/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161130.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 30, 2016, Vol. 20, No. 334 Headlines 624 STANYAN: Will Refinance San Francisco Property, Plan Says A C MOBILE: Unsecureds To Recover 20% in Five Years ADAMS TRACTOR: Hires Haeberle as Accountant ADAMSVILLE PROPERTIES: U.S. Trustee Unable to Appoint Committee ADVANCEPIERRE FOODS: S&P Affirms 'B+' CCR Following Refinancing AK STEEL: Egan-Jones Hikes Sr. Unsec. Ratings to B- ALGODON WINES: Incurs $2.14 Million Net Loss in Third Quarter ALLEN CONSTRUCTION: Hearing to Consider Disclosures on Dec. 15 ALLIANCE PROCESSORS: Hires TruckCenter as Auctioneer ALLY FINANCIAL: Inks Settlement Agreement with DOJ AMERICAN APPAREL: Seeks to Hire Houlihan as Investment Banker AMERICAN GILSONITE: Get Final Court OK on $30M DIP Financing ARUBA PETROLEUM: Seeks to Hire Eric A. Liepins as Legal Counsel AUTONATION INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ AVAYA INC: Weighing Ch.11 Filing, Sale of Call-Center Software Unit AXIALL CORP: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings BANKUNITED INC: Moody's Affirms Ba1 Local Currency Issuer Rating BHUP N. YADAV: Disclosures Has Prelim OK; Plan Hearing on Dec. 28 BIOSTAR PHARMACEUTICALS: Incurs $1.56 Million Net Loss in Q3 BLACK ELK ENERGY: Ex-Officials Face DOJ, SEC Probes BRAZIL MINERALS: Incurs $483K Net Loss in Third Quarter BUCKTAIL MEDICAL: Seeks to Hire O'Brien & Ryan as Special Counsel CALMARE THERAPEUTICS: Stockholders Elect Seven Directors CANNASYS INC: Files Form 10-Q; Incurs $1.66M Net Loss in Third Qtr. CAR CHARGING: Incurs $2.79 million Net Loss in Third Quarter CATALENT PHARMA: Moody's Assigns B3 Rating on New Sr. Unsec. Notes CATALENT PHARMA: S&P Rates Proposed $400MM Sr. Unsec. Notes 'BB-' CATARINA CONSTRUCTION: Hires Bridgepoint's Erik White as CRO CATARINA CONSTRUCTION: Hires Kell Mercer as Counsel CEETOP INC: Incurs $71.7K Net Loss in Third Quarter CENVEO INC: Egan-Jones Hikes Sr. Unsec. Ratings to B- from CCC+ CHAPARRAL ENERGY: Has Framework for Debt-for-Equity Plan CHAPARRAL ENERGY: JPMorgan to Syndicate $550-Mil. Exit Loans CHAPARRAL ENERGY: Lenders, Noteholders Want Plan Filed by Dec. 13 CHAPARRAL ENERGY: Noteholders to Backstop $50M Rights Offering CHAPARRAL ENERGY: Posts $5.49-Mil. Net Loss in Sept. 30 Quarter CHAPARRAL ENERGY: Seeks Approval of Fischer Retirement Deal CHAPARRAL ENERGY: UST Wants Hearing on PSA, et al. Pushed Back CHIEFTAIN STEEL: U.S. Trustee Unable to Appoint Committee for Unit CHINA FISHERY: Trustee Seeks to Hire Skadden as Legal Counsel COGENT COMMUNICATIONS: S&P Affirms 'B+' Rating on Sr. Sec. Notes CONTINENTAL RESOURCES: Egan-Jones Cuts Sr. Unsecured Ratings to B CREATIVE REALITIES: Incurs $2.76 Million Net Loss in Third Quarter CRYOPORT INC: Incurs $2.18 Million Net Loss in Second Quarter CULPEPPER ENTERPRISES: Hires John Moore as Counsel CULPEPPER ENTERPRISES: Taps S. Wayne Easterling as Special Counsel CURTIS EDWARD SHELDON: Unsecureds To Get Quarterly Payment of $681 DE-TECH COLLISION: Hires Schneider Miller as Counsel DEAN YOUNG: Exit Plan Proposes to Sell Barnwell Property DENNIS KOLODIN: Plan Confirmation Hearing on Jan. 4 DICKINSON OF SAN ANTONIO: Hires Langley & Banack as Attorneys DIRECTBUY HOLDINGS: UST Opposes $500,000 Expense Reimbursement DOLPHIN DIGITAL: Incurs $11.5 Million Net Loss in Third Quarter E & E ENTERPRISES: Hires Albo & Oblon as Attorney ECOSPHERE TECHNOLOGIES: Incurs $1.05-Mil. Net Loss in Third Quarter EFT HOLDINGS: Incurs $992,000 Net Loss in Second Quarter ELBIT IMAGING: Unit Closes Second Tranche of Refinancing ENUMERAL BIOMEDICAL: Supplements Schedule TO Transaction Statement ERNEST SHEPHERD: Disclosures Okayed, Plan Hearing on Dec. 21 ETRADE FINANCIAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ EXCO RESOURCES: Oaktree Discloses 10.9% Stake as of Nov. 18 EXPERIMENTAL MACHINE: Allowed to Use M&T Bank Cash Until Dec. 17 FIRST WIVES: Hires Mann Solutions as Chief Restructuring Advisor FRANK W. KERR: Committee Taps BDO USA as Financial Advisor FREESEAS INC: To Hold Annual Meeting on Dec. 22 FTE NETWORKS: Incurs $1.05 Million Net Loss in Third Quarter FULLCIRCLE REGISTRY: Incurs $167,000 Net Loss in Third Quarter GASTAR EXPLORATION: Initial Closing of Oklahoma Acreage Sale GLOBAL AMENITIES: Hires Nelson as Special Litigation Counsel GLOBAL HEALTHCARE: Posts $314,000 Net Income for Third Quarter GLYECO INC: Incurs $699,000 Net Loss in Third Quarter GRIZZLY LAND: Ch. 11 Trustee Wants to Use RAB Cash Until Sept. 30 GTT COMMUNICATIONS: Moody's Confirms B2 CFR on Hibernia Deal GULFMARK OFFSHORE: Adds Exclusive Forum Selection to Bylaws GULFMARK OFFSHORE: Has Tender Offer for $300M Sr. Notes Due 2022 GULFMARK OFFSHORE: S&P Lowers CCR to 'CC' on Tender Offer GUSTAVO ARANGO: Unsecureds To Recover 12% Under Plan HAMPSHIRE GROUP: Asks Court to Extend Bankr. Stay to Execs HDREPAIR.COM CORP: Court Denies Approval of Plan Outline HENDRICKSON TRUCKING: To Pay Unsecureds 10% Over 16 Mos. HERTZ CORPORATION: Moody's Affirms B1 CFR; Outlook Negative HOOPER HOLMES: Incurs $2.05 Million Net Loss in Third Quarter HPIL HOLDING: Incurs $41.6K Net Loss in Third Quarter HUDBAY MINERALS: Moody's Rates US$1BB Sr. Unsec. Notes B3 HUDBAY MINERALS: S&P Assigns 'B' Rating on US$1BB Sr. Unsec. Notes I3 GROUP: To Pay Unsecureds With Income From Woodbridge Plot Dev't IMAGEWARE SYSTEMS: Incurs $2.74 Million Net Loss in Third Quarter IMX ACQUISITION: Equity Committee Taps FTI as Financial Advisor INFOMOTION SPORTS: Plan Outline Okayed, Plan Hearing on Dec. 19 INOFIN INC: Holland & Knight Cleared from Malpractice Claim INT'L SHIPHOLDING: Gets Court Approval on Seacor Capital RSA INTEGRATED BIOPHARMA: Director LaPlaca Won't Stand for Re-election INTERNATIONAL SEAWAYS: Moody's Assigns B3 CFR; Outlook Stable KEMET CORP: Bryant Riley Reports 5.28% Equity Stake as of Nov. 9 KIRK'S FRAMING: Hires Haeberle as Accountant KIWA BIO-TECH: Posts $93,600 Net Income for Third Quarter L & R FAMILY: Can Use HSBC Cash Collateral on Final Basis LEE BROTHERS: Hires Sheehan Law as Counsel LEVEL 1 INC: Hires Fisher Rushmer as Attorney LEVEL 8 APPAREL: Wants to Use Capstone, IRS Cash Collateral LIBERTY MEDIA: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings LIGHTSTONE GENERATION: Moody's Rates $1.825BB Facilities Ba3 LINN ENERGY: Posts $198-Mil. Net Loss for Sept. 30 Quarter LIQUIDMETAL TECHNOLOGIES: Inks Separation Agreement with CEO LOWELL & SONS: Hires Samuels Yoelin as Counsel LUSIGNAN SECURITY: Court Calls Cash Collateral Motion Moot LUVU BRANDS: Incurs $177,000 Net Loss in Sept. 30 Quarter LYNN ARTHUR NICHOLS: Unsecureds To Get $21,078.48 in 5 Yrs MARINA BIOTECH: Mihir Munsif Reports 5.9% Stake as of Nov. 15 MARINA BIOTECH: Posts $769,000 Net Income for Third Quarter MARINA BIOTECH: Pyng Soon Holds 5.9% Equity Stake as of Nov. 15 MARINA BIOTECH: Vuong Trieu Reports 44% Stake as of Nov. 15 MCNEILL GROUP: Unsecureds To Get $5,267 Per Month For Five Years MICRO FOCUS: Moody's Puts B1 CFR on Review for Downgrade MICROCHIP TECHNOLOGY: Egan-Jones Cuts Sr. Unsec. Ratings to BB- MINERVA YAGER: Plan Confirmation Hearing Set for Jan. 10 MISSION NEWENERGY: All Resolutions Passed at Annual Meeting MOMENTIVE PERFORMANCE: Posts $16M Net Loss for Sept. 30 Quarter NAUGHTON PLUMBING: Seeks Court Approval for Cash Collateral Use NETSUITE INC: Egan-Jones Withdrew B+ Sr. Unsec. Ratings NEW JERSEY HEADWEAR: Hires Bederson as Financial Advisor NEWGIOCO GROUP: Insufficient Cash Flow Raises Going Concern Doubt NEWPARK RESOURCES: Egan-Jones Cuts Sr. Unsec. Ratings to CCC+ NORANDA ALUMINUM: Court Approves Global Settlement NORANDA ALUMINUM: Court Dismisses Chapter 11 Case NORANDA ALUMINUM: Royce & Associates Has 5.92% Stake as of Oct. 31 NORBORD INC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR NORMCC ENTERPRISES: Hires Sheehan Law as Counsel NORTEL NETWORKS: NNI Unsecureds to Recoup 55.1%-61.2% NORTEL NETWORKS: Trade Creditors, Others Object to Plan Outline NORTH GATEWAY CORE: John Propst To Be Paid Over 5 Yrs at 4.5% NORTH GATEWAY: Jan. 4 Plan Confirmation Hearing Set OAKS OF PRAIRIE: Allowed to Use ISB Cash Collateral Until Dec. 31 OVERSEAS SHIPHOLDING: Moody's Lowers CFR to B3; Outlook Negative PACIFIC SUNWEAR: Wins Court Approval to Pay $12.8M in Legal Fees PEABODY ENERGY: Arbitration Hearings on UMWA Rift to Begin Dec. 19 PEABODY ENERGY: DIP Lenders Lift Deadline for CNTA Case Ruling PEABODY ENERGY: Feb. 2017 Trial in Suit vs. APS, PacifiCorp PEABODY ENERGY: Mangrove Reports 5.2% Stake as of Oct. 19 PEABODY ENERGY: Posts $134 Million Net Loss in Q3 2016 PHOTOMEDEX INC: Receives Noncompliance Notice from NASDAQ PLASTIC2OIL INC: Incurs $1.65 Million Net Loss in Third Quarter QUALITY FLOAT: Has Until Feb. 22 to Use First Midwest Bank Cash RADIATE HOLDCO: Moody's Withdraws B2 Corp Family Rating RADIATE HOLDCO: S&P Assigns 'B' CCR on Aggressive Financial Policy RECYCLING GROUP: Wants to Use Sutton Bank Cash Collateral REPSOL OIL: Egan-Jones Withdraws BB Sr. Unsecured Ratings REVOLVE SOLAR: Fleet Staff Opposes Approval of Plan Outline RIO MOBILE: Seeks to Hire Antonio Martinez as Legal Counsel RITA RESTAURANT: Cash Collateral Use on Interim Basis Allowed ROBERT M. PENDERGRAFT: Wife to Pay Unsecureds 50% Over 60 Months ROBERT ROXBERRY: Court Denies Approval of Plan Outline ROGER LEE HAYES: Unsecureds To Get $14,000 Under Plan ROKWADER INC: Insufficient Capital Raises Going Concern Doubt ROOSEVELT UNIVERSITY: Moody's Lowers Rating on $180MM Bonds to Ba1 ROOT9B TECHNOLOGIES: Incurs $5.09 Million Net Loss in Third Quarter RURAL/METRO CORP: Ariz. Woman Seeks Court OK to Prosecute Claim RYAN EXCAVATING: Dec. 20 Status Hearing on Plan, Disclosures SAEXPLORATION HOLDINGS: To Present at Jefferies Global Conference SEACREST EQUITIES: Disclosures Okayed; Plan Hearing on Jan. 11 SEARS HOLDINGS: EVP Jeffrey Balagna Quits SECURED ASSETS: Wants to Continue Using Cash Through Jan. 31 SEOUL PRESBYTERIAN: Unsecureds To Be Fully Paid at 4.5% for 60 Mos SEVENTY SEVEN: Reports $36.5M Net Loss in Sept. 30 Quarter SIRGOLD INC: Seeks Cash Use Extension Until Dec. 31 SPECTRA ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ SPI ENERGY: Appoints Weibo's Liang as CFO STEELCORE CAPITAL: Unsecureds To Recoup 100% Under Plan STEVEN PHILLIPS: Disclosures Okayed; Plan Hearing on Dec. 20 SUNDEVIL POWER: To Wind Down Remaining Assets Under Plan SUNVALLEY SOLAR: Incurs $38.6K Net Loss in Third Quarter SYCAMORE INVESTMENT: Can Use Fannie Mae Cash Collateral TERRILL MANUFACTURING: Cash Collateral Use Through Dec. 1 OK THOMAS J. CIPRIANO: Hearing on Plan Disclosures Set For Jan. 5 THOMAS NELSON PAYNE: Hearing on Disclosures Set For Jan. 5 TOWERSTREAM CORP: To Effect a 1-for-5.5 Forward Stock Split TRI-VALLEY LEARNING: Taps Procopio Cory as Special Counsel ULTRA PETROLEUM: Seeks to Expand Scope of Farnsworth Services ULTRA PETROLEUM: Seeks to Expand Scope of Watt Thompson Services UNITECH SOLUTIONS: Plan Confirmation Hearing Set for Dec. 21 VALITAS HEALTH: Moody's Withdraws Caa3 CFR VELOCITY MERGER: Moody's Assigns B3 CFR; Outlook Stable VERITAS BERMUDA: Moody's Lowers CFR to B3; Outlook Stable VERTICAL COMPUTER: Incurs $2.40 Million Net Loss in Third Quarter VESTIS RETAIL: Unsecureds to Recoup 0.5%-0.7% Under Plan VICTOR HUGO HERNANDEZ: Disclosures OK'd; Plan Hearing on Dec. 20 WALTER H. BOOTH: Has Until Dec. 31 to Use Ocwen Cash Collateral WARNER MUSIC: Maturity of Credit Suisse Facility Exended to 2023 WESTERN DIGITAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB+ WESTMORELAND COAL: CFO Refuses to Relocate, Resigns From Post WESTMORELAND COAL: Mangrove, et al. Hold 10.2% Stake as of Nov. 17 WILLIAM ALEX MCCLAIN II: Jan. 4 Disclosure Statement Hearing WILLIAM BARRY BLAND: Jan. 3 Disclosure Statement Hearing WILSON'S OUTDOOR: Unsecureds To Recover 100% Over 5 Years WS STORES CORP: Unsecureds To Recoup 100% in Monthly Installments YAPPN CORP: Amends 14.8 Million Shares Resale Prospectus YBRANT MEDIA: Daum Global Tries To Block Approval of Plan Outline YRC WORLDWIDE: CFO James Pierson Quits YU HUA LONG: Unsecured Creditors Seek Ch. 11 Trustee Appointment ZEC INC: Limited Cash Raises Going Concern Doubt ZODIAC POOL: S&P Assigns 'B' CCR on Highly Leveraged Structure ********* 624 STANYAN: Will Refinance San Francisco Property, Plan Says ------------------------------------------------------------- 624 Stanyan Street, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a combined disclosure statement and plan of reorganization dated Nov. 16, 2016. Class 1 San Francisco County Property Taxes is unimpaired under the Plan. As of the commencement of the Chapter 11 case, all property taxes were current, and the Class 1 claimant held only a lien to secure taxes not yet due. An installment of property taxes will be due and payable not later than Dec. 10, 2016. If appears that Grand Pacific may already have paid that installment from its tax and insurance impound; if not, will be paid not later than the close of the Refinance, from proceeds of the refinance. The Plan provides that the Class 1 creditor will receive the treatment contemplated by Section 1124(1), which provides that "the Plan leaves unaltered the legal, equitable, and contractual rights to which" the Class 1 claimant is otherwise entitled. Except for a potential brief delay in the payment of the installment last due by Dec. 10, 2106, the Class 1 creditor will not be affected by the Plan. The Plan contemplates that the Debtor will refinance the property located at 624 Stanyan Street in San Francisco, opposite Golden Gate Park, half a block from the Panhandle, and a block and a half from Haight Street and the new Whole Foods Market which is its principal asset, producing at least $2.95 million of net cash proceeds available for distribution under the Plan. On and after the Confirmation Date, all cash on hand will vest in the Debtor, free and clear of claims and liens, and may be used freely, in the Debtor's unfettered discretion. On the Effective Date, or as soon thereafter as may be practicable, the Debtor will fund the treatment of all unclassified claims, and every other payment required to be made under the Plan. On the Effective Date, the Property will vest in the Reorganized Debtor, free and clear of all liens and encumbrances and all creditor claims, rights and entitlements whatsoever, excluding only (a) the liens held by the holder of the Class 1 Claim, and (b) the rights of the refinancer. For the avoidance of doubt, each and every other lien or deed of trust will be canceled, deemed reconveyed, void and of no force or effect. The Disclosure Statement is available at: http://bankrupt.com/misc/canb16-30965-37.pdf The Plan was filed by the Debtor's counsel: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery Street, Suite 888 San Francisco, California 94111 Tel: (415) 391-7566 Fax: (415) 391-7568 E-mail: michael@stjames-law.com About 624 Stanyan Street LLC 624 Stanyan Street, LLC, based in San Francisco, Calif., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 16-30965) on Sept. 1, 2016. The Hon. Dennis Montali presides over the case. Michael St. James, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Larry Nasey, manager. A C MOBILE: Unsecureds To Recover 20% in Five Years --------------------------------------------------- A C Mobile Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement referring to the Debtor's plan of reorganization. Allowed general unsecured claims will be paid 20% of their claims in 60 monthly payments. Their payments will be due and payable starting on the 15th day of the first month following 60 days after the effective date of the plan. These claims are impaired. Payments and distributions under the Plan will be funded by ordinary business income. As to a default under the Plan, any creditor remedies allowed will be preserved to the extent otherwise available at law. In addition to any rights specifically provided to a claimant treated pursuant to this Plan, a failure by the Reorganized Debtor to make a payment to a creditor pursuant to the terms of the Plan will be an event of default as to the payments if the payment is not cured within 30 days after service of a written notice of default from the creditor, then the creditor may exercise any and all rights and remedies under applicable non-bankruptcy law to collect the claims or seek relief as may be appropriate in the Court. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-31629-64.pdf About A C Mobile A C Mobile, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-31629) on April 3, 2016. The Debtor is represented by Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure. The case is assigned to Judge Karen K. Brown. The Debtor disclosed total assets of $680,758 and total debts of $2.27 million. ADAMS TRACTOR: Hires Haeberle as Accountant ------------------------------------------- Adams Tractor & Landscaping Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ William G. Haeberle, CPA, PLLC as accountant to the Debtor. Adams Tractor requires Haeberle to: a. prepare the Debtor's monthly operating reports required by the Office of the U.S. Trustee; and b. provide income tax preparation services. Haeberle will be paid as follows: -- preparation of monthly operating report $300 per month -- income tax preparation services $150 per hour Haeberle will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. Haeberle, member of William G. Haeberle, CPA, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Haeberle can be reached at: William G. Haeberle WILLIAM G. HAEBERLE, CPA, PLLC 4446-1A Hendricks Avenue, Suite 245 Jacksonville, FL 32207 About Adams Tractor & Landscaping Services Adams Tractor & Landscaping Services, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-03191) on August 22, 2016. The Debtor is represented by Thomas C. Adam, Esq., at Adam Law Group, P.A. The Debtor is a Florida Corporation in St. Augustine, Florida. The Debtor's primary business includes the design and installation of commercial and residential landscapes, excavation, waste and debris hauling, and related services. No trustee, examiner, or statutory committee has been appointed in the Chapter 11 case. ADAMSVILLE PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Adamsville Properties, LLC, as of Nov. 22, according to a court docket. About Adamsville Properties Adamsville Properties, LLC, sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 16-10923) on Sept. 22, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael P. Kruszewski, Esq., at The Quinn Law Firm. ADVANCEPIERRE FOODS: S&P Affirms 'B+' CCR Following Refinancing --------------------------------------------------------------- AdvancePierre Foods Holding Inc. issued $350 million in new senior unsecured notes due in 2024. The proceeds will be used to pay off that amount of the first-lien term loan. S&P Global Ratings said that it affirmed the 'B+' corporate credit rating and assigned a 'B-' issue level rating on the new senior unsecured notes with a '6' recovery rating, indicating S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. S&P also affirmed the 'B+' issue-level rating on the first-lien term loan and revised the recovery rating to '3' from '4', indicating S&P's expectations for 59% recovery (at the low end of the 50%-70% range) in the event of a payment default. The outlook remains stable, reflecting the expectation that leverage will decline below 4.5x over the next year from