavros Semanderes, president. Hon. Carlota M. Bohm presides over the case. Robert O. Lampl, Esq. -- rlampl@lampllaw.com -- at Robert O. Lampl, Attorney at Law, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. PAWS AND CLAWS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Nov. 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Paws and Claws Pet Inn, LLC. Paws and Claws Pet Inn, LLC, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 16-81010) on November 14, 2016, and is represented by James C. White, Esq., at Parry Tyndall White. PEACOCK ENGINEERING: Moody's Puts B2 CFR on Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Peacock Engineering Company, LLC on review for upgrade. This follows Greencore Group plc's announcement that it plans to acquire Peacock for an enterprise value of $748 million. Greencore Group supplies convenience foods to retail and food service businesses in the UK and US. Moody's expects Peacock's debt to be repaid as part of this transaction. Therefore, Moody's also anticipates withdrawing Peacock's ratings when the transaction closes. These ratings were placed on review for upgrade -- Corporate Family Rating at B2 -- Probability of Default Rating at B2-PD -- $35 million senior secured 1st lien revolving credit facility due 2020 at B2 (LGD3) -- $285 million senior secured 1st lien term loan due 2022 at B2 (LGD3) -- $55 million senior secured 2nd lien term loan due 2023 at Caa1 (LGD6) RATINGS RATIONALE Peacock's existing B2 Corporate Family Rating reflects significant customer concentration with the top four customers accounting for about 80% of revenue, modest size, exposure to food safety issues, and high financial leverage. These negative credit factors are partially offset by its minimum exposure to changes in material costs due to the use of pass through contracts and good liquidity. Peacock Engineering Company, headquartered in Geneva, Illinois, provides contract packaging services to the food industry providing frozen, refrigerated, and shelf stable products. Customers include well recognized packaged food companies such as Tyson (Hillshire Farms/Jimmy Dean), Kraft Heinz (Oscar Mayer Lunchables), General Mills (Annie's), Dole, Gerber, and others. Pro forma for the L&L Foods acquisition, annual revenues are approximately $1.0 billion. Charlesbank Capital Partners, LLC, a private equity firm, owns over 90% of Peacock. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. PENNHILL FARMS: Sale of Equipment Trailer to Todd for $1.5K Okayed ------------------------------------------------------------------ Judge Howard R. Tallman of the U.S. Bankruptcy Court for the District of Colorado authorized Pennhill Farms, Inc. to sell its equipment trailer located in Pennsylvania to Douglas C. Todd outside the ordinary course of business for $1,500. The sale of the equipment trailer is free and clear of all liens, claims and encumbrances pursuant to 11 U.S.C. Section 363(f), such liens, claims and encumbrances to attach to the proceeds of the sale in their order of priority. The Debtor may use the proceeds to pay all all applicable sales taxes generated by the subject sale to applicable taxing authorities. About PennHill Farms PennHill Farms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 14-22139) on Sept. 3, 2014, estimating assets and liabilities between $1 million and $10 million. The petition was signed by Susan Pohlod, vice president. Judge Howard R Tallman presides over the case. Headquartered in Parker, Colorado, PennHill Farms was formed in 1998 by Robert M. Pohlod, who is the Debtor's sole shareholder and director. The Debtor is a wholesale tree nursery with a tree growing farm in Pennsylvania. The Debtor's business model included growing trees in Pennsylvania then shipping the trees to the PennHill nursery in Parker, Colorado for sale to wholesale buyers. The Debtor grew and sold a wide variety of trees such as evergreen trees, ornamental trees, and shade trees. The majority of the tree sales were placed through the Colorado offices to wholesale businesses in Colorado. The Debtor operated successfully for 15 years growing trees in Pennsylvania, then shipping and selling trees in Colorado. Lee M. Kutner, Esq., Kutner Brinen Garber, P.C., serves as the Debtor's bankruptcy counsel. PENNHILL FARMS: Sale of Ford F-250 Truck to Bissett for $5K Okayed ------------------------------------------------------------------ Judge Howard R. Tallman of the U.S. Bankruptcy Court for the District of Colorado authorized Pennhill Farms, Inc., to sell its 2003 Ford F-250 truck, VIN No. 1FTNX21P13EC98431, outside the ordinary course of business, to George Bissett for $5,000. The sale of the truck is free and clear of all liens, claims and encumbrances pursuant to 11 U.S.C. Section 363(f), such liens, claims and encumbrances to attach to the proceeds of the sale in their order of priority. The Debtor may use the proceeds to pay all all applicable sales taxes generated by the subject sale to applicable taxing authorities. About PennHill Farms PennHill Farms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 14-22139) on Sept. 3, 2014, estimating assets and liabilities between $1 million and $10 million. The petition was signed by Susan Pohlod, vice president. Judge Howard R Tallman presides over the case. Headquartered in Parker, Colorado, PennHill Farms was formed in 1998 by Robert M. Pohlod, who is the Debtor's sole shareholder and director. The Debtor is a wholesale tree nursery with a tree growing farm in Pennsylvania. The Debtor's business model included growing trees in Pennsylvania then shipping the trees to the PennHill nursery in Parker, Colorado for sale to wholesale buyers. The Debtor grew and sold a wide variety of trees such as evergreen trees, ornamental trees, and shade trees. The majority of the tree sales were placed through the Colorado offices to wholesale businesses in Colorado. The Debtor operated successfully for 15 years growing trees in Pennsylvania, then shipping and selling trees in Colorado. Lee M. Kutner, Esq., Kutner Brinen Garber, P.C., serves as the Debtor's bankruptcy counsel. PENNHILL FARMS: Sale of New Holland TC45 Tractor for $12K Approved ------------------------------------------------------------------ Judge Howard R. Tallman of the U.S. Bankruptcy Court for the District of Colorado authorized Pennhill Farms, Inc., to sell its 2001 New Holland TC45 tractor with 2,240 hours logged, outside the ordinary course of business, to Universal Tractor Co. for $11,745. The sale of the equipment trailer is free and clear of all liens, claims and encumbrances pursuant to 11 U.S.C. Section 363(f), such liens, claims and encumbrances to attach to the proceeds of the sale in their order of priority. The Debtor may use the proceeds to pay all all applicable sales taxes generated by the subject sale to applicable taxing authorities. About PennHill Farms PennHill Farms, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 14-22139) on Sept. 3, 2014, estimating assets and liabilities between $1 million and $10 million. The petition was signed by Susan Pohlod, vice president. Judge Howard R Tallman presides over the case. Headquartered in Parker, Colorado, PennHill Farms was formed in 1998 by Robert M. Pohlod, who is the Debtor's sole shareholder and director. The Debtor is a wholesale tree nursery with a tree growing farm in Pennsylvania. The Debtor's business model included growing trees in Pennsylvania then shipping the trees to the PennHill nursery in Parker, Colorado for sale to wholesale buyers. The Debtor grew and sold a wide variety of trees such as evergreen trees, ornamental trees, and shade trees. The majority of the tree sales were placed through the Colorado offices to wholesale businesses in Colorado. The Debtor operated successfully for 15 years growing trees in Pennsylvania, then shipping and selling trees in Colorado. Lee M. Kutner, Esq., Kutner Brinen Garber, P.C., serves as the Debtor's bankruptcy counsel. PERFORMANCE SPORTS: S&P Affirms Then Withdraws 'D' CCR ------------------------------------------------------ S&P Global Ratings affirmed and withdrew its 'D' corporate credit rating and issue-level rating on Exeter, N.H.