improving operating margins. The rating reflects S&P's expectation that the company will continue to deleverage post IPO and maintain debt to EBITDA well below 5x. In addition, S&P believes there will be continued EBITDA margin improvement and fairly low capital expenditure (capex) requirements of about $40 million annually, and S&P expects the company will generate annual free cash flow of more than $100 million, which should allow the company to fund dividends of about $45 million annually while reducing leverage to below 4.5x over the next year. AdvancePierre is narrowly concentrated in the value-added protein segment of the highly competitive packaged food industry, especially within the cyclical foodservice distributor channel, which is subject to consumer discretionary spending. Better ricing discipline, improved operating efficiencies, and product mix have helped the company improve its profitability and cash flows by reducing its exposure to volatile commodity costs, primarily those of beef. The company's pricing is now done on a forward basis as opposed to a lagging index and therefore should better protect future gross margins and mitigate rapid input cost movements. AdvancePierre also has limited international diversity; S&P estimates more than 90% of its sales are in the U.S. and the balance is primarily in Canada. S&P's 2016 and 2017 forecast is for credit metrics to be below 4.5x, slowly deleveraging as a result of the company implementing several price increases. Also, ongoing cost savings programs are resulting in expanding EBITDA margins and generating higher levels of free cash flow. S&P believes the company will use the cash to pay dividend distributions of about $45 million annually now that it is public. Other base-case scenario assumptions include: -- About 4% of increased sales in 2016 and 2017, reflecting continued volume growth, including new products with existing customers; -- Adjusted EBITDA margin sustained near 16% in 2016 and 2017, reflecting increased realization of operating cost savings and pricing actions as commodity cost inflation remains moderate; -- Capex of about $45 million in 2016 and $40 million in 2017; and -- No major acquisitions. S&P believes AdvancePierre will maintain adequate liquidity and that sources of cash will likely exceed uses by 1.6x for the next 12 months. S&P's view of the company's liquidity profile also incorporates our expectation that liquidity sources would continue to cover uses if EBITDA were to decline by 30%. S&P believes the company's covenant-lite terms on its bank facilities are favorable. However, based on its speculative-grade pricing, S&P do not believe the company has a high standing in the credit markets. S&P also believes the company would not be able to absorb high-impact, low-probability events (such as sustained high commodity costs) without refinancing. Principal liquidity sources: -- Cash balance of about $115 million as of Oct. 1, 2016; -- Asset-backed lending (ABL) revolver of $175 million subject to a borrowing base availability of about $130 million; and -- 2016 funds from operations (FFO) of $166.7 million. Principal liquidity uses: -- S&P estimates total capex to be near $45 million in 2016; -- Peak working capital borrowing in July and August, before the school year; and -- Dividends of about $45 million annually. The outlook is stable, reflecting the expectation that leverage will decline below 4.5x by fiscal year-end 2017 as a result of improved operating margins from better pricing, cost cuts, and muted meat commodity costs. In addition, S&P believes cash flows will be used primarily for dividend and possible future investments, and to a lesser extent for debt repayment. S&P could downgrade the company if operating performance deteriorates, possibly because of the loss of a key customer, the inability to pass along price increases, or commodity meat inflation resulting in leverage well above 5x. Debt to EBITDA could also exceed 5x if the company adopts more aggressive financial policies, possibly including large dividend payouts or large debt-financed acquisitions. S&P could upgrade AdvancePierre if the company reduces its financial sponsor ownership to below 40% and commits to sustaining debt to EBITDA below 4x. S&P believes this is not likely without a future secondary equity offering further reducing Oaktree's ownership. In addition, S&P believes the company would have to sustain EBITDA margin near 15% and apply a portion of its anticipated discretionary cash flow to debt repayment to sustain debt to EBITDA below 4x. AK STEEL: Egan-Jones Hikes Sr. Unsec. Ratings to B- --------------------------------------------------- Egan-Jones Ratings Company, on Nov. 10, 2016, raised the senior unsecured ratings on debt issued by AK Steel Holding Corp. to B- from CCC+. AK Steel Holding Corporation, through subsidiaries, produces carbon, stainless and electrical flat-rolled steel for automotive, infrastructure, manufacturing and other markets; as well as carbon and stainless tubing for truck, automotive, and other markets. Facilities include blast furnace, electric furnace and tubing operations in Ohio, Kentucky, Pennsylvania and Indiana. ALGODON WINES: Incurs $2.14 Million Net Loss in Third Quarter ------------------------------------------------------------- Algodon Wines & Luxury Development Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.14 million on $327,336 of sales for the three months ended Sept. 30, 2016, compared to a net loss of $1.65 million on $593,114 of sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $7.43 million on $1.11 million of sales compared to a net loss of $6.53 million on $1.43 million of sales for the same period during the prior year. As of Sept. 30, 2016, Algodon had $7.69 million in total assets, $4.36 million in total liabilities and $3.33 million in total stockholders' equity. "As reflected in our condensed consolidated financial statements, we have generated significant losses which have resulted in a total accumulated deficit of approximately $65 million, raising substantial doubt that we will be able to continue operations as a going concern. Our independent registered public accounting firm included an explanatory paragraph in their report for the years ended December 31, 2015 and 2014, stating that we have incurred significant losses and need to raise additional funds to meet our obligations and sustain our operations. Our ability to execute our business plan is dependent upon our generating cash flow and obtaining additional debt or equity capital sufficient to fund operations. If we are able to obtain additional debt or equity capital (of which there can be no assurance), we hope to acquire additional management, as well as increase the marketing of our products and continue the development of our real estate holdings. "Our business strategy may not be successful in addressing these issues, and there can be no assurance that we will be able to obtain any additional capital. If we cannot execute our business plan on a timely basis (including acquiring additional capital), our stockholders may lose their entire investment in us, because we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations, liquidate and/or seek reorganization under the U.S. bankruptcy code," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/6EcsQA About Algodon Wines New York-based Algodon Wines & Luxury Development Group, Inc., operates Algodon Mansion, a Buenos Aires-based luxury boutique hotel property. This lifestyle related real estate development company has also redeveloped, expanded and repositioned a winery and golf resort property called Algodon Wine Estates for subdivision of a portion of this property for residential development. The Company reported a net loss of $8.27 million in 2015 following a net loss of $9.06 million in 2014. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALLEN CONSTRUCTION: Hearing to Consider Disclosures on Dec. 15 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Wisconsin has scheduled for Dec. 15, 2016, at 10:00 a.m. the hearing to consider the adequacy of Allen Construction Services, Inc.'s disclosure statement. Headquartered in Deerfield, Wisconsin, Allen Construction Services, Inc. dba Allen Kitchen and Bath filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 15-10033) on Jan. 6, 2015, estimating its assets at between $100,00 and $500,000 and its liabilities between $1 million and $10 million. The petition was signed by Gary E. Allen, president. Judge Robert D. Martin presides over the case. Eliza M. Reyes, Esq., at Krekeler Strother, S.C., serves as the Debtor's bankruptcy counsel. ALLIANCE PROCESSORS: Hires TruckCenter as Auctioneer ---------------------------------------------------- Alliance Processors, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ TruckCenter.com-Auctioneers as auctioneer and liquidating agent to the Debtor. Alliance Processors requires TruckCenter to sell surplus vehicles by auction or negotiated sale. TruckCenter will be paid a commission of 9% on the gross sales price of each vehicle sold. Bill Snyder, member of TruckCenter.com-Auctioneers, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. TruckCenter can be reached at: Bill Snyder TRUCKCENTER.COM-AUCTIONEERS 1121 Cantrell Sansom Road Forth Worth, TX 76131 Tel: (888) 212-8721 About Alliance Processors Alliance Processors, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Texas (Ft. Worth) (Case No. 16-402611) on January 18, 2016. The petition was signed by Harvey L. Earles, president. The case is assigned to Judge Mark X. Mullin. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. No trustee, examiner, or committee has been appointed in this case. ALLY FINANCIAL: Inks Settlement Agreement with DOJ -------------------------------------------------- Ally Financial Inc. had previously disclosed ongoing investigations by the U.S. Department of Justice relating to residential mortgage-backed securities issued by the Company's former mortgage subsidiary, Residential Capital, LLC and its subsidiaries (ResCap RMBS). The DOJ has been investigating potential fraud and other potential legal claims related to ResCap RMBS, including potential claims under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as well as potential claims under the False Claims Act related to representations made by the Company in connection with investments in Ally Financial Inc. made by the U.S. Department of the Treasury pursuant to the Troubled Asset Relief Program in 2008 and 2009 regarding certain claims against Residential Capital, LLC or its subsidiaries at that time. On Nov. 21, 2016, the Company comprehensively resolved these investigations and potential claims with the DOJ and entered into a settlement agreement. Under the agreement, (1) the Company will pay $37.5 million to the DOJ, (2) Ally Securities LLC (formerly known as Residential Funding Securities LLC) (Ally Securities), one of its wholly owned subsidiaries, will withdraw its registration as a broker-dealer and wind down its affairs, and (3) after this withdrawal of registration but no later than Dec. 31, 2016, Ally will pay an additional $14.5 million to the DOJ. The Company fully reserved for this settlement within discontinued operations during the three months ended Sept. 30, 2016. The settlement agreement with the DOJ is available for free at: https://is.gd/TH6hUI About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Ally Financial had $157.4 billion in total assets, $143.8 billion in total liabilities and $13.63 billion in total equity. * * * As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it revised its outlook on Ally Financial Inc. to stable from positive and affirmed the 'BB+' long-term issuer credit rating. "The revised outlook reflects weakening credit conditions in the vehicle finance industry, in our view, which represents the majority of Ally's business," said S&P Global Ratings credit analyst Matthew Carroll. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. AMERICAN APPAREL: Seeks to Hire Houlihan as Investment Banker ------------------------------------------------------------- American Apparel, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire an investment banker. The company proposes to hire Houlihan Lokey Capital, Inc. to provide these services in connection with the Chapter 11 cases of the company and its affiliates: (a) assisting the Debtors in the development and distribution of selected information, documents and other materials, which include advising the Debtors on the preparation of an offering memorandum; (b) assisting the Debtors in evaluating indications of interest and proposals regarding any transaction from potential lenders, equity investors, acquirers and strategic partners; (c) assisting the Debtors in the development, solicitation, structuring, negotiation and implementation of any transaction; (d) providing expert advice and testimony regarding financial matters and process related to any transaction; and (e) attending meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties. Houlihan will receive nonrefundable cash fee of $125,000 per month for its services. The firm will also receive these fees: (a) Sale Transaction Fee. If only one sale transaction is consummated and it comprises a sale of all or substantially all of the assets of the business, the Debtors will pay Houlihan a cash fee equal to the greater of (i) 1.5% of the AGC or (ii) $3 million subject to the initial fee credit (comprised of the $250,000 initial fee paid to Houlihan Lokey) and any applicable monthly fee credits. If a sale transaction does not involve a sale of all or substantially all of the assets of the business, then, upon the closing of each sale transaction, the Debtors will pay Houlihan a cash fee equal to the greater of (a) 1.5% of the AGC, subject to the initial fee credit or any applicable credit or monthly fee credits, or (b) $500,000. (b) Restructuring Transaction Fee. Upon the closing of a restructuring transaction whether in-court or out-of- court, that constitutes a change of control (i.e., in which the current owners do not retain control of the Debtors), Houlihan will be entitled to payment of the sale transaction fee. Upon the closing of a restructuring transaction that does not constitute a change of control (i.e., in which the current owners retain control of the Debtors), Houlihan will be entitled to a cash fee of $1 million. (c) Financing Transaction Fee. Upon the closing of each financing transaction raised from sources other than the current owners, Houlihan will earn, and the Debtors, will pay directly from the gross proceeds of the transaction a cash fee equal to $500,000. (d) Incentive Fee: In addition to the other fees provided for herein, the Debtors may pay to Houlihan a discretionary bonus of up to $1 million for exemplary work or results. Saul Burian, managing director of Houlihan, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Saul Burian Houlihan Lokey Capital, Inc. 245 Park Avenue, 20th Floor New York, NY 10167 Tel: 212-497-4245 / 212-497-4100 Fax: 212-661-3070 About American Apparel American Apparel Inc. is one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, court document shows. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC, as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. AMERICAN GILSONITE: Get Final Court OK on $30M DIP Financing ------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved, on a final basis, American Gilsonite Company's motion to obtain post-petition financing, use cash collateral, grant certain protections to pre-petition secured parties and schedule a final hearing. As previously reported, "Upon their exit from chapter 11, the Debtors estimate that the Company will have approximately $9.83 million (assuming a December 31, 2016 emergence date) of cash on their balance sheet to operate their reorganized business. The DIP Financing is initially being provided by the Consenting Second Lien Noteholders ... that are members of an Ad Hoc Group and are signatories to the Restructuring Support Agreement with the Debtors (the 'RSA'). Following entry of the Interim Order... eligible Second Lien Noteholders will be offered the opportunity to become lenders under the DIP Financing, pursuant to a syndication process. To obtain the liquidity necessary to administer these chapter 11 cases and continue their mining operations in the ordinary course of business, the Debtors have procured and seek approval of a $30 million senior secured postpetition term loan facility... by and among AGC, as borrower, each of the other Debtors as guarantors, and the DIP Lenders. The DIP Credit Agreement provides the Debtors with interim funding of $22.5 million, net of original issue discount and backstop payments payable to the Initial DIP Lenders, upon entry of the Interim Order and, upon entry of the Final Order, allows the Debtors to make an additional draw of $7.5 million. The initial draw will be used to repay the amounts owed under the First Lien Credit Agreement plus accrued interest and fees. The remaining $7.5 million drawn will be used for general corporate and administration purposes, subject to an agreed upon budget." About American Gilsonite American Gilsonite Company -- http://www.americangilsonite.com/ -- operates as an industrial minerals company and is the world's primary miner and processor of uintaite, a variety of asphaltite, a specialty hydrocarbon which AGC markets to industrial customers under its registered trademark name "Gilsonite." AGC is a privately held, portfolio company of Palladium Equity Partners III, L.P. American Gilsonite Holding Company aka American Gilsonite, American Gilsonite Company, Lexco Acquisition Corp., Lexco Holding, LLC, and DPC Products, Inc., filed Chapter 11 petitions (Bankr. D. Del. Case Nos 16-12315 to 16-12319) on Oct. 24, 2016. The petitions were signed by Steven A. Granda, vice president, chief financial officer. American Gilsonite estimated assets and debt at $100 million to $500 million at the time of the filing. The Debtors are represented by their local counsel Mark D. Collins, Esq., John H. Knight, Esq., Amanda R. Steele, Esq., and Andrew M. Dean, Esq., at Richards, Layton & Finger, P.A., and their general counsel Matthew S. Barr, Esq. and Sunny Singh, Esq., at Weil, Gotshal & Manges LLP. The Debtors retained Evercore Group L.L.C. as their financing advisor, and FTI Consulting, Inc. as their restructuring advisor. Epiq Bankruptcy Solutions, LLC has been tapped as administrative advisor. The U.S. Trustee has been unable to appoint an official committee of unsecured creditors in the case. ARUBA PETROLEUM: Seeks to Hire Eric A. Liepins as Legal Counsel --------------------------------------------------------------- Aruba Petroleum, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, P.C. The firm will serve as the Debtor's legal counsel in connection with its Chapter 11 case. Eric Liepins, Esq., sole shareholder of the firm, will be paid an hourly rate of $275 while paralegals and legal assistants will be paid between $30 and 50 per hour. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Telecopier (972) 991-5788 Email: eric@ealpc.com About Aruba Petroleum Aruba Petroleum, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Texas Case No. 16-42121) on November 22, 2016. The petition was signed by James Poston, president. At the time of the filing, the Debtor disclosed no assets and liabilities totaling $4.67 million. AUTONATION INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ ---------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 3, 2016, downgraded the senior unsecured ratings on debt issued by AutoNation Inc to BB+ from BBB-. AutoNation, Inc. is an automotive retailer in the United States. AVAYA INC: Weighing Ch.11 Filing, Sale of Call-Center Software Unit ------------------------------------------------------------------- Matt Jarzemsky, writing for The Wall Street Journal, reported that Avaya Inc. is weighing a chapter 11 bankruptcy filing and nearing a deal to sell its call-center software unit in an effort to pare its heavy debt load after years of losses. According to the report, citing people familiar with the matter, the telecommunications company could file for chapter 11 protection as soon as next month. The filing, according to the people, would likely come after it reaches a deal to sell the call-center software business. The WSJ, citing the people, said Clayton Dubilier & Rice LLC is among the potential buyers that participated in the most-recent round of bidding for the unit, which could fetch around $4 billion. Avaya could use the proceeds of the sale to repay some of its senior debt, while other creditors could swap debt for ownership in a reorganized company upon its emergence from bankruptcy, the WSJ related, citing the people. As of June 30, 2016, Avaya had $6.46 billion in total assets, $10.1 billion in total liabilities and a total stockholders' deficiency of $3.68 billion. The WSJ further related that much of the restructuring plan remains unclear and could take shape in negotiations with creditors including Blackstone Group LP's credit arm and Franklin Resources Inc. in the coming weeks, the people said. About Avaya Santa Clara, California-based Avaya Inc. -- http://www.avaya.com/ -- helps to tie the corporate world together. The company's communication equipment and software integrate voice and data services for customers including large corporations, government agencies, and small businesses. Its office phone systems incorporate Internet protocol (IP) and Session Initiation protocol (SIP) telephony, messaging, Web access, and interactive voice response. Avaya also offers consulting, integration, and other managed IT services. The company sells directly and through distributors, resellers, systems integrators, and telecommunications service providers; more than three-quarters of its sales are made indirectly. Its parent company is Avaya Holdings. * * * The Troubled Company Reporter, on Aug. 29, 2016, reported that Moody's Investors Service downgraded Avaya, Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1'. Moody's also downgraded the company's Probability of Default Rating to 'Caa3-PD' from 'Caa1-PD', and its second lien notes to 'Caa3' from 'Caa2'. Its first lien debt facilities were affirmed at 'B2'. AXIALL CORP: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 9, 2016, withdrew the BB+ senior unsecured ratings on debt issued by Axial Corp. Axiall Corporation is a manufacturer and international marketer of chemicals and building products. BANKUNITED INC: Moody's Affirms Ba1 Local Currency Issuer Rating ---------------------------------------------------------------- Moody's Investor Service affirmed that rating of BankUnited, Inc and its bank subsidiary BankUnited, National Association with a stable outlook. BankUnited, Inc is rated Ba1 for senior unsecured debt. BankUnited, NA has bank deposit ratings of Baa1/Prime-2 and a standalone baseline credit assessment (BCA) of baa3. Its issuer rating is Ba1 and its counterparty risk assessments are Baa2(cr)/Prime-2(cr). These ratings and assessments have been affirmed: Issuer: BankUnited, National Association Baseline Credit Assessment, baa3 Adjusted Baseline Credit Assessment, baa3 Long-term Counterparty Risk Assessment, Baa2(cr) Short-term Counterparty Risk Assessment, P-2(cr) Long-term local currency issuer rating, Ba1, Stable Long-term local currency deposit rating, Baa1, Stable Short-term local currency deposit rating, P-2 Issuer: BankUnited, Inc Long-term local currency senior unsecured debt rating, Ba1, Stable Pref. Shelf, (P)Ba2 Pref. shelf Non-cumulative Shelf, (P)Ba3 Subordinate Shelf, (P)Ba1 Senior Unsecured Shelf, (P)Ba1 Outlook Actions: Issuer: BankUnited, NA Outlook, Stable Issuer: BankUnited, Inc Outlook, Stable RATINGS RATIONALE The affirmation balances BankUnited's significant progress in transforming its business model into a commercial bank with strong financial metrics with the risk to creditors stemming from its rapid loan growth. Over several years, BankUnited has transformed itself from a thrift that gathered high-cost deposits to fund residential mortgages into a commercial bank that generates low-cost transaction deposits for more of its funding. Its loan portfolio is now more diversified and includes Commercial and Industrial loans, Commercial Real Estate (CRE) loans, and loans generated by its national lending platforms, and is more geographically dispersed. For creditors, tempering this achievement is the high growth strategy that BankUnited has pursued to accomplish its transformation. While loan growth has slowed in 2016, it remains quite significant with total loans growing 19% through 30 September 2016, annualized. Although BankUnited has signaled plans to moderate loan growth and improve its funding profile, this follows several consecutive years of loan growth in excess of 30%. As such, further evidence of firm asset quality performance as BankUnited's portfolio matures is needed for positive rating pressure to emerge. Furthermore, loan growth has outpaced BankUnited's core deposit growth in recent years, weakening its funding profile. Only 80% of its loan portfolio is funded by core deposits compared to 100% at year-end 2014. Management's plan to focus on core deposit gathering will improve its funding and liquidity profile. Moody's noted that years of rapid CRE loan growth has resulted in a significant CRE concentration at 3.3 times BankUnited's tangible common equity (TCE) base, among the highest of rated US banks. However, BankUnited's CRE concentration risk is somewhat mitigated by its composition. Much of the growth has been in New York City multifamily loans, where asset quality performance benefits from low vacancy rates and rent stabilization. Indeed, half of BankUnited's CRE portfolio is multifamily with the remainder being other income-producing CRE and very little construction, which can be problematic in a downturn. However, the growth came at a time of heightened lending competition, which can test underwriting standards and weaken pricing. BankUnited's intended slowdown in CRE lending will help keep this concentration in check, but nevertheless, it is a challenge for the firm's credit profile. What Could Change the Rating Up Upward rating movement in the standalone BCA could emerge as its loan portfolio matures and asset quality performance becomes more evident. A moderate pace of loan growth and an improved core funding profile would also be positive. What Could Change the Rating Down A significant weakening of BankUnited's asset quality profile would result in negative rating pressure. The principal methodology used in these ratings was "Banks" published in January 2016. BHUP N. YADAV: Disclosures Has Prelim OK; Plan Hearing on Dec. 28 ----------------------------------------------------------------- The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the Southern District of Illinois has conditionally approved Bhup N. Yadav and Rita D. Yadav's amended disclosure statement referring to the Debtors' amended plan of reorganization dated Nov. 18, 2016. A hearing on the Amended Disclosure Statement and the confirmation of the Amended Plan will be held on Dec. 28, 2016, at 9:00 a.m. Any objection to the Disclosure Statement or to theconfirmation of the Plan must be filed by Dec. 27, 2016. Acceptances or rejections of the Plan will be submitted to the attorney for the Debtors on or before seven days prior to the hearing. Any complaints objecting to discharge under 11 U.S.C. Section 1141 must be filed no later than the first date set for hearing on confirmation of the Plan. Under the Debtors' Amended Disclosure Statement dated November 18, 2016, a full-text copy of which is available at: http://bankrupt.com/misc/ilsb16-60312-65.pdf Class 6 - All non-priority, non-contingent, undisputed, liquidated, unsecured debts will receive approximately 40% of their allowed claims with 0% interest by means of 60 monthly payments of $483.62 for a total to the Class of $29,017.20 to be paid on a pro rata basis. Dwayne Quast Electric, which holds a completely, unsecured judicial lien encumbering real estate in Coles County, Illinois, will be treated as a Class 6 claim. The first payment will be no later than 120 days after the effective date of the Plan. Class 7 – All non-priority, disputed, unsecured, unliquidated claims will receive nothing. The Debtor's original Disclosure Statement filed in August provides that non-priority, non-contingent, undisputed, liquidated, unsecured debts will receive as much as 70% of their Class 7 claims with 0% interest. The Debtors will pay the creditors $642 per month for 60 months on a pro rata basis. The first payment will be made no later than 120 days after the effective date of the plan. Bhup N. Yadav and Rita D. Yadav filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ill. Case No. 16-60312) on Aug. 11, 2016. Roy J Dent, Esq., at Orr Law Inc serves as the Debtors' bankruptcy counsel. BIOSTAR PHARMACEUTICALS: Incurs $1.56 Million Net Loss in Q3 ------------------------------------------------------------ Biostar Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.56 million on $644,933 of net sales for the three months ended Sept. 30, 2016, compared to a net loss of $1.25 million on $4.20 million of net sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $9.08 million on $2.06 million of net sales compared to a net loss of $1.90 million on $25.29 million of net sales for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Biostar had $40.55 million in total assets, $6.53 million in total liabilities, all current and $34.02 million in total stockholders' equity. As of Sept. 30, 2016, the Company had cash of $659,359 and net working capital of $759,717. For the period ended Sept. 30, 2016, the Company reported a net loss of $9,086,460 and net cash provided by operating activities of $911,057. "We generated cash flow from operations even though we incurred a net loss as (1) we collected outstanding receivables from our trade debtors; and (2) our net loss includes certain non-cash expenses that are added back to our cash flow from operations as shown on our condensed consolidated statements of cash flows. "We had experienced a substantial decrease in sales volume of all Aoxing Pharmaceutical Products due to the temporarily suspension of production to conduct maintenance of its production lines to renew its GMP certificates from 2015. While our production levels of Shaanxi Weinan products, being sold to a single customer as detailed in Note 13, helped to offset the substantial decrease in our sales volume in the most recent fiscal quarter, our sales volume continued to remain at the present decreased levels. There is no assurance that the production lines at Aoxing will resume and the renewal of GMP certificates will occur when anticipated, or even if they are renewed, we will be able to return to the production levels as anticipated. Our inability to regain our production levels as anticipated may have material adverse effects on our business, operations and financial performance, and the Company may become insolvent. In addition, the Company already violated its financial covenants included in its short-term bank loans..." the Company said in the report. During 2015, as a result of outstanding personal debts of the Chief Executive Officer, Mr. Ronghua Wang, one of the Company's bank accounts was frozen, title of three residential properties of the Company had been transferred and resulted in a loss of approximately $0.5 million (RMB 3.3 million), and certain buildings and land use rights are currently seized by the court but have not been transferred to the lender. In February 2016, the count attempted to force a sale of the Company's land use rights and buildings. As of Sept. 30, 2016, Mr. Ronghua Wang had partially repaid the outstanding balance of the loan, thus the creditor petitioned the court to terminate the auction sale. Mr. Ronghua Wang has repaid approximately $0.5 million (RMB 3.3 million) to the company to make good the loss recognized in 2015. The Company has disclosed the above legal proceedings related to the Company to the best of its knowledge. The Company gives no assurance that Mr. Ronghua Wang will be able to repay his personal debts in full before his creditors take any other further legal action. There is also no assurance that there will be no other cases that would put the Company's properties at risk. A full-text copy of the Form 10-Q is available for free at: https://is.gd/3Auqcx About Biostar Pharmaceuticals Biostar Pharmaceuticals, Inc., develops, manufactures and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar reported a net loss of $25.1 million in 2015 following net income of $4.84 million in 2014. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company had net decrease in cash and cash equivalents during the year and had a low cash position at Dec. 31, 2015, and had experienced a substantial decrease in sales volume which resulting a net loss for the year. Also, part of the Company's buildings and land use rights are subject to litigation between two independent third parties and the Company's Chief Executive Officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLACK ELK ENERGY: Ex-Officials Face DOJ, SEC Probes --------------------------------------------------- Keith Goldberg, writing for Bankruptcy Law360, reported that federal agencies including the U.S. Department of Justice and the Securities and Exchange Commission are investigating former officials of Black Elk Energy Offshore Operations LLC. The DOJ, SEC, Internal Revenue Service and U.S. Postal Service have launched probes into an undisclosed number of former Black Elk directors, officials and employees, a group of 10 former Black Elk officials said in a Nov. 23, 2016, motion filed in Texas bankruptcy court. Black Elk was once controlled by beleaguered hedge fund manager Platinum Partners LP. About Black Elk Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor was represented by Elizabeth E. Green, Esq., of Baker & Hostetler. Blackhill Partners' Jeff Jones served as the Debtor's Chief Restructuring Officer. The Debtors hired Ryan LLC as tax research consultant and Williamson, Sears & Rusnak, LLP as special counsel. Judy A. Robbins, U.S. Trustee for Region 7, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Black Elk Energy Offshore Operations, LLC. Okin & Adams LLP is counsel to the Committee. * * * Black Elk Energy Offshore Operations' Third Amended Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection, according to a report by The Troubled Company Reporter on July 28, 2016. The Court confirmed the Plan on July 13, 2016. BRAZIL MINERALS: Incurs $483K Net Loss in Third Quarter ------------------------------------------------------- Brazil Minerals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $483,489 on $7,752 of revenue for the three months ended Sept. 30, 2016, compared to a net loss of $50,705 on $18,326 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 $1.06 million on $11,821 of revenue compared to a net loss of $606,183 on $58,512 of revenue for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Brazil Minerals had $1.27 million in total assets, $1.31 million in total liabilities and a total stockholders' deficit of $38,307. As of Sept. 30, 2016, the Company had total current assets of $205,209 compared to total current liabilities of $1,117,510 for a current ratio of 0.18 to 1 and a working capital deficit of $912,301. By comparison, on Sept. 30, 2015, the Company had total current assets of $262,429 compared to current liabilities of $1,404,594 for a current ratio of 0.19 to 1 and a working capital deficit of $1,142,165. According to the Company, this difference is explainable primarily by both a decrease in convertible debt and preferred stock outstanding. In 2016 the Company's principal sources of liquidity were the issuance of equity and debt securities. In 2015, the Company's principal source of liquidity had been issuances of debt securities. During the first quarter of 2016, the Company received an aggregate of $118,000 in gross proceeds from the sale of common stock in various transactions, none greater than $30,000 in size. During the second quarter of 2016, the Company received $41,200 and $29,500 from sales of common stock in separate transactions or groups of transactions and $30,000 from the sale of a convertible note with a fixed-floor. During the third quarter of 2016, the Company received a total of $25,000 from sales of Brazil Minerals' common stock, $20,000 from sales of Brazil Minerals' preferred stock, $31,000 from sales of common stock of a subsidiary of Brazil Minerals in separate transactions and a total of $110,000 from sales of convertible notes with a fixed-floor. All of these notes and all of Brazil Minerals' short-term oriented convertible debt are owned by only one relatively small entity. The Company does not expect this level of intake of debt to be the norm going forward. "We believe that, as the small portable plant for gold and diamond processing is finalized with the addition of the structure enabling it to process thicker material, funds generated from sales of gold, primarily, and diamonds, over time, recovered from such initial unit, plus sales of our mortar and sand, will generate enough revenues to make us cash flow positive, although no assurance of this can be given. In the meantime, we will rely on financing from the issuance of equity and/or debt, and/or sales of shares in mineral-specific subsidiaries, the availability of which on terms satisfactory to us is not assured. "The Company has no plans for any significant acquisitions in 2016 or in the foreseeable future that would require cash payments to be made by the Company while it is not cash flow positive," as disclosed in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/FNA2T1 About Brazil Minerals, Inc. Brazil Minerals, Inc., through subsidiaries, mines and sells diamonds, gold, sand and mortar. The Company, through subsidiaries, outright or jointly owns 11 mining concessions and 20 other mineral rights in Brazil, almost all for diamonds and gold. The Company, through subsidiaries, owns a large alluvial diamond and gold processing and recovery plant, a sand processing and mortar plant, and several pieces of earth-moving capital equipment used for mining as well as machines for sand processing and preparation of mortar. Brazil Minerals reported a net loss of $1.87 million for the year ended Dec. 31, 2015, following a net loss of $3.42 million for the year ended Dec. 31, 2014. B F Borgers CPA PC, in Lakewood, CO, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. BUCKTAIL MEDICAL: Seeks to Hire O'Brien & Ryan as Special Counsel ----------------------------------------------------------------- Bucktail Medical Center seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire O'Brien & Ryan, LLP as special counsel. The firm will represent the Debtor in a civil case filed by a certain Carl Smith, alleging medical malpractice on the part of the Debtor. The hourly rates charged by the firm are: Partner $225 Associate $175 Paralegal $95 Anthony DeMichele, Esq., at O'Brien & Ryan, disclosed in a court filing that he has no connections with the Debtor or any of its creditors. The firm can be reached through: Anthony P. DeMichele, Esq. O'Brien & Ryan, LLP 2250 Hickory Road Plymouth Meeting, PA 19462 Direct: (610) 834-6235 Main: (610) 834-8800 Fax: (610) 834-1749 Email: ademichele@obrlaw.com About Bucktail Medical Center The Bucktail Medical Center owns and operates a 21-bed Critical Access Hospital, a 43 bed skilled nursing care facility, a basic life-support ambulance, and a community health clinic. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015. The Debtor's petition was signed by Timothy Reeves, CEO. Hon. John J. Thomas presides over the case. Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the Debtors. In its petition, Bucktail Medical Center estimated $0 to 50,000 in assets and $1 million to $10 million in liabilities. CALMARE THERAPEUTICS: Stockholders Elect Seven Directors -------------------------------------------------------- Calmare Therapeutics Incorporated held an annual meeting of stockholders on Nov. 9, 2016, at which the stockholders: (a) elected Peter Brennan, VADM Robert T. Conway, Rustin R. Howard, Conrad Mir, Carl D. O'Connell, LCDR Steven Roehrich, and Stanley K. Yarbro, Ph. D. as directors to hold office until the Company's 2017 annual meeting of stockholders or until their respective successors have been duly elected and qualified; (b) ratified the appointment of Mayer Hoffman McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C., as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016; (c) did not approve an amendment to the Company's Certificate of Incorporation to authorize a new series of preferred stock, designated as Series D Convertible Preferred Stock; and (d) did not approve the adoption of the 2016 Stock Option Plan. Other Events In the Schedule 14A filed with the Securities and Exchange Commission on Oct. 25, 2016, the number of common shares shown as beneficially owned by Joseph M. Finley was incorrect. The Schedule A showed Mr. Finley beneficially owned 3,408,700 shares of common stock, which represented a percentage ownership of 11.6%. Mr. Finley beneficially owns 1,087,613 common shares and has the right to acquire an additional 185,714 common shares upon the exercise of stock warrants and 347,826 common shares upon conversion of $80,000 of convertible debt. Mr. Finley's total amount beneficially owned is 1,621,153 common shares which represents a percent ownership of 5.5%. There has been no change in Mr. Finley's ownership position since February of 2015. About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Calmare reported a net loss of $3.67 million on $891,000 of product sales for the year ended Dec. 31, 2015, compared to a net loss of $3.41 million on $1.04 million of product sales for the year ended Dec. 31, 2014. Mayer Hoffman McCann CPAs, in 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 operating losses since fiscal year 2006 and has a working capital and shareholders' deficiency at Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CANNASYS INC: Files Form 10-Q; Incurs $1.66M Net Loss in Third Qtr. ------------------------------------------------------------------- Cannasys, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.66 million on $499 of sales revenue for the three months ended Sept. 30, 2016, compared to a net loss of $450,592 on $48,156 of sales revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $3.51 million on $59,150 of sales revenue compared to a net loss of $864,265 on $76,404 of sales revenue for the same period during the prior year. As of Sept. 30, 2016, Cannasys had $694,448 in total assets, $1.11 million in total liabilities and a total stockholders' deficit of $417,798. A full-text copy of the Form 10-Q is available for free at: https://is.gd/clMjY2 About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $27.3 million on $2.03 million of revenues for the year ended Dec. 31, 2014. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2015, and continues to have negative working capital at Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAR CHARGING: Incurs $2.79 million Net Loss in Third Quarter ------------------------------------------------------------ Car Charging Group, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $2.79 million on $755,159 of total revenues for the three months ended Sept. 30, 2016, compared to a net loss attributable to common stockholders of $2.42 million on $1 million 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 attributable to common stockholders of $10.22 million on $2.51 million of total revenues compared to a net loss attributable to common stockholders of $7.82 million on $3.24 million of total revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Car Charging had $1.97 million in total assets, $23.04 million in total liabilities, $825,000 in series B convertible preferred stock and a total stockholders' deficiency of $21.89 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/qVbB6l About Car Charging Miami Beach, Florida-based Car Charging Group, Inc., is a leading owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Car Charging reported a net loss attributable to common shareholders of $9.58 million in 2015 compared to a net loss attributable to common shareholders of $22.71 million in 2014. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CATALENT PHARMA: Moody's Assigns B3 Rating on New Sr. Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B3 (LGD 6) rating to Catalent Pharma Solutions, Inc.'s new senior unsecured notes and upgraded the company's senior secured first lien credit facilities to Ba3 (LGD 3) from B1 (LGD 3). Moody's also affirmed Catalent's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and SGL-1 Speculative Grade Liquidity Rating. The outlook is stable. "The $400 million of new senior unsecured notes introduces a new class of debt to Catalent's capital structure that will provide protective first loss absorption to senior secured creditors," stated Jonathan Kanarek, Moody's Vice President/Senior Analyst. Proceeds from the new senior unsecured notes will be used primarily to repay $275 million of senior secured borrowings and fund the acquisition of Accucaps Industries Limited ("Accucaps"). Moody's anticipates that adjusted debt to EBITDA, currently at 5.4 times on a pro forma basis, will moderate to approximately 4.9 times over the next 12 to 18 months. These are the rating actions for Catalent Pharma Solutions, Inc. Ratings assigned: Senior unsecured notes due 2024 at B3 (LGD 6) Ratings upgraded: Senior secured first lien revolver expiring 2019 to Ba3 (LGD 3) from B1 (LGD 3) Senior secured first lien term loans due 2021 to Ba3 (LGD 3) from B1 (LGD 3) Ratings affirmed: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Speculative Grade Liquidity Rating at SGL-1 The outlook on all ratings is stable. RATING RATIONALE Catalent's B1 rating is constrained by its relatively high financial leverage and modest free cash flow. The rating is also constrained by volatility inherent in the pharmaceutical contract manufacturing industry. Lost revenue when customers' drugs become generic, pricing pressure exerted by large clients, and high fixed costs can create volatility in net profit and cash flows. The rating is supported by Moody's expectation that Catalent will benefit over the next 2-3 years as more drugs coming to market require more complex dosage solutions. In addition, Moody's acknowledges Catalent's push into more stable, albeit lower margin, businesses such as consumer and animal health. The rating is also supported by Catalent's good scale and leading market position in the development and manufacturing of softgels and other oral drug delivery technologies. The company also maintains a diversified customer base and commands a large library of patents, know-how, and other intellectual property that raise barriers to entry and enhance margins. These factors help mitigate the volatility created by the inherent industry challenges discussed above. The stable rating outlook reflects Moody's expectation that leverage will show moderate improvement over the next 12-18 months as previously soft businesses, such as modified release technologies and pre-filled syringes, stabilize and begin to grow again. In addition, Moody's expects new product lines, such as animal health and biologics, to help Catalent's growth. The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's expectation that Catalent's liquidity will remain very good over the next 12 to 18 months. Catalent's liquidity will be supported by free cash flow in excess of $100 million over the next year, a strong cash balance ($132 million as of Sept. 30, 2016,) and a near full availability under its $200 million revolver. The ratings could be upgraded if Catalent reduces financial leverage such that its debt to EBITDA approaches 4.0 times. The company's scale would also need to increase and its operating performance improve before Moody's would consider an upgrade. The ratings could be downgraded if Moody's expects Catalent's financial leverage to increase above 5.5 times. The ratings could also be downgraded if Catalent's earnings deteriorate or if the company adopts a more aggressive acquisition strategy. Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is a leading provider of development solutions and advanced delivery technologies for drugs, biologics and consumer health products. These include the company's formulation, development and manufacturing of softgels and other products for the prescription, consumer, and animal health industries. The company reported revenue of approximately $1.85 billion for the twelve months ended Sept. 30, 2016. Since the company's initial public offering in August 2014, affiliates of The Blackstone Group have reduced their stake in the company to approximately 14%. The principal methodology used in these ratings was Business and Consumer Service Industry published October 2016. CATALENT PHARMA: S&P Rates Proposed $400MM Sr. Unsec. Notes 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating (the same as the 'BB-' corporate credit rating on the parent company) to Catalent Pharma Solutions Inc.'s proposed $400 million senior unsecured Euro-denominated notes due 2024. S&P assigned a '4' recovery rating to this debt, indicating S&P's expectation for average (30%-50%, at the low end of the range) recovery for lenders in the event of a payment default. The company intends to use the proceeds to pay down $200 million of existing term loans, repay existing borrowings under its revolving credit facility from the Pharmatek acquisition, acquire Accucaps, and add additional liquidity on the balance sheet. S&P's 'BB-' corporate credit rating on parent company Catalent Inc. and 'BB' rating and '2' recovery rating on Catalent Pharma's existing senior secured debt are unchanged. S&P's ratings on Catalent continue to reflect S&P's view that the company has a top-tier scale and reputation in the contract development and manufacturing organization (CDMO) industry and strong revenue visibility from long-term contracts from a diversified customer base. These positive factors are somewhat offset by the company's small size relative to its large pharmaceutical customers and the narrow focus on pharmaceutical manufacturing. S&P's ratings also reflect its expectation that leverage will remain in the mid-4x area long term. RECOVERY ANALYSIS Key analytical factors -- The recovery rating on Catalent's new senior unsecured notes due 2024 is '4', and the recovery rating on the senior secured credit facilities is '2'. -- S&P's simulated default scenario contemplates a default in 2020, precipitated by increased competition and weak operating performance. -- S&P believes Catalent would reorganize in the event of default in view of its strong customer relationships and the importance of its products to its customers' supply chains. Further, S&P believes that lenders would achieve greater recovery through reorganization, rather than liquidation. -- S&P has valued the company on a going-concern basis using a 6x multiple of S&P's projected emergence EBITDA. The 6x multiple reflects Catalent's strong contracts and customer relationships, but is limited because its intangible assets are not as strong as biopharmaceutical molecule patents. S&P's emergence EBITDA of $260 million is somewhat higher than a fixed-charge proxy because S&P believes the senior secured maintenance covenant at 6.5x would not be amended before default as total leverage would exceed 8x. -- The senior secured credit facilities benefit from a downstream guarantee from Catalent's holding company parent, an upstream guarantee from the company's wholly owned U.S. restricted subsidiaries, and a pledge of 65% of Catalent's equity interests in its foreign subsidiaries. Catalent's U.S. operations, which provide a secured guarantee of the facilities, contribute approximately 40% of EBITDA. Foreign operations, which are non-guarantors, contribute the remaining 60% of EBITDA. Simulated default assumptions: -- Simulated year of default: 2020 -- EBITDA at emergence: $260 mil. -- EBITDA multiple: 6x Simplified Waterfall: -- Net enterprise value (after 5% admin. costs): $1,482 million -- Valuation split in % (obligors/nonobligors): 40/60 -- Priority claims: $57 million -- Collateral value available to first-lien creditors: $1,113 million -- Unpledged value available to secured creditors: $187 -- Secured first-lien debt claims: $1,733 million -- Recovery expectations: 70%-90% (lower half of range) -- Total value available to unsecured claims: $311 million -- Senior unsecured debt claims: $410 million -- Other pari passu unsecured claims: $620 million -- Recovery expectations: 30%-50% (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 non-obligors after non-obligor debt. RATING LIST Catalent Inc. Corporate Credit Rating BB-/Stable/-- New Ratings Catalent Pharma Solutions Inc. $400 Mil. Euro-Denominated Senior Unsecured Notes Due 2024 BB- Recovery Rating 4L CATARINA CONSTRUCTION: Hires Bridgepoint's Erik White as CRO ------------------------------------------------------------ Catarina Construction, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Erik White of Bridgepoint Consulting LLP as chief restructuring officer to the Debtor. Catarina Construction requires Bridgepoint and Mr. White to: a. review financial information pertaining to the Debtor's assets, liabilities, cash flows, financial statements, and projections, with all such information to be timely provided by the Debtor; b. in conjunction with the Debtor, develop a five-year financial projections for Catarina, including estimated impacts of potential contemplated corporate transactions; c. review and refine cash flow forecast; d. review project bidding analysis, project forecasting and tracking; e. assist the Debtor and its counsel with general matters related to its chapter 11 filing; f. assist management and counsel with preparation for hearings, testimony, creditors meetings, and creation of supporting exhibits and motions needed during pendency of the case; g. assist the Debtor with exploring DIP financing, if necessary; h. work with the Debtor to fulfill its financial reporting obligations to the Court, including completing the Schedules of Assets and Liabilities ("SOAL") and the Statement of Financial Affairs ("SOFA"), and the Monthly Operating Reports ("MOR") required by the Office of the United States Trustee; i. work with the Debtor and counsel to develop the appropriate plan and disclosure statement documents, including a liquidation analysis and estimation of creditor recoveries; j. assist the Debtor and counsel with managing certain vendor issues, including critical vendor status, where appropriate; k. assist the Debtor and counsel with litigation support and forensic analysis, where appropriate; l. review, and the Debtor shall provide, any material contracts to which Catarina is a party or guarantor, including debt agreements and major sales or supply/vendor contracts; m. contact with, and provide information to, representatives of case professionals retained in this bankruptcy case, any Unsecured Creditors Committee and their professionals, and other select stakeholders or third-party professionals as shall be further agreed, and shall keep the Debtor fully informed of all significant developments with respect thereto; and n. perform such other services as may be agreed upon between the parties. Bridgepoint will be paid at these hourly rates: Erik White $265.50 Additional Personnel $60-$400 Bridgepoint received the amount of $31,302.45 for services prior to the petition date. Bridgepoint will also be reimbursed for reasonable out-of-pocket expenses incurred. Erik White, member of Bridgepoint Consulting LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bridgepoint can be reached at: Erik White BRIDGEPOINT CONSULTING LLP 8310 N. Capital of Texas Highway Bldg. 1, Suite 420 Austin, TX 78731 Tel: (512) 437-7900 About Catarina Construction Catarina Construction, LLC filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-11209) on Oct. 17, 2016. The petition was signed by Erik White, chief restructuring officer. The Debtor is represented by Kell C. Mercer, Esq., at Kell C. Mercer, PC. The case is assigned to Judge Christopher H. Mott. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor hired Kell C. Mercer, P.C. as counsel, Erik White of Bridgepoint Consulting LLP as chief restructuring officer. The Debtor provides general contracting, wet utilities (water and wastewater lines) construction services, dry utilities (electric and telephone) construction services, heavy construction, and site preparation work in central Texas. CATARINA CONSTRUCTION: Hires Kell Mercer as Counsel --------------------------------------------------- Catarina Construction, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Kell C. Mercer, P.C. as counsel to the Debtor. Catarina Construction requires Mercer to consult with the Debtor on legal matters involved in the workout and reorganization of its debts. Mercer will be paid at the hourly rate of $400. Mercer will be paid a retainer in the amount of $15,000. Mercer will also be reimbursed for reasonable out-of-pocket expenses incurred. Kell C. Mercer, member of Kell C. Mercer, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mercer can be reached at: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 1602 E. Cesar Chavez Austin, TX 78702 Tel: (512) 627-3512 E-mail: kell.mercer@mercer-law-pc.com About Catarina Construction Catarina Construction, LLC filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-11209) on Oct. 17, 2016. The petition was signed by Erik White, chief restructuring officer. The Debtor is represented by Kell C. Mercer, Esq., at Kell C. Mercer, PC. The case is assigned to Judge Christopher H. Mott. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor hired Kell C. Mercer, P.C. as counsel, Erik White of Bridgepoint Consulting LLP as chief restructuring officer. The Debtor provides general contracting, wet utilities (water and wastewater lines) construction services, dry utilities (electric and telephone) construction services, heavy construction, and site preparation work in central Texas. CEETOP INC: Incurs $71.7K Net Loss in Third Quarter --------------------------------------------------- Ceetop Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $71,680 on $0 of sales for the three months ended Sept. 30, 2016, compared to a net loss of $147,187 on $0 of sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, Ceetop reported a net loss of $252,575 on $0 of sales compared to a net loss of $435,215 on $0 of sales for the same period during the prior year. As of Sept. 30, 2016, Ceetop Inc. had $1.79 million in total assets, $511,267 in total liabilities, all current, and $1.28 million in total stockholders' equity. For the year ended Dec. 31, 2015, the Company's independent auditors, in their report on the financial statements, indicated the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about the Company's ability to continue as a going concern. "[W]e have need of capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, or generate sufficient revenues, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan," the Company said. A full-text copy of the Form 10-Q is available for free at: https://is.gd/7XjTtl About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. Ceetop reported a net loss of $600,000 on $0 of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.41 million on $362,000 of sales for the year ended Dec. 31, 2014. CENVEO INC: Egan-Jones Hikes Sr. Unsec. Ratings to B- from CCC+ --------------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 15, 2016, upgraded the senior unsecured ratings on debt issued by Cenveo Inc. to B- from CCC+. EJR also raised the rating on the Company's commercial paper to B from C. Cenveo, Inc., incorporated on May 1, 1997, is a diversified manufacturing company focused on print-related products. The Company's portfolio of products includes envelope converting, commercial printing, label manufacturing and specialty packaging. CHAPARRAL ENERGY: Has Framework for Debt-for-Equity Plan -------------------------------------------------------- Chaparral Energy, Inc. and its affiliated debtors ask the Delaware Bankruptcy Court for authority to enter into a plan support agreement with certain holders of the Company's senior notes and certain lenders under the Company's Eighth Restated Credit Agreement, dated as of April 12, 2010. The Debtors have requested that the Bankruptcy Court hear the PSA Motion at the hearing currently scheduled for December 7, 2016. While the PSA is still subject to further review and consideration by the Lenders and the Noteholders, it is presently supported by JP Morgan Chase Bank, N.A. (in its capacity as a Lender) and the Ad Hoc Committee of Noteholders. The Debtors will continue to work in good faith with all parties to obtain final approval by the requisite percentage of Lenders in advance of the PSA Hearing and will file any updated documents prior to commencement of the PSA Hearing. The PSA commits the Debtors, on the one hand, and the Lenders and Noteholders party thereto, on the other hand, to prosecute a consensual plan of reorganization designed to implement a comprehensive balance sheet restructuring of the Debtors. The Debtors' obligations under the PSA, however, are subject to a fiduciary duty out as set forth in Section 6 and Section 8 of the PSA. The PSA contemplates that the Plan will provide for, among other things, the full equitization of the Debtors' approximately $1.25 billion of outstanding unsecured notes for 100% of the ownership interests in the reorganized company, subject to dilution from such ownership interests issued as a result of, among other things, (i) a $50 million rights offering to be backstopped by certain Noteholders (the "Rights Offering") and (ii) an incentive plan for the benefit of the new management of the reorganized company (for up to 7% of such ownership interests, as determined by the board of directors of the reorganized company). On the effective date of the Plan, the secured claims of the Lenders will be reduced by a certain cash payment, with the remaining outstanding $375 million to be restructured into a four-year credit facility, consisting of (i) a $225 million first-out revolving loan and (ii) a $150 million second-out term loan. As of the Petition Date, $550,000,000 in principal amount remained outstanding under the Eighth Restated Credit Agreement, dated as of April 12, 2010, among Chaparral, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents and parties party thereto. As of the Petition Date, $1,207,955,000 in principal amount and $59,455,334 in accrued and unpaid interest remained outstanding, in the aggregate, on account of the Company's 2020 Notes, 2021 Notes, and 2022 Notes: (A) "2020 Notes" means the 9.875% Senior Notes due 2020 issued by Chaparral Parent, pursuant to an Indenture, dated as of September 16, 2010, among Chaparral Parent, the guarantors named therein or party thereto, and Wilmington Savings Fund Society, FSB (as successor to Wells Fargo Bank, National Association), as trustee. As of the Petition Date, $298,000,000 in principal amount and $17,981,122 in accrued and unpaid interest remained outstanding on account of the 2020 Notes. (B) "2021 Notes" means the 8.25% Senior Notes due 2021 by Chaparral Parent, pursuant to an Indenture, dated as of February 22, 2011, among Chaparral Parent, the guarantors named therein or party thereto, and Wilmington Savings Fund Society, FSB (as successor to Wells Fargo Bank, National Association), as trustee. As of the Petition Date, $384,045,000 in principal amount and $22,092,238 in accrued and unpaid interest remained outstanding on account of the 2021 Notes. (C) "2022 Notes" means the 7.625% Senior Notes due 2022 by Chaparral Parent, pursuant to that certain Indenture, dated as of May 2, 2012, among Chaparral Parent, the guarantors named therein or party thereto, and Wilmington Savings Fund Society, FSB (as successor to Wells Fargo Bank, National Association), as trustee. As of the Petition Date, $525,910,000 in principal amount and $19,381,974 in accrued and unpaid interest remained outstanding on account of the 2022 Notes. The PSA contemplates that holders of allowed general unsecured claims will either receive a cash payment or their pro rata share of the ownership interests in the reorganized company, while the holders of existing equity interests in the Company will not receive any recovery or distribution on account of such equity interests. The PSA also contemplates a convenience class, wherein each holder of an allowed General Unsecured Claim (other than a Litigation Claim) with a face amount of $100,000 -- Maximum Convenience Class Claims Amount -- or less shall receive a cash payment in an amount equal to the allowed amount of its General Unsecured Claim, in full and final satisfaction of its General Unsecured Claim. Any holder of an allowed General Unsecured Claim in excess of the Maximum Convenience Class Claims Amount may elect Convenience Class Treatment, in which case each holder making such an election shall be deemed to have waived such portion of its allowed General Unsecured Claim that exceeds the Maximum Convenience Class Claims Amount and receive only cash equal to the Maximum Convenience Class Claims Amount and not be entitled to receive any New Equity Interests or participate in the GUC Rights Offering. The PSA may be terminated upon the occurrence of certain events, including: (a) certain breaches by the Debtors or Consenting Creditors under the PSA; (b) the failure to meet certain milestones with respect to achieving confirmation and consummation of the Plan; (c) the amendment or modification of certain documents, including the Plan, without the consent of the Consenting Creditors; (d) the occurrence of an uncured event of default under the Debtors' cash collateral orders; and (e) the determination by the Company's board of directors, upon the advice of counsel, that fiduciary obligations require the Company to terminate the Company's obligations under the PSA. A copy of the PSA is available at https://is.gd/oM3SEC An executed version of the PSA will be filed with the Bankruptcy Court on or prior to the hearing on the PSA Motion. Attorneys for the Consenting Noteholders: Evan Fleck, Esq. Michael Price, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005-1413 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: efleck@milbank.com mprice@milbank.com Attorneys for the Consenting Prepetition Lenders: William L. Wallander, Esq. Paul E. Heath, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel: (214) 220-7700 Fax: (214) 220-7716 E-mail: bwallander@velaw.com pheath@velaw.com About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHAPARRAL ENERGY: JPMorgan to Syndicate $550-Mil. Exit Loans ------------------------------------------------------------ Chaparral Energy, Inc. and its affiliated debtors have entered into a plan support agreement with certain holders of the Company's senior notes and certain lenders under the Company's Eighth Restated Credit Agreement, dated as of April 12, 2010, led by JPMorgan Chase Bank, N.A., the administrative agent under the prepetition credit facility. In accordance with the PSA, the Debtors will enter into a letter agreement with JPMorgan to begin documenting, structuring, and arranging the proposed exit financing, consisting of: $400,000,000 Senior Secured Revolving Credit Facility, subject to an initial borrowing base of $225,000,000; and $150,000,000 Senior Secured Term Loan Facility The credit facilities will maturity date four years after the closing date of the Facilities. Under the Exit facility, JPMorgan will serve as: -- Lead Left Arranger and Bookrunner; -- Administrative Agent; and -- Lender. Other lenders that are party to the Eighth Restated Credit Agreement dated as of April 12, 2010, and have approved the Debtors' plan of reorganization may also participate in the Exit facility. The Credit Documentation will contain these financial covenants: -- Leverage Ratio: The Borrower will maintain on a consolidated basis, as of the last day of any fiscal quarter, commencing with the fiscal quarter during which the Closing Date occurs, a ratio of total debt of the Credit Parties on such date (excluding non-cash obligations under the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 815 and accounts payable not delinquent or greater than 90 days past the date of invoice) to EBITDAX for the Reference Period ending on such date of not less than 3.50 to 1.00. -- Current Ratio: The Borrower will maintain on a consolidated basis, as of the last day of any fiscal quarter, commencing with the fiscal quarter during which the Closing Date occurs, a current ratio of not less than 1.00 to 1.00. -- Asset Coverage Ratio. The Credit Parties' ratio of (a) Total Proved PV10 to (b) (i) the aggregate principal amount of the outstanding Loans under the Facilities minus (ii) the amount of the Credit Parties' unrestricted cash on hand at such time -- up to, in the case of this clause (ii), a maximum of $37,500,000 -- shall not be less than 1.35 to 1.00 as of each January 1 and July 1 of each year, commencing with the first such date after the Closing Date. -- Minimum Liquidity. The Borrower shall not permit the sum of (a) unused Revolving Commitments plus (b) the Credit Parties' unrestricted cash on hand to be less than $25,000,000 as of the last day of each fiscal quarter, commencing with the fiscal quarter during which the Closing Date occurs. The Mandate Letter requires the Company to pay certain fees and expenses and to provide an indemnity in connection with JPMorgan's efforts under the Mandate Letter. The Mandate Letter has been filed with, and is subject to the approval of, the Bankruptcy Court. The Debtors have requested that the Bankruptcy Court hear the motion to approve the Mandate Letter at the hearing currently scheduled for December 7, 2016. A copy of the Mandate Letter is available at https://is.gd/qV9mMj An executed version of the Mandate Letter will be filed with the Bankruptcy Court on or prior to the hearing on motion to approve the Mandate Letter. About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHAPARRAL ENERGY: Lenders, Noteholders Want Plan Filed by Dec. 13 ----------------------------------------------------------------- Chaparral Energy, Inc., and its affiliated debtors have entered into a plan support agreement with certain holders of the Company's senior notes and certain lenders under the Company's Eighth Restated Credit Agreement, dated as of April 12, 2010, led by JPMorgan Chase Bank, N.A., the administrative agent under the prepetition credit facility. The Debtors have requested that the Bankruptcy Court hear the PSA Motion at the hearing currently scheduled for Dec. 7, 2016. The PSA imposes these milestones for the Debtors: -- No later than December 8, 2016, the Bankruptcy Court will have entered an order approving the PSA, which provides a framework for the Debtors' plan of reorganization; the backstop commitment agreement with certain noteholders that entered into the PSA, with respect to a $50 million rights offering; and a Mandate Letter with JPMorgan; as well as a Hedging Order in form and substance acceptable to the Chaparral Parties and the Required Consenting Creditors; and a Cash Collateral Order that is the Form Cash Collateral Order and otherwise acceptable to the Required Consenting Creditors; -- No later than three Business Days after entry of the PSA Approval Order, the Chaparral Parties shall file with the Bankruptcy Court: (i) the Plan; (ii) the Disclosure Statement; and (iii) a motion seeking, among other things, (A) approval of the Disclosure Statement, (B) approval of procedures for soliciting, receiving, and tabulating votes on the Plan and for filing objections to the Plan, and (C) to schedule the hearing to consider confirmation of the Plan; -- No later than 45 days after entry of the PSA Approval Order, the Bankruptcy Court shall have entered an order approving the Disclosure Statement and the relief requested in the Disclosure Statement and Solicitation Motion; -- No later than five Business Days after entry of the order approving the Disclosure Statement and Solicitation Motion, the Chaparral Parties shall have commenced solicitation on the Plan by mailing the Solicitation Materials to parties eligible to vote on the Plan; -- No later than 90 days after entry of the PSA Approval Order, the Bankruptcy Court shall have entered the Confirmation Order; and -- No later than 30 days after entry of the Confirmation Order, the Chaparral Parties shall consummate the transactions contemplated by the Plan. About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHAPARRAL ENERGY: Noteholders to Backstop $50M Rights Offering -------------------------------------------------------------- Chaparral Energy, Inc. and its affiliated debtors have entered into a plan support agreement with certain holders of the Company's senior notes and certain lenders under the Company's Eighth Restated Credit Agreement, dated as of April 12, 2010, led by JPMorgan Chase Bank, N.A., the administrative agent under the prepetition credit facility. In accordance with the PSA, the Debtors will conduct a $50 million rights offering for certain ownership interests in the reorganized company, which rights offering will be backstopped by certain Noteholders -- Commitment Parties -- pursuant to a backstop commitment agreement. The PSA contemplates the filing of a Chapter 11 Plan of reorganization that will provide for, among other things, the full equitization of the Debtors' approximately $1.25 billion of outstanding unsecured notes for 100% of the ownership interests in the reorganized company, subject to dilution from such ownership interests issued as a result of, among other things, (i) a $50 million rights offering to be backstopped by certain Noteholders (the "Rights Offering") and (ii) an incentive plan for the benefit of the new management of the reorganized company (for up to 7% of such ownership interests, as determined by the board of directors of the reorganized company) In accordance with the Plan, the Backstop Commitment Agreement, and the Company's proposed procedures for the conduct of the Rights Offering, the Company will offer eligible creditors, including the Commitment Parties, shares of ownership interests of the reorganized Company upon emergence from Chapter 11 for an aggregate purchase price of $50 million. Pursuant to the Backstop Commitment Agreement, the Commitment Parties have agreed to purchase all shares that are not duly subscribed for pursuant to the Rights Offering at a per share purchase price calculated in accordance with the Backstop Commitment Agreement. Under the Backstop Commitment Agreement, the Company has agreed to pay the Commitment Parties, on the closing date of the transactions contemplated by the Backstop Commitment Agreement, a commitment premium equal to $4,375,000 -- Commitment Premium -- which fee shall be payable and paid in the form of Class A common stock issued by the Company; provided, however, that, in the event a Commitment Party defaults on its obligations under the Backstop Commitment Agreement and another (non-defaulting) Commitment Party replaces such defaulting party, then the replacing Commitment Party shall receive the Commitment Premium the defaulting party would have otherwise received, which Commitment Premium shall be multiplied by 150%. If the transactions contemplated by the Backstop Commitment Agreement are consummated, the Commitment Premium will be payable in shares of common stock of the Company. The Company will also be required to pay, in cash, a termination fee equal to $4,375,000 upon the occurrence of certain termination events as set forth in the Backstop Commitment Agreement. Pursuant to the Backstop Commitment Agreement, the Company will also be required to (A) reimburse the Commitment Parties for reasonable and documented fees and expenses of counsel and any other advisors or consultants and (B) indemnify the Commitment Parties under certain circumstances for losses arising out of the Backstop Commitment Agreement, the Plan and the transactions contemplated thereby. The rights to purchase Class A common stock in the Rights Offering, any shares issued upon exercise thereof, and all shares issued to the Commitment Parties pursuant to the Backstop Commitment Agreement, will be issued in reliance upon the exemption from registration under the Securities Act of 1933 provided by Section 1145 of the Bankruptcy Code, Section 4(a)(2) thereof and/or Regulation D thereunder. The Backstop Commitment Agreement and Rights Offering Procedures have been filed with, and are subject to the approval of, the Bankruptcy Court. The Debtors have requested that the Bankruptcy Court hear the motion to approve the Backstop Commitment Agreement and Rights Offering Procedures at the hearing currently scheduled for December 7, 2016. The Commitment