-based Performance Sports Group Ltd. (PSG). S&P is affirming and withdrawing the 'D' corporate credit and issue-level ratings on PSG at the company's request. On Oct. 31, 2016, the company voluntarily filed Chapter 11 bankruptcy protection. The filing came after the company missed its Oct. 28, 2016, deadline to file its fiscal year ended May 31, 2016, annual financial statements. The company has interim approval for a debtor in possession (DIP) facility. A hearing on final approval is scheduled for later this month. PETTY FUNERAL: Use of ReadyCap Lending Cash on Interim Basis OK --------------------------------------------------------------- Judge Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Petty Funeral Homes, LLC, to use the cash collateral of ReadyCap Lending, LLC on an interim basis. The Debtor is indebted to ReadyCap Lending in the original amount of $1,444,000. ReadyCap Lending has: (1) a first priority security interest in, among other things, certain real property and any and all buildings, structures and other improvements on said real property; (2) a first priority security interest in certain personal property of the Debtor, including fixtures, furniture, equipment, inventory, accounts and general intangibles; and (3) an interest in and to all leases, rents, profits and other income of any kind due or payable as a result of any use, possession, or occupancy of all or a portion of the collateral. Judge Oldshue acknowledged that the Debtor does not have sufficient unencumbered cash or other assets with which to continue to operate its business in Chapter 11 with the objective of formulating an effective plan of reorganization for the benefit of all its creditors without the use of Cash Collateral. He further acknowledged that an immediate and ongoing need exists for Debtor to use the Cash Collateral in order to continue the operation of its business as debtor-in-possession under Chapter 11 of the Bankruptcy Code, to minimize the disruption of Debtor as a going concern and to maximize the value of Debtor's estate and the value of the Pre-Petition Collateral. ReadyCap Lending is granted continuing liens and security interests under the terms and conditions of the Loan Documents and in the Collateral, and a replacement first priority perfected security interest in all Collateral generated after the Petition Date. The Debtor is directed to make monthly adequate protection payments to ReadyCap Lending in the amount of $3,500. The Debtor's authority to use cash collateral will terminate upon the occurrence of one or more of the following events: (a) The entry of an order converting the case to a case under Chapter 7 of the Bankruptcy Code or appointing a Chapter 7 trustee or examiner; (b) The entry of an order dismissing or suspending the case; (c) The entry of an order in the case granting ReadyCap relief from the automatic stay to exercise its rights in the collateral pursuant to applicable non-bankruptcy law; (d) The entry of an order amending, supplementing, or otherwise modifying the terms and conditions of the Seventh Interim Order without the consent of ReadyCap; (e) Written notice from ReadyCap of a failure by Debtor to perform or comply with any terms or covenants under the Seventh Interim Order; (f) Failure by Debtor to separately account for cash collateral; (g) Discovery of postpetition fraudulent conduct on the part of Debtor or the transfer of any collateral other than in the ordinary course of business without authorization of the Court. The final hearing on the Debtor's Motion is scheduled on Nov. 29, 2016 at 9:30 a.m. A full-text copy of the Seventh Interim Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/PettyFuneral2016_1600454_80.pdf About Petty Funeral Homes, LLC Petty Funeral Homes, LLC, filed a chapter 11 petition (Bankr. S.D. Ala. Case No. 16-00454) on Feb. 16, 2016. The petition was signed by Joe Max Petty, managing member. The case is assigned to Judge Jerry Oldshue, Jr. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. The Debtor is represented by Irvin Grodsky, Esq. The U.S. Bankruptcy Court for the Southern District of Alabama on April 15, 2016, issued an order appointing three creditors of Petty Funeral Homes, LLC to serve on the official committee of unsecured creditors. The committee members are: (1) Gulf Coast Wilbert, (2) Gulf Coast Signet, and (3) Joyce Petty, Representative. PICO HOLDINGS: Is UCP America's Worst Builder? Bloggers Ask ----------------------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $662 million in assets and $426 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/(RPN) have taken to the Internet to advance the shareholder cause. The bloggers ask an important and provocative question: "Is UCP America's worst publicly-traded homebuilder?" Their answer: "A strong case can be made that the answer is 'yes' -- not because the homes it builds are shabby or inferior, but because UCP's Directors and Executives fail to maximize the value of the company's assets in the marketplace." The bloggers explain why. "UCP ranks near the bottom of the industry in all measures of operations and profitability, except for growth metrics. UCP's Q3 gross margin was 18% in Q3 2016, placing it in the bottom half of the industry. Operating profit margin was 7.1% -- also in the bottom half of the industry. If an appropriate tax provision of 38% is taken, hypothetical net income was $3.4 million, producing a net margin of 4.4%, at the bottom of the industry. Over the last 12 months, UCP has earned $17 million in pretax income and $10.5 million aftertax. UCP's shareholder's equity is $217 million; return on equity for the last 12 months is 4.9% ($10.5/$217=4.9%). SEC filings reveal that UCP's self-calculated cost of equity capital is around 14%. UCP is 900 basis points short of that threshold. When we multiply the 9% shortfall by $217 million in equity, UCP is destroying almost $20 million in shareowner value every year (.09x$217=$19.5)." The bloggers offer some commentary on these metrics. "UCP is a value destruction machine that transfers wealth from shareholders to Directors, Executives and Employees. UCP CEO Dustin Bogue comes to work every day, but it would be better for shareholders if he did not. Recently, UCP aborted a $200 million high-yield debt offering. This was a blow to both UCP's image and its business plan. UCP told investors that it has numerous options, but UCP is now damaged goods in the market for debt issuance and none of its financing alternatives are appealing." The bloggers criticize UCP's investments. "UCP's capital allocation has been dismal. "UCP's unenviable 18% gross margin is due to certain poor real estate choices, high borrowing rates and high costs. UCP's low gross margins are surprising given two factors – first that UCP has significant vintage West Coast land purchased at cheap prices during the downturn. Second, that UCP derives the majority of its revenues in high-margin California, where competitors typically produce gross margins of 20% or higher. "The Citizens goodwill writedown is embarrassing. We do not know how a homebuilder acquisition, made in 2014, in some of America's best homebuilding markets, during a period of strongly rising land prices, could go sideways. "On the 2016 earnings calls, both Q2 and Q3, Mr. Bogue blamed weather for the problems in its Southeast Division. However, RPN has read the Q2 and Q3 earnings releases and listened to the earnings calls for every publicly traded homebuilder in the US. Not one single other homebuilder that operates in UCP's Southeast markets, cited the weather as an impediment to deliveries or a drag on profits. Competitors that operate in the same markets as UCP's Southeast Division did not experience operational shortfalls and they did not blame the weather for operational problems. Consequently, we find Mr. Bogue's explanation for his poor results there – the weather – to be unlikely. "We believe that the latter two explanations provided in the 10-Q, abandoned land deals and margin miscalculation, are to blame for the problems at UCP's Southeast Division. And these two factors are the direct responsibility of management, namely Mr. Bogue who executed the Citizens acquisition. "This distinction is important. The weather is out of Mr. Bogue's control. Overpaying for an acquisition and botching operations thereafter, are not." Next, the bloggers excoriate UCP's corporate governance. "When it comes to corporate governance and Director/Executive conduct, we believe that UCP is far and away America's worst homebuilder. Mr. Bogue was bailed out of his Red Hawk deal with PICO Holdings‘ shareholder funds when a land deal for which he issued a personal guarantee went bust. When UCP went IPO in July 2013, Mr. Bogue engineered gross margins of 32% in the quarter immediately preceding. UCP's stock traded as high as $17 per share, before plummeting to a low of about $5.50 in 2016. Correspondingly, gross margins deteriorated from 32% at IPO to 18% now – a decline of 44%. Michael Cortney, as Chairman of the UCP Board and Chair of the UCP Comp Committee, and the rest of UCP's Directors, surreptitiously removed the Officer Stock Ownership Guidelines from the 2016 Proxy Statement. Despite our calls for an explanation and update, Mr. Cortney has failed to clarify this material alteration. Mr. Bogue has been a large net seller of UCP shares since the IPO. Since July 2013, Mr. Bogue has sold almost 175,000 shares for total proceeds of almost $2 million. During that time, he has purchased only 4,350 UCP shares. UCP is unable to remove John 'The Juicer' Hart from its Board of Directors. We view this as sloppy corporate governance." According to the bloggers, given the factors just outlined, an investment in UCP makes no economic sense. "On a risk-adjusted basis, it is irrational to invest in a sub-scale firm that produces economic returns below its cost of capital. Given its higher inherent risk, a micro firm must earns its existence every day by producing greater returns to its owners. A larger firm, with greater stability and less risk, has a lower cost of capital and therefore a lower economic hurdle to clear. "The worst of all economic worlds is a small, unstable, risky firm (especially one that was just shut out of the high-yield debt market) that produces returns far below its cost of capital. In such a case, investment makes no sense. And the firm's continued existence, under the stewardship of current leadership, makes no sense. "Given the mosaic just laid out, we believe UCP is the worst publicly traded homebuilder in the US. Its financial results are below industry norms. It destroys value with every home sold and earns an uneconomic return for owners. UCP's capital allocation is destructive. Corporate governance is wanting. UCP's communication with shareholders is not forthright. We believe that the conclusion we draw is the only conclusion that can be drawn." PORTOFINO TOWERS: Jan. 17 Plan Filing Period Extension Approved --------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida extended Portofino Towers 1002 LLC's exclusive periods to file a plan and disclosure statement and to obtain acceptances to the plan to January 17, 2017 and April 17, 2017, respectively. The Debtor previously sought the extension of its exclusive periods, asserting that it has engaged in meaningful settlement negotiations with its lender and made a substantial offer. The Debtor contended that although the Lender ordered an appraisal at the end of September, nothing had been resolved. The Debtor further contended that it required more time to negotiate with creditors since the 120 day exclusive period to file a plan was slated to expire October 19, 2016, absent an extension. About Portofino Towers 1002 LLC Portofino Towers 1002 LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-18808) on June 21, 2016. The petition was signed by Laurent Benzaquen, authorized representative. Judge Laurel M. Isicoff presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty, P.A., represents the Debtor as counsel. The Debtor estimated assets and liabilities at $1 million to $10 million, at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Portofino Towers 1002 LLC. Q AND Q REALTY: Cash Collateral Use Hearing on Dec. 7 ----------------------------------------------------- Q and Q Realty, LLC, submitted to the U.S. Bankruptcy Court for the Eastern District of New York, a proposed interim order authorizing the Debtor to use the cash collateral of Stabilis Fund IV, LP. The Debtor owes Stabilis Fund IV approximately $2,619,576. Stabilis Fund IV holds a valid, perfected and enforceable first priority blanket lien on and security interest in the Debtor's property located at 95-02 35th Avenue, Flushing, New York. Among other things, the proposed Interim Order: (1) authorizes the Debtor to use cash collateral pursuant to a Budget; (2) grants Stabilis Fund IV a valid and perfected replacement security interest in, and lien on, all of the right, title and interest of the Debtor in, to and under all present and after-acquired property and assets of the Debtor of any nature whatsoever; (3) grants Stabilis Fund IV an allowed superpriority administrative expense claim in the chapter 11 case and any Successor Cases in the amount of the Adequate Protection Obligations, subject to the Carve Out; (4) directs the Debtor to make monthly adequate protection payments of $13,500, beginning on Oct. 1, 2016; and (5) provides for Carve Out that consists of: (a) fees under 28 U.S.C. Section 1930 and 31 U.S.C. Section 3717, (b) fees payable to the Clerk of the Bankruptcy Court, (c) all unpaid fees, costs and expenses incurred by persons or firms retained by the Debtor pursuant to Bankruptcy Code Sections 327, 328 or 363 and any Committee as may be allowed by the Court under Bankruptcy Code Sections 330 or 331 and as may be advanced subject to allowance pursuant to any monthly fee order entered in the chapter 11 case, not to exceed the lesser of the aggregate of sum of $5,000.00 and the Professional Fees accrued to the Termination Date. A hearing on the Debtor's use of cash collateral is scheduled on Dec. 7, 2016 at 3:30 p.m. A full-text copy of the proposed Interim Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/QandQRealty2016_11644044nhl_31.pdf About Q and Q Realty, LLC Q and Q Realty LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-44044) on Sept. 9, 2016. The petition was signed by Juan Galvan, managing member. The case is assigned to Judge Nancy Hershey Lord. The Debtor is represented by Robert L. Reda, Esq., at The Law Offices of Robert L. Reda, P.C. At the time of the filing, the Debtor disclosed $4 million in assets and $2.16 million in liabilities. RICHARD LUTZ: Creditor Seeks Appointment of Ch. 11 Trustee ---------------------------------------------------------- Harvey Berk asks Judge Jerrold N. Poslusny, Jr., of the United States Bankruptcy Court for the District of New Jersey to appoint a Chapter 11 Trustee for Richard Lutz. Mr. Berk's counsel, Robert M. Rich, Esq., asserts that the Debtor is compelled to provide a copy of the last title report with regard to the property located at 351 Creek Road, in Moorestown, New Jersey, as well as any all flood certifications or flood researches in the possession of the Debtor and/or his attorneys with regard to the aforesaid property. Mr. Rich further asserts that the appointment of a disinterested trustee will fairly liquidate the property of the Debtor. Richard Lutz sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-26969) on Sept. 1, 2016. The Debtor tapped Ellen M. McDowell, Esq., at McDowell Posternock Apell & Detrick, PC as counsel. S&S SCREW: Has Until Feb. 9 to Use Regions Bank Cash Collateral --------------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized S&S Screw Machine Company, LLC to use cash collateral on an interim basis, until Feb. 9, 2017. Regions Bank asserted a lien on the Debtor's assets to secure obligations totaling approximately $3,364,485. Regions Bank also asserted that all the Debtor's cash and cash equivalents are part of the collateral and are cash collateral of Regions Bank. The Internal Revenue Services has a tax lien in the amount of $2,209,089.76. The IRS Debt is subordinate to the Regions Loan and is undersecured or unsecured. Judge Mashburn acknowledged that the Debtor's need to use Cash Collateral is immediate and critical to enable the Debtor to administer its Chapter 11 Case generally, continue to operate its business in the normal course, and preserve the value of its estate for all stakeholders. Judge Mashburn further acknowledged that the ability of the Debtor to pay employees requires the availability of working capital from the use of Cash Collateral, the absence of which would immediately and irreparably harm the Debtor, its estate, and its stakeholders. The approved Budget covered a 13-week period, spanning the months of November 2016 through January 2017. The Budget provided for total cash outlays in the amount of $194,000 for November 2016, $101,000 for December 2016, and $119,000 for January 2017. Regions Bank and the IRS are granted replacement liens, of the same extent and priority as enjoyed prior to the Petition Date, to the extent of any diminution in value of the collateral and cash collateral, in all of the Debtor's postpetition assets of the same kind and description as the post-petition collateral. The Debtor is directed to make monthly adequate protection payments to Regions Bank in the amount of $10,000, beginning on December 5, 2016. The Debtor was also directed to maintain all necessary insurance for its business and assets, in accordance with the obligations under the Regions Loan and as may be required under any applicable operating guidelines of the U.S. Trustee, naming Regions Bank as loss payee and additional insured with respect thereto. A final hearing on the Debtor's Motion is scheduled on Feb. 9, 2017 at 9:30 a.m. A full-text copy of the proposed Interim Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/S&SScrew2016_216bk06829_79.pdf Regions Bank is represented by: Walter N. Winchester, Esq. WINCHESTER, SELLERS, FOSTER & STEELE, P.C. First Tennessee Plaza, Suite 1000 800 South Gay Street Knoxville, TN 37929 Telephone: (865) 637-1980 E-mail: wwinchester@wsfs-law.com About S&S Screw Machine Company S&S Screw Machine Company, LLC, doing business as S&S - Precision, filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829) on Sept. 24, 2016. The petition was signed by Lawrence J. Battle, authorized member. The Debtor is represented by Phillip G. Young, Jr., Esq., at Thompson Burton PLLC. The case is assigned to Judge Randal S. Mashburn. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Office of the U.S. Trustee appointed three creditors to serve on the Official Committee of Unsecured Creditors: Kenny Wine, of Joseph T. Ryerson & Son; Del Miller, of Kaiser Aluminum Fabricated Products; and Stephen L. Cochran, of Production Pattern & Foundry Co. SERVE & EDUCATE: Wants to Use Rosier Joint Trust Cash Collateral ---------------------------------------------------------------- Serve & Educate, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida for authorization to use cash collateral. The Debtor wants to use lease proceeds securing its debt to Rosier Joint Trust on the Debtor's home and ranch. The Debtor relates that it has filed to convert to chapter 12 with new counsel, and has proposed a plan providing for payment in full of their mortgage to Rosier Joint Trust consistent with the provisions of chapter 12. The Debtor receives lease payments from Black Saddle Ranch, Inc., for the lease of horse stables. The Debtor contends that Rosier Joint Trust appears to have a lien on lease or rental income on the Debtor's property. The Debtor's proposed Budget provides for total monthly expenses in the amount of $6,600.89. The Debtor tells the Court that it has been filing monthly reports showing income and expenses on the business. The Debtor further tells the Court that it will commence monthly adequate protection payments on Dec. 1, 2016, in the amount of $4,120, based on the proposed amortization of the full of amount of their claim in the chapter 12 plan. A full-text copy of the Debtor's Amended Motion, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/Serve&Educate2016_816bk05080krm_50.pdf A full-text copy of the Debtor's proposed Budget, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/Serve&Educate2016_816bk05080krm_50_1.pdf About Serve & Educate, LLC Serve & Educate, LLC, filed a chapter 11 plan (Bankr. M.D. Fla. Case No. 16-05080) on June 14, 2016. The petition was signed by Skip Drish, managing member. The Debtor is represented by Scott A. Rosin, Esq., at Scott A. Rosin, P.A. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. SITEONE LANDSCAPE: Moody's Retains B1 CFR on Loan Repricing ----------------------------------------------------------- Moody's Investors Service said that SiteOne Landscape Supply Holding, LLC's proposed first lien term loan repricing transaction is credit positive, but it does not impact the company's ratings, including its B1 Corporate Family Rating (CFR), B2 rating on $275 million first lien term loan due 2022, or stable outlook. SiteOne Landscape Supply Holding, LLC, headquartered in Roswell, Georgia and formerly known as John Deere Landscapes, is a national wholesale distributor of landscaping supplies in the U.S. and Canada. The company offers approximately 90,000 SKUs, including irrigation supplies, landscape accessories, fertilized and nursery products, hardscapes, and maintenance supplies through 471 branches. Its customers include residential and commercial landscape professionals. The company is owned by Clayton Dubilier & Rice and Deere & Company. In the LTM period ending Sept. 30, 2016, SiteOne generated approximately $1.6 billion in revenues. SMILES AND GIGGLES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Smiles and Giggles Health Plaza, LLC as of November 9, according to a court docket. Smiles and Giggles Health Plaza, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08203) on Sept. 23, 2016. The Debtor is represented by David W. Steen, Esq., at David W. Steen, P.A. SPECTACULARX INC: Seeks to Use Compass Bank Cash Collateral ----------------------------------------------------------- SpectaculaRX, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas for authorization to use cash collateral. The Debtor is indebted to Compass Bank in the amount of at least $177,101 as of the Petition Date. Compass Bank has first priority, valid and perfected liens and security interests in substantially all of the Debtor's assets, as well as security interests and liens in all postpetition revenues related to the prepetition collateral, and all their related proceeds and profits. The Debtor requires the use of cash collateral to pay the expenses associated with the operation of its Pearle Vision retail store located at 8235 Angora Pkwy, Suite 123 in The Forum at Olympia Parkway shopping center, as well as provide adequate protection payments to Compass Bank. The Debtor contends that if it cannot use the cash collateral, it would be unable to maintain its real property during the course of the bankruptcy case. The Debtor proposes to make adequate protection payments to Compass Bank equal to the contractual interest at the non-default rate during the course of the case. The Debtor further proposes to grant Compass Bank with valid first-priority replacement and additional liens and security interests in and upon all the Debtor's assets, with priority over all other liens and security interests, except for the ad valorem tax liens of Bexar County, Texas. The Debtor is also willing to grant Compass Bank with an allowed super-priority administrative expense claim, with priority in payment over any and all administrative expenses. A full-text copy of the Debtor's Motion, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/SpectaculaRXInc2016_1652383cag_13.pdf About SpectaculaRX SpectaculaRX, Inc., d/b/a Pearle Vision #8699, filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52383) on Oct. 19, 2016. The petition was signed by Virge Santiago, president. The case is assigned to Judge Craig A. Gargotta. The Debtor disclosed total assets at $134,284 and total liabilities at $223,475, as of Sept. 30, 2016. The Debtor is represented by Thomas Rice, Esq., at Pulman, Cappuccio, Pullen, Benson & Jones, LLP. STERNSCHNUPPE LLC: Court Allows Use of IRS Cash Collateral ---------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Sternschnuppe LLC to use cash collateral, pursuant to the Stipulation for Use of Cash Collateral and for Adequate Protection between the Debtor and the Internal Revenue Service. The Debtor is authorized to use cash collateral despite the Limited Objection filed by the State of Nevada, on Relation of its Department of Taxation, also known as the NV Department. The hearing on the Limited Objection of the NV Department is continued to Nov. 30, 2016 at 9:30 a.m. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/SternschnuppeLLC2016_1611242mkn_138.pdf About Sternschnuppe Sternschnuppe LLC filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-11242) on March 10, 2016. The petition was signed by Kimberly Michaelis, managing member. The case is assigned to Judge Mike K. Nakagawa. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Nedda Ghandi, Esq., at Ghandi Deeter Law Offices. STEVEN ANCONA: DOJ Watchdog Names M. O'Toole as Ch. 11 Trustee -------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, asks the U.S. Bankruptcy Court for the Southern District of New York to enter an order approving his appointment of Marianne T. O'Toole as the Chapter 11 Trustee for Steven J. Ancona. Marianne T. O'Toole assured the Court that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Marianne T. O'Toole can be reached at: Marianne T. O'Toole MARIANNE T. O'TOOLE, LLC 22 Valley Road Katonah, NY 10536 Tel.: (914) 232-1511 The bankruptcy case In re: Steven J. Ancona, Chapter 11, Debtor, Case No. 14-10532-(MKV), (Bankr. S.D.N.Y.). STONE ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Stone Energy Corp. to 'D' from 'CC'. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'D' from 'CC'. The recovery rating is '3', indicating S&P's expectation of meaningful (low end of the 50% to 70% range) recovery in the event of a payment default. "The 'D' rating reflects our expectation that Stone Energy will elect to file for Chapter 11 bankruptcy protection rather than make the November interest payment on its 7.5% senior unsecured notes due 2022," said S&P Global Ratings credit analyst David Lagasse. The company had previously announced Oct. 21, 2016, that it entered into a restructuring support agreement with certain holders of its unsecured notes and that the company expects to file for voluntary relief under Chapter 11 on or before Dec. 9, 2016. S&P expects Stone's onerous debt maturities and financing costs through 2017, combined with continued weak crude oil and natural gas prices, will result in Stone reorganizing under Chapter 11 protection as a means to restructure its heavy debt and interest expense obligations. SUNEDISON INC: In Settlement Talks With Terraform ------------------------------------------------- On Nov. 8, 2016, in a filing with the Securities and Exchange Commission, Terraform Power, Inc. ("TERP") disclosed in a presentation attached to the filing (the "Presentation") that it had circulated a draft settlement agreement to SunEdison, Inc. ("SunEdison") to propose a resolution of its outstanding claims against SunEdison. Since September 2016, TERP and SunEdison have been engaged in a collaborative process to explore strategic alternatives for TERP (as well as Terraform Global, Inc.) including a merger, sale, sponsorship or other transaction and that process continues. SunEdison is committed to continue to work in good faith with TERP as both entities explore strategic alternatives and will continue to do so during the pendency of any settlement negotiations. In furtherance of these settlement negotiations, SunEdison is currently in the process of reviewing and analyzing all pertinent information, including information it has requested from TERP as well as TERP's settlement proposal outlined in the Presentation. However, to enhance transparency around the settlement process, SunEdison would like to provide its views on TERP's settlement proposal, which have been conveyed to TERP previously and that the parties continue to negotiate. In particular, SunEdison believes that: -- The Presentation does not adequately account for SunEdison's defenses to TERP's claims against SunEdison; -- The Presentation does not account at all for the substantial affirmative claims held by SunEdison against TERP (including, without limitation, the value of any of the claims outlined in the recent motion filed by the Official Creditors' Committee); and -- The premise set forth in the Presentation that SunEdison's interests in TERP be treated "ratably" with TERP's other equity interests does not adequately account for SunEdison's contractual rights and interests and this issue will be addressed in the settlement negotiations. Overall, SunEdison is focused on maximizing the value of the estate for its creditors, and will continue to do everything it can in furtherance of that objective. SunEdison is also pleased that TERP recognizes the benefits of a consensus between TERP and SunEdison as it explores strategic alternatives. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc., also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SYNIVERSE TECHNOLOGIES: $700MM Bank Debt Trades at 11% Off ---------------------------------------------------------- Participations in a syndicated loan under Syniverse Technologies is a borrower traded in the secondary market at 88.60 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 3.15 percentage points from the previous week. Syniverse Technologies pays 300 basis points above LIBOR to borrow under the $700 million facility. The bank loan matures on April 20, 2019 and Moody's did not give any rating and Standard & Poor's did not give any rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. SYNIVERSE TECHNOLOGIES: $911MM Bank Debt Trades at 11% Off ---------------------------------------------------------- Participations in a syndicated loan under Syniverse Technologies is a borrower traded in the secondary market at 88.60 cents-on-the-dollar during the week ended Friday, November 11, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 3.15 percentage points from the previous week. Syniverse Technologies pays 300 basis points above LIBOR to borrow under the $911 million facility. The bank loan matures on April 23, 2019 and Moody's did not give any rating and Standard & Poor's did not give any rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended November 11. TCC GENERAL: Allowed to Use Cash Collateral Through Feb. 17 ----------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized TCC General Contracting, Inc., to use cash collateral on an interim basis, from Nov. 4, 2016 to Feb. 17, 2017. The Debtor identified Windset Capital, IOU Financial and Knight Capital as the secured creditors which assert interests in the cash collateral. The Secured Creditors were granted replacement liens in all postpetition assets of the Debtor, other than avoidance power actions and recoveries. A full-text copy of the Order, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/TCCGeneral2016_216bk18301bb_98.pdf About TCC General Contracting TCC General Contracting, Inc., operates a water and fire restoration company in Lancaster, California. It employs 30 employees and, based on gross revenues year to date, would realize gross revenues of perhaps $3.3 million. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-18301) on June 22, 2016. The bankruptcy petition was signed by Thomas C. Conroy IV, president. The Debtor is represented by Steven R. Fox, at the Law Offices of Steven R. Fox. The case is assigned to Judge Sheri Bluebond. The Debtor estimated assets and debt at $500,000 to $1,000,000. TEREX CORP: Moody's Affirms B1 CFR; Outlook Negative ---------------------------------------------------- Moody's Investors Service changed Terex Corporation's ratings outlook to negative from stable. Concurrently, Moody's affirmed the B1 Corporate Family Rating, B1-PD Probability of Default Rating (PDR), and SGL-2 liquidity rating. The change in the rating outlook to negative reflects the significant weakness in the company's end markets, particularly its crane business where margins have contracted to the low single digits. Although the aerial work platform (AWP) business continues to be the main driver of profitability, it too has recently exhibited a significant decline in revenue and profitability. These ratings were affirmed: Issuer: Terex Corporation: Corporate Family Rating, B1; Probability of Default, B1-PD; Senior Secured Bank Credit Facilities, Ba1 (LGD2); Senior Unsecured notes, B2 (LGD4); Speculative Grade Liquidity Rating, SGL-2. Issuer: Terex International Financial Services Co.: Senior Secured Term Loan, Ba1 (LGD2). Issuer(s): Terex International Financial Services Co. and Terex Corporation: The ratings outlook is negative. RATINGS RATIONALE The affirmation of Terex's B1 CFR considers the company's significant size, established market position, diverse product mix, and international reach. The affirmation weighs heavily its good liquidity position that is to benefit from approximately $820 million in gross cash proceeds from the sale of its Material Handling & Port Solutions (MHPS) business to Konecranes plc., that is scheduled to close in the first quarter of 2017. The agreed upon sale of the MHPS business will also provide incremental earnings as the deal includes a 25% ownership in Konecranes. The rating also benefits from the expectation that almost all of the proceeds will be used to pay-off debt, thereby reducing leverage to a level consistent with the B1 CFR. Moody's notes that the outlook for its business may improve if it sees an increase in infrastructure spending which should benefit crane sales. Moreover, its aerial works platform businesses should improve no later than 2018. Terex's leverage is currently high at approximately 6x. However, Moody's anticipates that the company will prioritize reducing debt to levels that are more supportive of the B1 rating during the near term. Consequently, Moody's expects that a significant portion of the MHPS cash proceeds will be used to repay debt so that pro forma leverage should decline to below 4 times. The company's SGL-2 liquidity rating reflects Moody's belief that Terex will maintain a good liquidity position so as to better manage through the current weak demand environment for its products. The rating considers the additional proceeds to be received from the sale of MHPS in early 2017 in addition to the company's $600 million revolving credit facility which is expected to be mostly available over the next twelve months or until such time as working capital needs increase due to improved sales. Terex's good cash balances, manageable debt maturities, and ability to sell assets to raise alternate liquidity also support the company's good liquidity profile. The ratings could come under pressure or the ratings could be downgraded if the company's free cash flow turned negative, or if credit metrics weaken further such that Debt to EBITDA is anticipated to rise and be sustained at or above 4.5 times post the receipt of proceeds from the MHPS sale. Contracting sales, or continued weakness in its access equipment business, a shrinking backlog, and/or weakening margins could also create downwards rating pressure. EBITDA to interest sustained under 2.5 times, could result in a ratings downgrade if deemed to be weakening further. A weakening of its currently good liquidity would likely result in a ratings downgrade given that its business fundamentals are weak at most of its operating units. Failure to close the MHPS business sale or use the vast majority of proceeds to reduce debt would likely result in a ratings downgrade. The ratings or outlook are unlikely to be upgraded given the company's low margins, high reliance on its access equipment business to support consolidated profitability and the belief that the access business will grow more slowly over the next year. Nevertheless, metrics that would support positive ratings traction include leverage sustained below 3.5 times and EBITDA to interest sustained above 3.5 times while improving diversification and profitability of its businesses. Stable margins in its AWP business (its best performing unit) would be an important factor in positive ratings traction. It is also important that the company make progress turning around its underperforming businesses. As Terex will own 25 % of Konecranes after the sale of the MHPS business, strength in Konecranes performance could be beneficial to Terex earnings and cash flows. The sale of its position in Konecranes without a constructive use of proceeds could be viewed as a ratings negative. The principal methodology used in these ratings was "Global Manufacturing Companies" published in July 2014. Terex Corporation is a global manufacturer of lifting and material processing products and services. The company reports in three business segments: Aerial Work Platforms, Cranes, and Materials Processing. Terex delivers lifecycle solutions to a broad range of industries, including the construction, infrastructure, manufacturing, shipping, transportation, refining, energy, utility, quarrying and mining industries. Terex offers financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. Pro forma for the sale of MHPS, Terex's revenues for the last twelve month period through Sept. 30, 2016 approximated $4.6 billion. TEREX CORP: S&P Revises Outlook to Neg. & Affirms 'BB' CCR ---------------------------------------------------------- S&P Global Ratings said that it has revised its outlook on Terex Corp. to negative from stable and affirmed its 'BB' corporate credit rating on the company. S&P's issue-level and recovery ratings on the company's senior secured credit facilities and senior unsecured notes remain unchanged. "The outlook revision reflects our belief that the company may be unable to reduce its leverage from currently elevated levels as quickly as anticipated because of the continued weak global demand for cranes and aerial work platforms," said S&P Global credit analyst Tyrell Peebles. Pro forma for the expected debt repayment following the company's sale of its MHPS business in early 2017, S&P anticipates that Terex's leverage will be in the low-4x. S&P expects the company to use most of the $770 million in net proceeds from the MHPS sale to repay a significant portion of its outstanding senior unsecured notes. S&P's analysis assumes that the company will take a measured approach to share repurchases over the next 12 months and that management will prioritize further debt reduction and operational improvements over acquisitions and shareholder returns, which should allow Terex to reduce its leverage to the mid-3x area by the end of 2017. The negative outlook on Terex reflects S&P's view that the weak global demand for cranes and aerial work platforms could cause the company's leverage to deteriorate meaningfully from S&P's expectations over the next 12-18 months. The negative outlook also incorporates the potential that the company's operating performance may deteriorate further or that management may use its cash flow for shareholder returns, which could limit Terex's ability to reduce its leverage from currently elevated levels. S&P could lower its ratings on Terex if S&P anticipates that the company will experience a more severe business downturn or undertake meaningful acquisitions or shareholder returns that lead its debt-to-EBITDA metric to remain above 4x on a sustained basis without prospects for near-term improvement. In addition, if the company does not close the sale of its MHPS business or if it primarily uses the proceeds from its asset sale for shareholder returns instead of debt repayment, we could lower the rating. S&P would consider revising our outlook on Terex to stable if S&P expects that the global demand for cranes and aerial work platforms will stabilize and S&P come to believe that the company will reduce and maintain its leverage below 3.5x on a sustained basis. VASSALLO INTERNATIONAL: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Vassallo International Group Inc. 100 Carr 506 Coto Laurel Ponce, PR 00780-2935 Case No.: 16-09093 Chapter 11 Petition Date: November 16, 2016 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Debtor's Counsel: Charles Alfred Cuprill-Hernandez, Esq. CHARLES A CUPRILL, PSC LAW OFFICES 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: 787 977-0515 E-mail: cacuprill@cuprill.com Total Assets: $0 Total Liabilities: $8.41 million The petition was signed by Rafael V. Vassallo Collazo, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb16-09093.pdf VERMILLION INC: Incurs $3.47 Million Net Loss in Third Quarter -------------------------------------------------------------- Vermillion, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.47 million on $623,000 of total revenue for the three months ended Sept. 30, 2016, compared to a net loss of $5.14 million on $330,000 of total revenue for the same period a year ago. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $12.12 million on $1.83 million of total revenue compared to a net loss of $14.13 million on $1.81 million of total revenue for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Vermillion had $10.68 million in total assets, $4.39 million in total liabilities and $6.29 million in total stockholders' equity. Valerie Palmieri, president and CEO of Vermillion, Inc., stated, "We continued to execute on our short-term and long-term goals, including reimbursement, publications, and awareness, as well as our ASPiRA pelvic mass specimen and data repository. We believe this foundation will allow us to provide solutions for women affected by a pelvic mass. Pelvic mass conditions impact 20 million women in the US and are a significant burden to the healthcare system and the patient lives they impact." As of Sept. 30, 2016, cash and equivalents totaled $8.1 million. The Company utilized $3.0 million in cash in the third quarter of 2016 and expects net cash utilization to be less than $3.0 million in the fourth quarter of 2016. Liquidity and Capital Resources "We plan to continue to expend resources selling and marketing OVA1 and Overa, operating our IVD trial services business and developing additional diagnostic tests and service capabilities. "We have incurred significant net losses and negative cash flows from operations since inception. At September 30, 2016, we had an accumulated deficit of $382,710,000 and stockholders' equity of $6,290,000. As of September 30, 2016, we had $8,080,000 of cash and cash equivalents and $2,641,000 of current liabilities. Working capital was $5,948,000 and $16,015,000 at September 30, 2016 and December 31, 2015, respectively. "On March 22, 2016, we entered into an agreement pursuant to which we may borrow up to $4,000,000 from the DECD. We received an initial disbursement of $2,000,000 on April 15, 2016 under this agreement. The remaining $2,000,000 will be disbursed if and when we achieve certain future milestones. "We expect to incur a net loss and negative cash flows from operations in the remainder of 2016 and the foreseeable future. Our management believes that successful achievement of our business objectives will require additional financing. Given these conditions, there is substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. "We expect to raise capital through a variety of sources, which may include the public equity market, private equity financing, collaborative arrangements, licensing arrangements, and/or public or private debt. However, additional funding may not be available when needed or on terms acceptable to us. If we are unable to obtain additional capital, we may not be able to continue sales and marketing, research and development, or other operations on the scope or scale of current activity and that could have a material adverse effect on our business, results of operations and financial condition. "Net cash used in operating activities was $11,199,000 for the nine months ended September 30, 2016 resulting primarily from the net loss reported of $12,122,000 and changes in accounts payable, accrued and other liabilities of $769,000 partially offset by stock compensation expense of $861,000, depreciation and amortization of $523,000 and prepaid expenses of $354,000. "Net cash used in operating activities was $13,780,000 for the nine months ended September 30, 2015 resulting primarily from the net loss reported of $14,132,000 and non-cash license revenue of $316,000, partially offset by stock compensation expense of $908,000. "Net cash used in investing activities was $1,240,000 and $222,000 for the nine months ended September 30, 2016 and 2015, respectively. The costs in 2016 resulted from purchases of property and equipment for the ASPiRA IVD laboratory and also included a $125,000 down payment on the Roche cobas 6000 analyzer used at ASPiRA LABS. "Net cash provided by financing activities was $1,877,000 for the nine months ended September 30, 2016, which consisted primarily of proceeds from the DECD loan." A full-text copy of the Form 10-Q is available for free at: https://is.gd/kK4mDs About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion reported a net loss of $19.1 million on $2.17 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $19.2 million on $2.52 million of total revenue for the year ended Dec. 31, 2014. VKI VENTURES: Court Extends Plan Filing Period to Jan. 30 --------------------------------------------------------- Judge Paul G. Hyman, Jr. of the U.S. Bankruptcy Court for the Southern District of Florida extended VKI Ventures, LLC's exclusive periods to file a plan and disclosure statement and to solicit acceptances to its plan, to January 30, 2017 and March 31, 2017, respectively. The Debtors previously sought the extension of their exclusive periods contending that they were in negotiations with the secured creditor, and that said negotiations would have a material effect on the creditors' plan treatment. The Debtors further contended that they required additional time to file a plan. About VKI Ventures LLC VKI Ventures, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-14898), on April 5, 2016. The petition was signed by Sriram Srinivasan, managing member. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor disclosed total assets at $484,757 and total liabilities at $1.32 million. The Debtor listed Deutsche Bank National Trust Company as its largest unsecured creditor holding a claim of $417,364. WALTER H. BOOTH: Case Summary & 7 Unsecured Creditors ----------------------------------------------------- Debtor: Walter H. Booth Clause 4 Trust P.O. Box 1077 Concord, NH 03302-1077 Case No.: 16-11598 Nature of Business: Business Trust Chapter 11 Petition Date: November 16, 2016 Court: United States Bankruptcy Court District of New Hampshire (Manchester) Debtor's Counsel: Eleanor Wm Dahar, Esq. VICTOR W. DAHAR PROFESSIONAL ASSOCIATION 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 E-mail: edahar@att.net vdaharpa@att.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen W. Booth, trustee. A copy of the Debtor's list of seven unsecured creditors is available for free at http://bankrupt.com/misc/nhb16-11598.pdf WATCO COS: S&P Lowers Rating on Sr. Unsecured Notes to 'B-' ----------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Watco Cos. LLC's senior unsecured notes to 'B-' from 'B' and revised its recovery rating on the notes to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower half of the range) recovery of principal in the event of a payment default. All of S&P's other ratings on Watco remain unchanged. S&P lowered its issue-level rating on Watco's senior unsecured notes and revised our recovery rating to reflect the increase in the company's amount of secured debt following the refinancing of the seller's note on its Greensport property. The new loan is secured by the property and guaranteed by Watco. RECOVERY ANALYSIS Key analytical factors -- The '5' recovery rating on the senior unsecured notes reflects S&P's expectation for modest recovery (10%-30%; lower half of the range) in the event of a payment default. -- S&P valued the company on a going concern basis using a 6.5x multiple of S&P's projected emergence EBITDA. Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $140 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $865 million -- Valuation split (obligors/nonobligors): 95%/5% -- Priority claims: $4 million -- Collateral value available to secured creditors: $845 million -- Secured first-lien debt: $797 million -- Recovery expectations: Not applicable -- Total value available to unsecured claims: $63 million -- Senior unsecured debt and pari passu claims: $452 million -- Recovery expectations: 10%-30% (lower half of the range) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Watco Cos. LLC Corporate Credit Rating B/Negative/-- Issue-Level Rating Lowered; Recovery Rating Revised To From Watco Cos. LLC Senior Unsecured B- B Recovery Rating 5L 4L WEATHERFORD INT'L: Moody's Rates New $500MM Sr. Unsec. Notes Caa1 ----------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Weatherford International Ltd.'s (Weatherford or Weatherford Bermuda, incorporated in Bermuda) proposed $500 million senior unsecured notes. The rating outlook remains negative. The proceeds from the proposed notes offering will be used to repay debt outstanding under its revolving credit facility. "Weatherford's proposed bond issuance will modestly improve the company's liquidity profile, with increased availability under its revolving credit facility and more covenant compliance headroom," commented Gretchen French, Moody's Vice President. "However, the company's elevated debt levels remain unchanged." Issuer: Weatherford International Ltd. (Bermuda) Ratings Assigned: $500 million Senior Unsecured Notes, Rated Caa1 (LGD4) Weatherford's current ratings are: Weatherford International Ltd. (Bermuda) Corporate Family Rating, B3 Probability of Default Rating, B3-PD Backed Senior Unsecured Notes, Caa1 (LGD 4) Backed Senior Unsecured Shelf Rating, (P)Caa1 Backed Subordinate Shelf Rating, (P)Caa2 Backed Preferred Shelf Rating, (P)Caa2 Preference Shelf Rating, (P)Caa2 Backed Commercial Paper Rating of Not Prime Speculative Grade Liquidity of SGL-3 Rating outlook, Negative Weatherford International, LLC. (Delaware) Backed Senior Unsecured Notes, Caa1 (LGD 4) Backed Senior Unsecured Shelf Rating, (P)Caa1 Rating outlook, Negative RATINGS RATIONALE The Caa1 ratings on Weatherford's proposed notes are rated in-line with the existing Caa1 unsecured debt ratings of both Weatherford Bermuda and Weatherford Delaware. The proposed notes benefit from guarantees from both Weatherford Delaware and Weatherford's ultimate parent company, Weatherford International plc, incorporated in Ireland. However, the proposed notes, along with the existing unsecured debt of both Weatherford Bermuda and Weatherford Delaware, do not benefit from upstream guarantees from Weatherford's operating subsidiaries, where nearly all of the consolidated company's assets, leases, and non-debt liabilities reside. The unsecured notes are rated one-notch below Weatherford's B3 Corporate Family Rating (CFR), reflecting the contractual and structural subordination of the unsecured notes to the company's credit facility. Weatherford's credit facility benefits from upstream guarantees from a material portion of its operating and holding company subsidiaries and the facility includes a $488 million term loan that has a first lien security on substantially all of Weatherford's assets. Weatherford's B3 CFR reflects the company's negative cash flow generation during the oilfield service downturn as compared to its oilfield services peers and high debt balances. While Moody's expects Weatherford will benefit from a modest recovery in activity levels and cash flow into 2017, Moody's believes the company's cash flow generation will be moderate and leverage metrics will remain high. Weatherford's B3 CFR is supported by: its scale and strong market positions in several product lines; its geographic diversification, with a substantial portion of its revenue coming from markets outside the more volatile North American market; and its numerous patented products and technologies, which give the company a competitive edge in several markets. The rating also considers the actions Weatherford has taken in response to the downturn, including cost reduction efforts, raising equity, managing its debt maturity profile, and focusing on a goal of free cash flow generation and debt reduction. Weatherford's SGL-3 rating reflects its adequate liquidity profile through 2017, with the expectation of modest free cash flow, sufficient covenant compliance cushion, and a high reliance on external financing. With the proposed bond issuance, Weatherford's availably under its revolver and covenant compliance cushion have improved moderately through 2017, including factoring upcoming covenant step-downs. Weatherford has a bank credit facility that includes a $1.15 billion revolver maturing in July 2019 and $488 million secured term loan maturing in July 2020. Weatherford also has a residual revolver of $229 million, maturing in July 2017. The credit facility has a 5% commitment reduction starting in July 2017, and 10% annually thereafter, but will not reduce below $1 billion. As of Sept. 30, 2016, Weatherford had $330 million in cash drawings outstanding under its credit facility and $61 million in letters of credit. The company is currently in compliance with its financial covenants under its bank credit facility. The rating outlook remains negative, reflecting the risk that cash flow generation could be challenged into 2017, resulting in continued elevated financial leverage. Weatherford's ratings could be downgraded should liquidity weaken or if cash flow levels remain negative. The ratings could be upgraded if Weatherford is able to generate positive cash flow from operations that support a retained cash flow/debt ratio above 5%. The principal methodology used in this rating was "Global Oilfield Services Industry Rating Methodology" published in December 2014. Weatherford International Ltd. and Weatherford International, LLC are wholly-owned subsidiaries of Weatherford International plc, which is headquartered in Switzerland and is a diversified international energy service and manufacturing company that provides a variety of services and equipment to the oil and gas industry. ZIP'S WISEGUYS: Wants Court Approval for Cash Collateral Use ------------------------------------------------------------ Zip's Wiseguys Inc. asks the U.S. Bankruptcy Court for the Western District of New York for authorization to use cash collateral. As of the Petition Date, the Debtor was indebted to these creditors holding secured claims: (a) Department of the Treasury, Internal Revenue Service, in the aggregate amount of approximately $32,000; (b) New York State Department of Taxation and Finance, in the aggregate amount of approximately $23,000; and (c) New York State Department of Labor, Unemployment Insurance Division, in the aggregate amount of approximately $3,500. The Debtor's proposed Budget covers the period from Nov. 15, 2016 through March 7, 2017. The Budget provides for total expenses in the amount of $4,679 for the period Nov. 15, 2016 to Nov. 21, 2016; $8,399 for the period Nov. 22, 2016 to Dec. 5, 2016; and $63,945 for the period Dec. 6, 2016 to March 7, 2017. All three Creditors hold a lien against the Debtor's cash collateral. The Debtor contends that the cash collateral is not subject to any other claims or liens. The Debtor proposes to provide monthly adequate protection payments to the Creditors, commencing no later than De. 15, 2016, as follows: (a) $625 to the IRS; (b) $625 to the NYS Tax Department; and (c) $70 to the NYS DOL. A full-text copy of the Debtor's Motion, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/ZipsWiseguys2016_11612294clb_4.pdf A full-text copy of the Debtor's proposed Budget, dated Nov. 14, 2016, is available at http://bankrupt.com/misc/ZipsWiseguys2016_11612294clb_4_2.pdf About Zip's Wiseguys Zip's Wiseguys, Inc., filed a chapter 11 petition (Bankr. W.D.N.Y. Case No. 1-16-12294-CLB) on Nov. 14, 2016. The Debtor is represented by Scott J. Bogucki, Esq. and Arthur G. Baumeister, Jr., Esq. at Amigone, Sanchez & Mattrey, LLP. Zip’s is a New York corporation formed on or about October 28, 2014, which has operated since that time, and continues to operate, as a pizzeria and fast food restaurant, providing dine-in, takeout, and delivery food service. Zip’s has three locations: (a) 1341 Hertel Avenue, Buffalo, New York 14216; (b) 1161 Sheridan Drive, Tonawanda, New York 14150; and (c) 1127 Tonawanda Street, Buffalo, New York, 14207. Paula Turton holds a 100% shareholder interest in Zip's and is its sole director. Daniel DiRosa is the Vice President of Zip's, and is the individual authorized and directed to be the signatory on behalf of the Debtor and has been designated as the responsible person in the Chapter 11 proceedings. [*] EisnerAmper Ranks 2nd in Top Crisis Management Firms Category ----------------------------------------------------------------- EisnerAmper LLP on Nov. 17, 2016, disclosed that it has been ranked as a leading firm in The Deal's Q3 2016 league table rankings for crisis management firms and professionals. EisnerAmper ranked second in the "Top Crisis Management Firms" category for number of cases. In addition, the firm's consultants held ten positions in the top twenty rankings for "Top Crisis Management Professionals," including the top spot. The Deal's Bankruptcy League Tables are the industry's only rankings resource focused solely on active U.S. bankruptcy cases. The rankings involve cases of debtors with liabilities of $10 million or more, with the rankings based on the aggregation of those liability values. EisnerAmper has been ranked as a leading Crisis Management Firm in The Deal's expanded tables for several years. Charly Weinstein, EisnerAmper's CEO, added that "Our team's depth of experience and capabilities in the crisis management arena allows us to help companies manage the unexpected and move forward. This facet of our practice is an important client resource in an unpredictable world, and we expect it to continue to develop and grow." "EisnerAmper's practice continues to expand thanks to the work of our growing roster of talented professionals," said Bankruptcy and Restructuring Group Partner-in-Charge Allen Wilen. "We're proud to place at the top of the ranking, which reflects the hard work of our team." [*] JND Corporate Restructuring Completes Complex Restructurings ---------------------------------------------------------------- JND Corporate Restructuring, a subsidiary of JND Legal Administration that provides technology-driven claims and noticing services to companies undergoing corporate bankruptcy, announced the completion of several major, complex restructurings that resulted in cost and time savings for its clients, including law firm Morris Schneider Wittstadt, Va. PLLC, enterprise security software provider Wave Systems Corp., and multi-family housing investor Variant Holding Corp. "We work closely with our clients to provide the most powerful and effective solutions to take them through bankruptcy in the most efficient, accurate and affordable way possible," said Travis Vandell, CEO of JND Corporate Restructuring. "The results our clients have experienced are a testament to our innovative bankruptcy solutions and our tireless, stalwart client service." JND Corporate Restructuring's innovative proprietary technology platform affords clients dramatic time and cost savings throughout the bankruptcy lifecycle. It enables debtors and their professionals to navigate the administrative aspects of corporate bankruptcy more effectively with electronic processes and technology-based tools, including QR codes that hold up to 50 times more data than traditional barcodes used by competitors and electronic claims processing capabilities. In each case, JND's team also leverages their extensive experience in the restructuring industry space alongside their technology capabilities to tackle complex cases, listening to client needs and creating structured plans that are time and cost-efficient. JND's recently completed cases include the following: -- Morris Schneider Wittstadt, Va. PLLC and its affiliated debtors successfully liquidated, with JND helping the firm navigate effortlessly through bankruptcy -- and allowing them to focus solely on resolving their ongoing legal grievances. Prior to being defrauded $70 million, the firm employed more than 850 legal professionals in 30 offices across four states. "I had not worked with JND, formerly UpShot Services, prior to the MSW cases. The Debtors selected JND as the Debtors' claims agent based upon the recommendation of a colleague in the bar and JND's rates," said Jeff Waxman, Partner at Morris James LLP. "Throughout the MSW cases, the team at JND was immediately responsive to all of the issues that the Debtors' cases required, including serving pleadings, maintaining a website for the Debtors and the Committee, reviewing and providing comments to the proposed plan solicitation and voting process, and providing us with regular updates of plan voting." -- Wave Systems Corp. successfully emerged from Chapter 11 bankruptcy with returns to creditors that surpassed initial expectations. With the help of JND's electronic ballots and other pioneering proprietary technology and services, the company transitioned from Chapter 7 liquidation to Chapter 11 seamlessly and effectively. Upon completing Chapter 11, Wave Systems provided creditors with a payout that was 81 percent more than originally formulated under Chapter 7. -- Despite spending two years in Chapter 11, Variant Holding Company, a multi-family housing magnate, was making slow progress in resolving their bankruptcy. JND Corporate Restructuring administered the cases of its 33 operating subsidiaries. Despite the complexities presented by restructuring within the income property field and the number of subsidiaries, the administrative aspects of restructuring managed by JND were successful and within a year, all operating entities were acquired. About JND Legal Administration JND Legal Administration -- http://www.JNDLA.com/-- is a management and administration company delivering service lines in class action, bankruptcy, eDiscovery, government services and mass tort. JND's team of industry veterans is passionate about providing outstanding service to clients. Armed with decades of expertise and a powerful set of tools, JND has deep experience expertly navigating the intricacies of class action settlements, corporate restructuring, eDiscovery, mass tort claims and government services. JND is trusted by law firms, government agencies and Fortune 500 companies across the nation. The company is backed by Stone Point Capital and has offices in Colorado, Minnesota, New York, North Carolina, Washington and Washington, D.C. [^] BOOK REVIEW: Risk, Uncertainty and Profit --------------------------------------------- Author: Frank H. Knight Publisher: Beard Books Softcover: 381 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt The tenets Frank H. Knight sets out in this, his first book, have become an integral part of modern economic theory. Still readable today, it was included as a classic in the 1998 Forbes reading list. The book grew out of Knight's 1917 Cornell University doctoral thesis, which took second prize in an essay contest that year sponsored by Hart, Schaffner and Marx. In it, he examined the relationship between knowledge on the part of entrepreneurs and changes in the economy. He, quite famously, distinguished between two types of change, risk and uncertainty, defining risk as randomness with knowable probabilities and uncertainty as randomness with unknowable probabilities. Risk, he said, arises from repeated changes for which probabilities can be calculated and insured against, such as the risk of fire. Uncertainty arises from unpredictable changes in an economy, such as resources, preferences, and knowledge, changes that cannot be insured against. Uncertainty, he said "is one of the fundamental facts of life." One of the larger issues of Knight's time was how the entrepreneur, the central figure in a free enterprise system, earns profits in the face of competition. It was thought that competition would reduce profits to zero across a sector because any profits would attract more entrepreneurs into the sector and increase supply, which would drive prices down, resulting in competitive equilibrium and zero profit. Knight argued that uncertainty itself may allow some entrepreneurs to earn profits despite this equilibrium. Entrepreneurs, he said, are forced to guess at their expected total receipts. They cannot foresee the number of products they will sell because of the unpredictability of consumer preferences. Still, they must purchase product inputs, so they base these purchases on the number of products they guess they will sell. Finally, they have to guess the price at which their products will sell. These factors are all uncertain and impossible to know. Profits are earned when uncertainty yields higher total receipts than forecasted total receipts. Thus, Knight postulated, profits are merely due to luck. Such entrepreneurs who "get lucky" will try to reproduce their success, but will be unable to because their luck will eventually turn. At the time, some theorists were saying that when this luck runs out, entrepreneurs will then rely on and substitute improved decision making and management for their original entrepreneurship, and the profits will return. Knight saw entrepreneurs as poor managers, however, who will in time fail against new and lucky entrepreneurs. He concluded that economic change is a result of this constant interplay between new entrepreneurial action and existing businesses hedging against uncertainty by improving their internal organization. Frank H. Knight has been called "among the most broad-ranging and influential economists of the twentieth century" and "one of the most eclectic economists and perhaps the deepest thinker and scholar American economics has produced." He stands among the giants of American economists that include Schumpeter and Viner. His students included Nobel Laureates Milton Friedman, George Stigler and James Buchanan, as well as Paul Samuelson. At the University of Chicago, Knight specialized in the history of economic thought. He revolutionized the economics department there, becoming one the leaders of what has become known as the Chicago School of Economics. Under his tutelage and guidance, the University of Chicago became the bulwark against the more interventionist and anti-market approaches followed elsewhere in American economic thought. He died in 1972. ********* 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. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* 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 ***