Parties' commitments to backstop the Rights Offering, and the other transactions contemplated by the Backstop Commitment Agreement, are conditioned upon the satisfaction of all applicable conditions precedent set forth in the Backstop Commitment Agreement. The issuances of common stock pursuant to the Rights Offering and the Backstop Commitment Agreement are conditioned upon, among other things, confirmation of the Plan by the Bankruptcy Court, and will be effective upon the Company's emergence from Chapter 11. A copy of the Backstop Commitment Agreement is available at https://is.gd/Jf9zi3 An executed version of the Backstop Commitment Agreement will be filed with the Bankruptcy Court on or prior to the hearing on the motion to approve the Backstop Commitment Agreement. Attorneys for the Consenting Noteholders: Evan Fleck, Esq. Michael Price, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005-1413 Tel: (212) 530-5000 Fax: (212) 530-5219 Email: efleck@milbank.com mprice@milbank.com Attorneys for the Consenting Prepetition Lenders: William L. Wallander, Esq. Paul E. Heath, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel: (214) 220-7700 Fax: (214) 220-7716 Email: bwallander@velaw.com pheath@velaw.com About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHAPARRAL ENERGY: Posts $5.49-Mil. Net Loss in Sept. 30 Quarter --------------------------------------------------------------- Chaparral Energy, Inc. reported a net loss of $5,491,000 for the three months ended Sept. 30, 2016, compared to a net loss of $647,142,000 for the same period a year ago. For the first nine months of 2016, the Company had a net loss of $400,551,000. In the same period last year, it posted a net loss of $831,930,000. Revenues -- from commodity sales -- were $65,847,000 for the third quarter compared to $74,512,000 for the same period a year ago. For the first nine months of 2016, the Company said revenues were $180,076,000 compared to $261,801,000 for the same period in 2015. As of Sept. 30, 2016, the Company had total assets of $826,003,000 against total current liabilities of $515,972,000; Liabilities subject to compromise of $1,286,828,000 and total stockholders' deficit of $1,027,008,000. A copy of the earnings report on Form 10-Q is available at https://is.gd/mRPQ1v About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHAPARRAL ENERGY: Seeks Approval of Fischer Retirement Deal ----------------------------------------------------------- Chaparral Energy, Inc., and its affiliated debtors seeks Bankruptcy Court approval to enter into a retirement agreement and general release with Mr. Mark A. Fischer in connection with his retirement as an employee of the Company and resignation from the board of directors of the Company. Upon Mr. Fischer's retirement, K. Earl Reynolds, the Company's current President and Chief Operating Officer, will be appointed as the Company's new Chief Executive Officer. Subject to Mr. Fischer's execution and non-revocation of certain releases and his continued compliance with the Retirement Agreement, he will be entitled to receive, in addition to any accrued and unpaid benefits or obligations, a cash payment of approximately $3.15 million (plus a cashless exercise warrant to purchase up to 0.37575% of the Class A Shares of the reorganized Company issued on the Effective Date of the Plan on a fully diluted basis). The payments will be made to Mr. Fischer upon Bankruptcy Court approval of the Retirement Agreement or on a later date as specified in the Retirement Agreement. For a period of 24 months after his retirement, Mr. Fischer will be subject to non-solicitation restrictions and non-competition restrictions as set forth in the Retirement Agreement. Mr. Fischer will also be subject to confidentiality restrictions as set forth in the Retirement Agreement. The Retirement Agreement also contains other customary provisions, some incorporated by reference into Mr. Fischer's employment agreement. All payments and benefits (that were not accrued prior to retirement) are conditioned on Mr. Fischer's (a) execution of a general release of claims against the Company, its affiliates and certain related parties and (b) continued compliance with the restrictive covenants and agreements contained in the Retirement Agreement. The Retirement Agreement has been filed with, and is subject to the approval of, the Bankruptcy Court. The Debtors have requested that the Bankruptcy Court hear the motion to approve the Retirement Agreement at the hearing that is currently scheduled for December 7, 2016. A copy of the Retirement Agreement and General Release is available at https://is.gd/7Ne2my About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHAPARRAL ENERGY: UST Wants Hearing on PSA, et al. Pushed Back -------------------------------------------------------------- Andrew R. Vara, Acting United States Trustee for Region Three, asks the Delaware Bankruptcy Court to reject the request of Chaparral Energy, Inc., to shorten the notice period and objections period with respect to these motions: a. Motion of Debtors for an Order Pursuant to 11 U.S.C. Sections 105(a) and 363(b) Authorizing Their Entry Into and Performance Under the Plan Support Agreement and Granting Related Relief (D.E. 578); b. Debtors' Motion for Order (A) Authorizing the Debtors to (I) Conduct Rights Offering, (II) Enter Into Backstop Commitment Agreement and (III) Pay Fees and Expenses Associated Therewith and (B) Approving Subscription Form (D.E. 579); c. Debtors' Motion for an Order (I) Authorizing the Debtors to (A) Enter Into Postpetition Hedge Agreements and (B) Grant Liens and Superpriority Claims, and (II) Granting Related Relief (D.E. 580); d. Debtors' Motion for Entry of an Order Authorizing Debtors to File Certain Confidential Information Contained in the Mandate Letter Under Seal (D.E. 581); e. Debtors' Motion for Order Authorizing the Debtors to Enter Into and Perform Under Exit Financing Mandate Letter (D.E. 582); f. Debtors' Motion for Order Authorizing the Debtors to Enter Into and Perform Under Exit Financing Mandate Letter (D.E. 583); g. Debtors' Motion for Order Pursuant to 11 U.S.C. Sections 105 and 363 and Fed. R. Bankr. P. 9019 Approving Retirement Agreement and General Release with Mark A. Fischer (D.E. 584) The Debtors have asked the Court to consider the relief requested in the PSA Related Motions on an expedited basis at the hearing scheduled for December 7, 2016 at 10:00 a.m. (Eastern Standard Time). Objections, according to the Debtors, must be filed by December 6. "There does not appear to be any need for urgency in this matter," the U.S. Trustee contends. The U.S. Trustee explains that the the Debtors filed the Motions on Thanksgiving eve, November 23, 2016, at approximately 12 p.m. The Motions contain hundreds of pages of exhibits are nonetheless incomplete. The U.S. Trustee says, "Collectively, the Motions would appear to seek court approval on an expedited basis of a number or transactions that will lock the Debtors into the virtual totality of a Plan of Reorganization without the protections of a disclosure statement or plan solicitation process as the Motions collectively indicate that they will form the basis of a consensual plan. The Motions will affect every creditor and party in interest in this case. The Motions have not been served upon the entirety of the creditor body in this case pursuant to Bankruptcy Local Rule 2002-1(b) requiring service upon: ". . . all parties whose rights are affected by the motion." "The filing of the Motions and the Shorten Time Motion on the afternoon before Thanksgiving strongly suggests the Motions were filed strategically at this time to avoid scrutiny of objection and to effectively limit notice as most or all parties will not receive any notification about the motions, as a practical matter, until Monday November 28, 2016 leaving approximately one week to consider and object to the hundreds of pages of documents filed." The U.S. Trustee is represented by: David L. Buchbinder, Esq. Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. JPMorgan Chase Bank, N.A., the administrative agent under the Debtors' Eighth Restated Credit Agreement, dated as of April 12, 2010, is represented by Vinson & Elkins L.L.P. CHIEFTAIN STEEL: U.S. Trustee Unable to Appoint Committee for Unit ------------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Floyd Industries LLC, an affiliate of Chieftain Steel LLC, as of Nov. 25, according to a court docket. Chieftain Steel, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016. The Debtor tapped Constance G. Grayson, Esq., at Gullette & Grayson, PSC, and Dinsmore & Shohl LLP as bankruptcy attorneys. The Official Committee of Unsecured Creditors for Chieftain Steel, LLC, retained Fox Rothschild LLP as its legal counsel, Bingham Greenebaum Doll LLP as its local counsel, and Phoenix Management Services, LLC as its financial advisor. Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky. At the time of filing, Floyd Industries had estimated assets and liabilities of $1 million to $10 million. The Chapter 11 cases of Chieftain Steel and Floyd Industries are jointly administered. CHINA FISHERY: Trustee Seeks to Hire Skadden as Legal Counsel ------------------------------------------------------------- The Chapter 11 trustee of CFG Peru Investments Pte. Limited (Singapore) seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel. William Brandt, Jr., the court-appointed trustee, proposes to hire Skadden, Arps, Slate, Meagher & Flom LLP to give legal advice regarding his duties as trustee in the continued management and operation of CFG Peru, an affiliate of China Fishery Group Limited (Cayman). The law firm will also help the trustee prepare a bankruptcy plan, identify and analyze CFG Peru's assets, investigate any claims held by the company, and resolve claims filed against the company. The hourly rates charged by the firm range from $390 to $920 for associates, $925 to $1,040 for counsel, and $935 to $1,425 for partners. Lisa Laukitis, Esq., a member of Skadden Arps, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Laukitis disclosed that her firm has not agreed to any variations from, or alternatives to, its billing arrangements and has not represented CFG Peru in the 12 months prior to its bankruptcy filing. Ms. Laukitis also disclosed that her firm intends to speak with Mr. Brandt prior to the hearing on the trustee's employment application regarding a budget and staffing plan. Once established, Mr. Brandt and the firm "may need to amend the Skadden Arps budget and staffing plan as necessary to reflect changed circumstances or unanticipated developments," Ms. Laukitis said in a court filing. Skadden Arps can be reached through: Jay M. Goffman, Esq. Lisa Laukitis, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036-6522 Tel: (212) 735-3000 Fax: (212) 735-2000 -- and -- Sarah E. Pierce, Esq. One Rodney Square P.O. Box 636 Wilmington, DE 19899-0636 Tel: (302) 651-3000 Fax: (302) 651-3001 -- and -- Elizabeth M. Downing, Esq. 500 Boylston Street Boston, MA 02116 Tel: (617) 573-4800 Fax: (617) 573-4870 About China Fishery Group China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The case is assigned to Judge James L. Garrity Jr. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve As legal counsel. The Debtor has tapped Goldin Associates, LLC, as financial advisor and RSR Consulting LLC as restructuring consultant. On November 10, 2016, William Brandt, Jr. was appointed as Chapter 11 trustee of CFG Peru Investments Pte. Limited (Singapore). COGENT COMMUNICATIONS: S&P Affirms 'B+' Rating on Sr. Sec. Notes ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issue-level rating, with a recovery rating of '3', on Cogent Communications Group Inc.'s senior secured notes following the company's proposed $125 million add-on to its 5.375% senior secured notes due 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; lower half of the range) recovery for lenders in the event of a payment default. S&P expects the company will use the proceeds for general corporate purposes and to fund shareholder returns. The 'B+' corporate credit rating and stable outlook on Cogent remain unchanged. As a result of the notes issuance, S&P expects adjusted leverage to increase to the high-4x area in 2016 (compared to S&P's previous forecast in the low-4x area), which is below S&P's previously stated downgrade threshold of 5x. In addition, S&P continues to expect the company to generate moderate free operating cash flow and reduce leverage back down to the mid-4x area in 2017. Although the company has a shareholder-friendly financial policy, S&P believes it will remain within its net leverage target of 2.5x-3.5x, which translates to S&P's lease-adjusted leverage ratio of about 4x-5x. RATINGS LIST Cogent Communications Group Inc. Corporate Credit Rating B+/Stable/-- Rating Affirmed; Recovery Band Revised Cogent Communications Group Inc. To From Senior Secured B+ B+ Recovery Rating 3L 3H CONTINENTAL RESOURCES: Egan-Jones Cuts Sr. Unsecured Ratings to B ----------------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 14, 2016, downgraded the senior unsecured ratings on debt issued by Continental Resources Inc. to B from B+. EJR also lowered the rating on the Company's commercial paper to B from A3. Continental Resources, Inc. is an oil and natural gas producer based in Oklahoma City. CREATIVE REALITIES: Incurs $2.76 Million Net Loss in Third Quarter ------------------------------------------------------------------ Creative Realities, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $2.76 million on $2.70 million of total sales for the three months ended Sept. 30, 2016, compared to a net loss attributable to common shareholders of $1.77 million on $3.36 million of total sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, Creative Realities reported a net loss attributable to common shareholders of $4.22 million on $8.17 million of total sales compared to a net loss attributable to common shareholders of $6.19 million on $8.19 million of total sales for the same period a year ago. As of Sept. 30, 2016, the Company had $22.25 million in total assets, $14.49 million in total liabilities, $3.82 million in convertible preferred stock and $3.92 million in total shareholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mVeHaQ About Creative Realities, Inc. Creative Realities, Inc., is a Minnesota corporation that provides innovative shopper marketing and digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. Creative Realities have expertise in a broad range of existing and emerging shopper and digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Its technology and solutions include: digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable its customers to transform how they engage with consumers. Creative Realities reported a net loss attributable to common shareholders of $8.31 million for the year ended Dec. 31, 2015, following a net loss attributable to common shareholders of $5.01 million for the year ended Dec. 31, 2014. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses, has negative cash flows from operations and has a working capital deficit, all of which collectively raise substantial doubt about its ability to continue as a going concern. CRYOPORT INC: Incurs $2.18 Million Net Loss in Second Quarter ------------------------------------------------------------- Cryoport, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $2.18 million on $1.97 million of revenues for the three months ended Sept. 30, 2016, compared to a net loss attributable to common stockholders of $2.66 million on $1.43 million of revenues for the same period during the prior year. For the six months ended Sept. 30, 2016, the Company reported a net loss attributable to common stockholders of $6.11 million on $3.89 million of revenues compared to a net loss attributable to common stockholders of $9.27 million on $2.86 million of revenues for the six months ended Sept. 30, 2015. As of Sept. 30, 2016, Cryoport had $5.99 million in total assets, $2.29 million in total liabilities and $3.69 million in total stockholders' equity. As of Sept. 30, 2016, the Company had cash and cash equivalents of $2.6 million and working capital of $2.0 million. Historically, the Company has financed its operations primarily through sales of its debt and equity securities. "The Company's management believes that, based on its current plans and assumptions, the current cash on hand, together with projected cash flows, will satisfy our operational and capital requirements into the second quarter of calendar year 2017. The Company's management recognizes that the Company may need to obtain additional capital to fund its operations until sustained profitable operations are achieved. Additional funding plans may include obtaining additional capital through equity and/or debt funding sources. The Company currently anticipates that it will continue to raise additional capital to fund its short term operating expenses pursuant to private placements similar to private placements the Company has conducted in the past. No assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company," the Company stated in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/9BGIdv About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss attributable to common stockholders of $15.05 million on $5.88 million of revenues for the year ended March 31, 2016, compared to a net loss attributable to common stockholders of $12.2 million on $3.93 million of revenues for the year ended March 31, 2015. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has recurring operating losses from inception and has used substantial amounts of working capital in its operations. Although the Company has cash and cash equivalents of $2.8 million at March 31, 2016, management has estimated that cash on hand will only be sufficient to allow the Company to continue its operations through the third quarter of fiscal 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. CULPEPPER ENTERPRISES: Hires John Moore as Counsel -------------------------------------------------- Culpepper Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Law Offices of John D. Moore, P.A. as attorneys to the Debtor. Culpepper Enterprises requires Moore to: a. advise and consult with the Debtor regarding questions arising from certain contract negotiations which will occur during the operation of business by the Debtor; b. evaluate and attack claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of Debtor; c. appear in, prosecute, or defend suits and proceedings, and to take all necessary and proper steps and other matters and things involved in or connected with the affairs of the estate of the Debtor; d. represent the Debtor in court hearings and to assist in the preparation of contracts, reports, accounts, petitions, applications, orders and other papers and documents as may be necessary in this proceeding; e. advise and consult with Debtor in connection with any reorganization plan which may be proposed in this proceeding and any matters concerning the Debtor which arise out of or follow the acceptance or consummation of such reorganization or its rejection; and f. perform such other legal services on behalf of the Debtor as they become necessary in this proceeding. Moore will be paid at these hourly rates: John D. Moore $425 Melanie T. Vardaman $375 Paralegals $110 Moore will be paid a retainer in the amount of $10,000, plus filing fee of $1,717. Moore will also be reimbursed for reasonable out-of-pocket expenses incurred. Melanie T. Vardaman, member of Law Offices of John D. Moore, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Moore can be reached at: Melanie T. Vardaman, Esq. LAW OFFICES OF JOHN D. MOORE, P.A. 301 Highland Park Cove, Suite B Ridgeland, MS 39158-3344 Tel: (601) 853-9131 About Culpepper Enterprises Culpepper Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 16-51978) on November 14, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by John D. Moore, at the Law Offices of John D. Moore, P.A. CULPEPPER ENTERPRISES: Taps S. Wayne Easterling as Special Counsel ------------------------------------------------------------------ Culpepper Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire S. Wayne Easterling as special counsel. Culpepper, a defendant in a case filed by Joseph Parker and Cheri Clancy, intends to appeal a ruling issued by the Circuit Court of Covington in favor of the plaintiffs, and needs the assistance of a special counsel to prosecute the appeal, according to court filings. Mr. Easterling will be paid an hourly rate of $275 for his services. In a court filing, Mr. Easterling disclosed that he does not represent any interest adverse to the Debtor or its bankruptcy estate. Mr. Easterling maintains an office at: S. Wayne Easterling, Esq. 120 South Tenth Avenue Hattiesburg, MS 39401 Phone: (601) 544-8900 Fax: (601) 544-8902 Email: Easterlinglaw@aol.com About Culpepper Enterprises Culpepper Enterprises, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 16-51978) on November 14, 2016. The petition was signed by Daniel Brannon White, secretary and treasurer. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by: John D. Moore, Esq. John D. Moore, P.A. P.O. Box 3344 Ridgeland, MS 39158-3344 Phone: 601-853-9131 Email: john@johndmoorepa.com CURTIS EDWARD SHELDON: Unsecureds To Get Quarterly Payment of $681 ------------------------------------------------------------------ Curtis Edward Sheldon and Tanisha Renee Sheldon filed with the U.S. Bankruptcy Court for the District of Arizona a first amended disclosure statement referring to the Debtors' plan of reorganization. Class 7 General Unsecured Claims -- totaling $241,169.35 -- are impaired. The Debtors will make quarterly payments of $681 to Class 7 Claimants on a pro rata basis, commencing in the month following payment in full of Class 2 Priority Claims. The Debtors estimate that Class 2 Priority Claims will be paid in full no later than month 36. The Debtors estimate that quarterly payments will commence around month 37 of the Plan and that Class 7 Claimants will share distributions in the approximate amount of $5,408 to $10,408, depending on the final amount of Class 1 Administrative Claim (estimated to be between $35,000 to $40,000). In any event, Class 7 Claimants will share distributions of no less than $5,408. The Plan will be funded by the Debtors' post-petition earnings and/or liquidation of exempt assets. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb15-11675-120.pdf The Plan was filed by the Debtors' counsel: Pernell W. McGuire, Esq. M. Preston Gardner, Esq. DAVIS MILES MCGUIRE GARDNER 40 E. Rio Salado Parkway, Suite 425 Tempe, AZ 85281 Tel: (480) 733-6800 Fax: (480) 733-3748 E-mail: pmcguire@davismiles.com pgardner@davismiles.com efile.dockets@davismiles.com Curtis Edward Sheldon and Tanisha Renee Sheldon filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-11675) on Sept. 14, 2015. DE-TECH COLLISION: Hires Schneider Miller as Counsel ---------------------------------------------------- De-Tech Collision, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Schneider Miller, P.C. as Counsel to the Debtor. De-Tech Collision requires Schneider Miller to: a. appear and represent the Debtor at the meeting of the Debtor with the U.S. Trustee Office, Sec. 341 Meeting of the Creditors, Status Conferences, and any other Court hearings and meetings; b. provide legal services to assist Debtor in preparing the plan of reorganization and disclosure statement; c. communicate with Debtor's creditors regarding claims, including reviewing claims and filing objections, if necessary; and d. other legal assistance required by the Debtor. Schneider Miller will be paid at these hourly rates: Kenneth M. Schneider $390 Timothy J. Miller $370 Kimberly Ross Clayson $270 Peter F. Schneider $230 David P. Miller $175 Schneider Miller will be paid a retainer in the amount of $15,000, plus $2,500 filing fees. Schneider Miller will also be reimbursed for reasonable out-of-pocket expenses incurred. Kimberly Ross Clayson, member of Schneider Miller, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Schneider Miller can be reached at: Kimberly Ross Clayson, Esq. SCHNEIDER MILLER, P.C. 645 Griswold, Suite 3900 Detroit, MI 48226 Tel: (313) 237-0850 E-mail: kclayson@schneidermiller.com About De-Tech Collision De-Tech Collision, Inc., filed a chapter 11 petition (Bankr. E.D. Mich. Case No. 16-55398) on Nov. 14, 2016. The petition was signed by Suzanne Chaaban, corporate officer. The Debtor is represented by Kimberly Ross Clayson, Esq., at Schneider Miller, P.C. The Debtor disclosed total assets at $1.07 million and total liabilities at $230,650. DEAN YOUNG: Exit Plan Proposes to Sell Barnwell Property -------------------------------------------------------- Dean Young Enterprises, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina its proposed plan to exit Chapter 11 plan protection. The restructuring plan proposes to sell the Debtor's real estate located at 100 Old Barnwell Road, West Columbia, South Carolina. The Debtor believes the property is worth $785,000. While the sale is pending, Debtor intends to make monthly payments to Wells Fargo Bank, N.A., Certified Development Corp. and Business Development Corp., which hold claims secured by the property. Wells Fargo, which asserts a $246,346 in secured claim, will be paid in full. The company will receive a monthly payment of $2,582.89 over 10 years at an annual fixed rate of 4.75% interest. Payments will commence in the month of confirmation of the plan. CDC will receive a monthly payment of $810.27 at an annual fixed rate of 3.89% interest over a period of 20 years. Payments will start upon the effective date of the plan. CDC has not yet filed a claim but is believed to be owed $135,000. Meanwhile, BDC will receive a monthly payment of $1,962.88, plus a fixed rate of interest of 4% over 20 years. Payments will start upon the effective date of the plan. The plan classifies the secured claim of Melinda Hicks in Class 5. Ms. Hicks holds a mortgage on the property and a judgment lien in the amount of $262,067, which will be valued at zero and treated in Class 6. Class 6 consists of non-insider general unsecured creditors. The Debtor believes it has no unsecured creditors in this class except for the residual from Class 5. The Debtor has projected to pay Class 6 a monthly payment of $100 with no interest over a period of 36 months. Payments will commence upon the effective date of the plan. The Debtor's sole income comes from rents paid by Alpha Manufacturing Company, Inc. Its projected income is $5,720 per month. The Debtor intends to use the rent in part to fund its proposed plan, according to its disclosure statement filed on November 8. A copy of the disclosure statement is available for free at https://is.gd/LCPgan About Dean Young Enterprises Dean Young Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04214) on August 19, 2016. The petition was signed by Dean Young, vice president. The case is assigned to Judge David R. Duncan. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The Debtor is represented by Jane H. Downey, Esq. at Moore Taylor Law Firm, P.A. The Debtor hired Colliers International South Carolina, Inc. as its real estate agent. 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 Dean Young Enterprises, LLC. DENNIS KOLODIN: Plan Confirmation Hearing on Jan. 4 --------------------------------------------------- Judge Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona will convene a hearing on Jan. 4, 2017 at 1:30 p.m., to consider Dennis Kolodin and Catherine Kolodin's disclosure statement accompanying their plan of reorganization. Dec. 30, 2014 is fixed as the last day for filing and serving in accordance with Fed. R. Bankr. P. 3017(a), written objections to the Disclosure Statement. The Debtor's Plan of Reorganization dated November 4, 2016, a full-text copy of which is available at: http://bankrupt.com/misc/azb15-07843-128.pdf provides that Class 9 - Allowed General Unsecured Claims will be paid the sum of $1,000, pro rata. The November 4 Plan classified the disputed Claim of Cynthia Futter under Class 8. The November 4 Plan provides that upon confirmation, the stay will be lifted and Ms. Futter can pursue her claim against Philadelphia Indemnity Insurance Company, who has accepted defense of the claim. The Debtors' First Amended Plan dated November 18, 2016, a full-text copy of which is available at: http://bankrupt.com/misc/azb15-07843-134.pdf removed reference to Ms. Futter's claim and classified claims into eight classes. Allowed general unsecured claims, under the November 18 Plan are classified under Class 8 and will remain to be paid the sum of $1,000, pro rata. The Plan will be funded by the contribution of Debtors. The Debtors are represented by: Ronald J. Ellett, Esq. ELLETT LAW OFFICES, P.C. 2999 North 44th Street, Suite 330 Phoenix, AZ 85018 Email: rjellett@ellettlaw.com Dennis Kolodin and Catherine Kolodin sought Chapter 11 (Bankr. D. Ariz. Case No. 15-07843) on June 24, 2015. On October 8, 2015, the United States Trustee's office filed a statement concerning its inability to appoint a committee of unsecured creditors. DICKINSON OF SAN ANTONIO: Hires Langley & Banack as Attorneys ------------------------------------------------------------- Dickinson of San Antonio, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Langley & Banack, Inc. as attorneys to the Debtor. Dickinson of San Antonio requires Langley & Banack to represent the Debtor and its estate in the Chapter 11 Bankruptcy case. Langley & Banack will be paid at these hourly rates: William R. Davis, Jr., Attorney $350 Steven B. Treu, Attorney $375 David S. Gragg, Attorney $450 Langley & Banack will be paid a retainer of $35,240.21, plus filing fee of $1,717. Langley & Banack will also be reimbursed for reasonable out-of-pocket expenses incurred. William R. Davis, Jr., member of Langley & Banack, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Langley & Banack can be reached at: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E. Mulberry, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 About Dickinson of San Antonio Dickinson of San Antonio, Inc., based in San Antonio, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52492) on October 31, 2016. The Hon. Ronald B. King presides over the case. William R. Davis, Jr., Esq., at Langley & Banack, Inc., to serve as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Lawrence D. Earle, president. DIRECTBUY HOLDINGS: UST Opposes $500,000 Expense Reimbursement -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the DirectBuy Holdings' case and the official committee of unsecured creditors filed with the U.S. Bankruptcy Court separate objections to the Debtors' motion (a) for an order approving the stalking horse asset purchase agreement and procedures in connection with the sale of all or substantially all of the Debtors' business assets and (b) authorizing the sale of all or substantially all of the Debtors' business assets free and clear of liens, claims and interests. The U.S. Trustee asserts, "The U.S. Trustee objects to those portions of the Motion that seek to pay the Lenders/Owners, if outbid at auction, an expense reimbursement of $ 500,000. Expense reimbursements, along with break-up fees are intended to be incentives for a party to invest time and money to do the due diligence necessary to make a stalking horse bid, knowing it might be outbid at the auction and therefore out-of-pocket for its expenses. Finally, the U.S. Trustee objects to the provision in the Asset Purchase Agreement ('APA') that gives this Court concurrent jurisdiction with the Canadian Court presiding over the bankruptcy cases of the Canadian subsidiaries of the U.S. Debtor UCC of Canada, Inc. (the 'Canadian Subsidiaries'), with respect to any disputes or claims arising in connection with the APA. The Committee, the Debtors' creditors, the U.S. Trustee and other parties in interest in these cases should not be forced to attend hearings in Canada. The sale is being approved by this Court, not the Canadian Court, and the U.S. Court should have exclusive jurisdiction over any disputes relating to the same." About DirectBuy Holdings DirectBuy Holdings, Inc., United Consumers Club, Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution, Inc., U.C.C. Trading Corporation, National Management Corporation, and UCC of Canada, Inc., each filed chapter 11 petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016. The Debtors' corporate headquarters is located at 8450 Broadway, Merrilville, IN. The Debtors are represented by Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C. Prime Clerk LLC has been tapped as claims agent. The U.S. Trustee has named five entities to serve on an official committee of unsecured creditors of the Debtors. DOLPHIN DIGITAL: Incurs $11.5 Million Net Loss in Third Quarter --------------------------------------------------------------- Dolphin Digital Media Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $11.53 million on $1.14 million of total revenues for the three months ended Sept. 30, 2016, compared to a net loss of $1.44 million on $2.43 million 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 $22.79 million on $1.17 million of total revenues compared to a net loss of $5.85 million on $2.47 million of total revenues for the same period during the prior year. As of Sept. 30, 2016, Dolphin Digital had $22.68 million in total assets, $39.61 million in total liabilities and a total stockholders' deficit of $16.92 million. As of Sept. 30, 2016 and 2015, the Company had cash available for working capital of approximately $1.0 million and approximately $0.8 million, respectively, and a working capital deficit of approximately $32.9 million and approximately $14.4 million, respectively. These factors, the Company said, along with an accumulated deficit of $85.4 million, raise substantial doubt about the ability of the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. "In this regard, management is planning to raise any necessary additional funds through loans and additional issuance of its common stock. There is no assurance that the Company will be successful in raising additional capital. The Company currently has the rights to several scripts that it intends to obtain financing to produce and release during 2017. It will earn a producer and overhead fee for each of these productions. There can be no assurances that such productions will be released or fees will be realized in future periods. We expect to begin to generate cash flows from our other sources of revenue, including the distribution of at least one web series that, as discussed earlier has gone into production," as disclosed in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/PSGStT 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. 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. E & E ENTERPRISES: Hires Albo & Oblon as Attorney ------------------------------------------------- E & E Enterprises Global, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Albo & Oblon, L.L.P. as counsel to the Debtor. E & E Enterprises requires Albo & Oblon to prosecute the Debtor's lawsuit against the United States styled E & E Enterprises Global, Inc. v. United States, No. 1:14-cv-00423-LJB (Fed. Ct. Claims). Albo & Oblon will be paid at these hourly rates: Cyrus E. Phillips, IV $400 Other Partners $375 Associates $325 Paralegal/Law Clerks $125 Albo & Oblon will be paid a retainer in the amount of $15,000. Albo & Oblon will also be reimbursed for reasonable out-of-pocket expenses incurred. Cyrus E. Phillips, IV, member of Albo & Oblon, L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Albo & Oblon can be reached at: Cyrus E. Phillips, IV, Esq. ALBO & OBLON, L.L.P. 2200 Clarendon Boulevard, Suite 1201 Arlington, VA 22201-3331 Tel: (757) 378-2917 Fax: (703) 312-0415 About E & E Enterprises E & E Enterprises Global, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Va. Case No. 16-50334) on March 15, 2016. The petition was signed by Ernest Green, Jr., president and CEO. The case is assigned to Judge Frank J. Santoro. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. ECOSPHERE TECHNOLOGIES: Incurs $1.05-Mil. Net Loss in Third Quarter ------------------------------------------------------------------- Ecosphere Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.05 million on $48,632 of total revenues for the three months ended Sept. 30, 2016, compared to a net loss of $16.22 million on $15,240 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 $6.57 million on $102,061 of total revenues compared to a net loss of $21.33 million on $35,204 of total revenues for the same period during the prior year. As of Sept. 30, 2016, Ecosphere had $2.46 million in total assets, $13.95 million in total liabilities, $3.94 million in total redeemable convertible cumulative preferred stock, and a total deficit of $15.43 million. "Historically, in the 18 years since inception, Ecosphere often has had liquidity problems but it has always found financing and new business to support its operations. Management believes that it will do so again although no assurances can be given. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. "In addition to needing capital to support its operations, as of the date of this Report, Ecosphere has approximately $0.7 million of its convertible notes payable, notes payable and related party notes payable due within the next 12 months." A full-text copy of the Form 10-Q is available for free at: https://is.gd/nAohck About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $23.06 million on $721,179 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $11.49 million on $1.11 million of total revenues for the year ended Dec. 31, 2014. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss of $23.07 million and $11.5 million in 2015 and 2014, respectively, and cash used in operating activities of $1.76 million and $4.55 million in 2015 and 2014, respectively. At Dec. 31, 2015, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $9.32 million, $12.2 million and $132 million, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. EFT HOLDINGS: Incurs $992,000 Net Loss in Second Quarter -------------------------------------------------------- EFT Holdings, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $991,867 on $67,977 of net total revenues for the three months ended Sept. 30, 2016, compared to net income of $3.70 million on $157,871 of net total revenues for the three months ended Sept. 30, 2015. For the six months ended Sept. 30, 2016, the Company reported a net loss of $2.16 million on $160,632 of net total revenues compared to net income of $2.26 million on $258,238 of net total revenues for the six months ended Sept. 30, 2015. As of Sept. 30, 2016, EFT Holdings had $13.26 million in total assets, $14.50 million in total liabilities and a total deficiency of $1.24 million. Historically, cash and cash equivalents and securities available for sale have been the Company's primary sources of liquidity. The Company believes its existing cash and cash equivalents will not be sufficient to meet its working capital requirements for the next 12-month period. The working capital position changed to a deficiency of approximately $12 million at Sept. 30, 2016, compared to a deficiency of $9.8 million at March 31, 2016 as a result of the return of $1.0 million advanced to President Jack Qin for the prepayment of amounts relating to business development activities planned by the Company and a decrease in cash used in operations. The Company gives no assurance that it will be able to obtain further funds required for its continued working capital requirements. The Company said its ability to meet its financial obligations and commitments will depend primarily upon the continued financial support of its directors and shareholders, the continued issuance of equity to new shareholders, and its ability to achieve and maintain profitable operations. "There is substantial doubt about the Company's ability to continue as a going concern as the continuation of the Company's business is dependent upon obtaining further long-term financing and achieving a profitable level of operations. The issuance of additional equity securities by the Company could result in a significant dilution of the equity interests of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments," as stated in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/z1q9Sa About EFT Holding California-based EFT Holdings, Inc., is primarily an e-Business company designed around the "Business-to-Customer" concept, which means that the Company's products are sold directly to customers through its web site. The Company's "Business-to-Customer" model differs from the traditional "Business to Business" model where products are sold to distributors who then sell the products to ultimate customers. EFT Holdings reported a net loss of $5.30 million on $968,000 of net total revenues for the fiscal year ended March 31, 2015, following a net loss of $20.3 million on $1.80 million of net total revenues for the year ended March 31, 2014. ELBIT IMAGING: Unit Closes Second Tranche of Refinancing -------------------------------------------------------- Elbit Imaging Ltd. announced that its approximately 98% holding subsidiary, Bucuresti Turism S.A. has reached the effective date for the drawdown of the second tranche of the loan in the amount of Euro 12 million under the Amended and Restated Facility Agreement between BUTU, as borrower, Raiffeisen Bank International A.G and Raiffeisen Bank S.A., leading international European banks, as lenders and the Company as guarantor. Following the drawdown, the total outstanding amount of the loan is approximately Euro 95 million. Euro 7 million will be used by the Company for a principal payment to Bank Hapoalim B.M. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47 million of revenues for the year ended Dec. 31, 2015, compared to profit of NIS 1 billion on NIS 461,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS 778.25 million in total assets, NIS 758.96 million in total liabilities and NIS 19.28 million in shareholders' equity. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ENUMERAL BIOMEDICAL: Supplements Schedule TO Transaction Statement ------------------------------------------------------------------ Enumeral Biomedical Holdings, Inc. filed an amendment No. 2 to the tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission relating to the Company's offer to amend, upon the terms and subject to the conditions set forth in the Offering Materials, outstanding warrants to purchase an aggregate of 21,549,510 shares of common stock of the Company at an exercise price of $2.00 per share, issued to investors participating in the Company's private placement financing that closed on July 31, 2014. The Original Warrants of holders who elect to participate in the Offer to Amend and Exercise will be amended to: (i) receive four shares of common stock for each warrant exercised rather than one, (ii) reduce the exercise price to $0.50 per warrant in cash (or $0.125 per share); (iii) shorten the exercise period so that it expires concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Eastern Time) on Nov. 29, 2016, as such expiration date may be extended by the Company in its sole discretion, or as required by applicable law, (iv) delete any price-based anti-dilution provisions; (v) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of 180 days after the Expiration Date; and (vi) provide that a holder, acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, "put equivalent positions" or similar arrangements, or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up Period. A full-text copy of the amended regulatory filing is available at: https://is.gd/w4HMIA About Enumeral Enumeral Biomedical Holdings, Inc., is engaged in the discovery of monoclonal antibodies and other novel biologics for the diagnosis and treatment of cancer, infectious and inflammatory diseases. The Company is currently focused on developing next generation antibodies that are more precise in their effects on tumor- and tissue-inflitrating lymphocyte functions via modulation of regulatory proteins known as checkpoints. Enumeral reported net income of $3.29 million in 2015 following a net loss of $8.17 million in 2014. As of Sept. 30, 2016, Enumerical had $4.04 million in total assets, $4.85 million in total liabilities and a total stockholders' deficit of $807,104. Friedman LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing the Company's recurring losses which raise substantial doubt about its ability to continue as a going concern. ERNEST SHEPHERD: Disclosures Okayed, Plan Hearing on Dec. 21 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Georgia will consider approval of the Chapter 11 plan of reorganization of Ernest Shepherd at a hearing on December 21, at 11:00 a.m. The hearing will be held at the U.S. Bankruptcy Court, Courtroom A, 433 Cherry, Street. The court will also consider at the hearing the final approval of the Debtor's disclosure statement, which it conditionally approved on November 10. The order set a December 15 deadline for creditors to cast their votes and file their objections. The Debtor filed the restructuring plan and disclosure statement on November 4, which proposes to liquidate all of the Debtor's property to pay its creditors in full. The Debtor is represented by: Christopher W. Terry, Esq. STONE & BAXTER, LLP Fickling & Company Building 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 Email: cterry@stoneandbaxter.com About Ernest Shepherd Ernest W. Shepherd sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Ga. Case No. 16-50560) on March 14, 2016. The case is assigned to Judge James P. Smith. ETRADE FINANCIAL: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company, on Oct. 26, 2016, raised the senior unsecured ratings on debt issued by E*TRADE Financial Corp to BB+ from BB. Based in New York, E*TRADE Financial Corporation provides online brokerage and related products and services primarily to individual retail investors. The Company's products and services include investor-focused banking, primarily sweep deposits and savings products, and asset gathering. EXCO RESOURCES: Oaktree Discloses 10.9% Stake as of Nov. 18 ----------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock, par value $0.001 per share, of Exco Resources, Inc. as of Nov. 18, 2016: Shares Percentage Beneficially of Name owned Shares ---- ------------ ----------- OCM Principal Opportunities Fund IV Delaware, L.P. 8,578,259 3% OCM Principal Opportunities Fund IV Delaware GP Inc. 8,578,259 3% OCM Principal Opportunities Fund IV, L.P. 8,578,259 3% OCM Principal Opportunities Fund IV GP, L.P. 8,578,259 3% OCM Principal Opportunities Fund IV GP Ltd. 8,578,259 3% OCM Principal Opportunities Fund III, L.P. 1,357,775 0.5% OCM Principal Opportunities Fund IIIA, L.P. 109,557 Less than 1% OCM Principal Opportunities Fund III GP, L.P. 1,381,082 0.5% Oaktree Fund GP I, L.P. 11,123,091 3.9% Oaktree Capital I, L.P. 11,123,091 3.9% OCM Holdings I, LLC 11,123,091 3.9% Oaktree Holdings, LLC 11,123,091 3.9% OCM EXCO Holdings, LLC 19,823,091 7.0% Oaktree Capital Management, L.P. (formerly Oaktree Capital Management, LLC) 30,859,932 10.9% Oaktree Holdings, Inc. 30,859,932 10.9% Oaktree Capital Group, LLC 30,859,932 10.9% Oaktree Capital Group Holdings GP, LLC 30,859,932 10.9% Oaktree Value Opportunities Fund Holdings, L.P. 1,336,250 0.4% Oaktree Value Opportunities Fund GP, L.P. 1,336,250 0.4% Oaktree Value Opportunities Fund GP Ltd. 1,336,250 0.4% A full-text copy of the regulatory filing is available at: https://is.gd/C9s9Pq About EXCO Resources EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. Additional information about EXCO Resources, Inc. may be obtained by contacting Tyler Farquharson, EXCO's Vice President of Strategic Planning, acting Chief Financial Officer and Treasurer, at EXCO's headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number (214) 368-2084, or by visiting EXCO's Web site at http://www.excoresources.com/ As of Sept. 30, 2016, the Company had $685.99 million in total assets, $1.52 billion in total liabilities and a total shareholders' deficit of $837.59 million. EXCO Resources reported a net loss of $1.19 billion for the year ended Dec. 31, 2015, following net income of $120.7 million for the year ended Dec. 31, 2014. "We have recently experienced losses as a result of the recent decline in oil and natural gas prices, and, as of December 31, 2015, we had negative shareholders' equity of $662.3 million, which means that our total liabilities exceeded our total assets. We may not be able to return to profitability in the near future, or at all, and the continuing existence of negative shareholders' equity may limit our ability to obtain future debt or equity financing or to pay future dividends or other distributions. If we are unable to obtain financing in the future, it could have a negative effect on our operations and our liquidity," the Company stated in its annual report for the year ended Dec. 31, 2015. * * * As reported by the TCR on Oct. 19, 2016, S&P Global Ratings raised its corporate credit rating on Dallas-based EXCO Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating action follows our review of EXCO's capital structure and liquidity position following recent debt repurchases, and our expectations for future restructuring actions," said S&P Global credit analyst Christine Besset. EXPERIMENTAL MACHINE: Allowed to Use M&T Bank Cash Until Dec. 17 ---------------------------------------------------------------- Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the District of Maryland authorized Experimental Machine, Inc., to use cash collateral on an interim basis, through Dec. 17, 2016. The U.S. Trustee and M&T Bank consented to the Debtor's use of cash collateral. M&T Bank alleged hat it is the current holder and owner of certain liens on certain assets of the Debtor. M&T Bank also alleged that all of the Debtor's cash and cash proceeds are subject to M&T Bank's properly perfected security interest. Judge Alquist acknowledged that the Debtor has an immediate and urgent need to use its cash collateral. She further acknowledged that the Debtor would not be able to fund its operating expenses, and its estate and its creditors would suffer irreparable harm without the use of cash collateral. The approved Budget for the period Nov. 18, 2016 to Dec. 17, 2016, provided for total disbursements in the amount of $152,150. The Debtor is directed to make monthly payments to M&T Bank in the amount of $5,500, payable in semi-monthly installments of $2,750 each on Dec. 2, 2016 and Dec. 16, 2016. M&T Bank is granted valid, perfected, enforceable and non-avoidable first priority replacement liens on all of the Debtor's post-petition assets, subject to the carve-out. The carve-out consists of: (1) statutory fees payable to the U.S. Trustee; and (2) the $8,000 monthly allocation to legal fees on the approved Budget which amount the Debtor proposed to pay to Scarlett, Croll & Myers, PA, for deposit into their escrow account to the extent allowed or later allowed and payable by order of the Court. A final hearing on the Debtor's Cash Collateral Motion is scheduled on Dec. 12, 2016, at 2:00 p.m. The deadline for the filing of objections to the Debtor's Motion is set on Dec. 6, 2016 at 4:00 p.m. A full-text copy of the Consent Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/ExperimentalMachine2016_1625294_19.pdf M&T Bank is represented by: Michael C. Bolesta, Esq. GEBHARDT & SMITH LLP One South Street, Suite 2200 Baltimore, MD 21202 About Experimental Machine Experimental Machine, Inc., filed a chapter 11 petition (Bankr. D. Md. Case No. 16-25294) on Nov. 18, 2016. The Debtor is represented by Michael S. Myers, Esq., at Scarlett, Croll & Myers, P.A. FIRST WIVES: Hires Mann Solutions as Chief Restructuring Advisor ---------------------------------------------------------------- First Wives Entertainment Limited Liability Company, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Mann Solutions Group as Chief Restructuring Advisor to the Debtor. First Wives requires Mann Solutions to: (a) serve as the Debtor's lead restructuring advisor reporting to the Debtor's managers and lead producers, Paul Lambert and Jonas Neilson (the "Managers"); (b) develop potential restructuring plans or strategic alternatives for maximizing the enterprise value of the Debtor's assets and opportunities; (c) use commercially reasonable efforts to attempt to Implement such plan or alternative; (d) act with the duties, power and authority generally equivalent to that of a chief executive officer, chief operating officer and chief financial officer subject to the direction of the Managers; (e) work collaboratively with the Managers and with the Debtors's other professionals in evaluating and implementing strategic and tactical options and strategies through the Debtor's restructuring process and in complying with the procedures and requirements of chapter 11; (f) provide leadership in respect of financial functions including, without limitation, strengthening competencies in finance including strategic planning, supervision of cash management, supervision of general accounting, and supervision of financial reporting and information; (g) supervise the preparation of all required reporting on behalf of the Debtor as debtor-in-possession; (h) serve as testifying witness in respect of proceedings in the Debtor chapter 11 case and in proceedings therein and related thereto; (i) serve as the lead representative to negotiate with creditors and other parties interested in the chapter 11 case; (j) direct the Debtor's legal, accounting and other professionals; (k) oversee development and implementation of an operating business plan to manage FWE and its assets in chapter 11; (l) drive financial and operational performance in conformity with the Debtor's business plan and restructuring strategies; (m) formulate and negotiate with respect to a plan of reorganization, sale or other ultimate transaction; and (n) perform such other duties as may be required by the Managers in furtherance of the chapter 11 case and the Debtor's restructuring. Mann Solutions will be paid at these hourly rates: Principals $550-640 Senior Associates $300-400 Associates $285-385 Accountants/Consultants $210-280 Analysts $125-185 Mann Solutions is subject to a monthly cap of $10,000 regardless of the number of hours or effort expended. Mann Solutions will also be reimbursed for reasonable out-of-pocket expenses incurred. Carol S. Mann, member of Mann Solutions Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mann Solutions can be reached at: Carol S. Mann MANN SOLUTIONS GROUP 56 Byberry Rd Hatboro, PA 19040 Tel: (267) 404-6266 About First Wives Entertainment First Wives Entertainment Limited Liability Company is the holder of the underlying rights to, and the vehicle through which First Wives Club, the iconic movie, is being developed as a musical for the Broadway and global stage, as well as for associated marketing and merchandising. On May 5, 2016, Aruba Productions LLC, Arnold Venture Fund L.P. and Edward H. Arnold filed an involuntary petition under Chapter 7 of the Bankruptcy Code against First Wives Entertainment Limited Liability Company. The Chapter 7 case was converted to a voluntary case under Chapter 11 [Bankr. S.D.N.Y. Case No. 16-11345] on August 23, 2016. No official committee of unsecured creditors, trustee or examiner has been appointed in the case as of October 24, 2016. FRANK W. KERR: Committee Taps BDO USA as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors of Frank W. Kerr Company seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire a financial advisor. The committee proposes to hire BDO USA, LLP to provide these services: (a) analyze the Debtor's financial operations and the financial ramifications of any proposed transactions; (b) conduct any requested financial analysis; (c) review the Debtor's monthly statements of operations; (d) perform claims analysis and scrutinize cash disbursements; (e) perform forensic investigating services to identify potential causes of action; (f) analyze transactions with insiders and affiliated companies of the Debtor; (g) analyze transactions with the Debtor's financing institutions; (h) attend meetings of creditors; (i) prepare valuation analysis of the Debtor's business and assets; (j) prepare alternative business projections relating to the valuation of the Debtor's business enterprise; (k) monitor the Debtor's sales process and evaluate sales proposals; (l) evaluate proposals for debtor-in-possession financing, use of cash collateral, exit financing and capital raising supporting any plan of reorganization; (m) review the financial aspects of a plan of reorganization or liquidation submitted by the Debtor; and (n) assist counsel in evaluating any tax issues. The hourly rates charged by the firm are: Partners/Managing Directors $475 - $795 Directors/Senior Managers $375 - $525 Managers/Vice-Presidents $325 - $425 Seniors/Analysts $200 - $350 Staff $175 - $225 David Berliner, a certified public accountant employed with BDO, disclosed in a court filing that the firm does not have any interest adverse to the Debtor's bankruptcy estate or any of its creditors. The firm can be reached through: David E. Berliner BDO USA, LLP 100 Park Avenue New York, NY 10017 Phone 212-885-8000 Fax 212-697-1299 About Frank W. Kerr Co. Frank W. Kerr Co. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 16-51724) on Aug. 23, 2016. McDonald Hopkins, PLC serves as the Debtor's legal counsel, and Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent. The Debtor hired Conway Mackenzie Management Services, LLC as restructuring consultant and Jeffrey K. Tischler as chief restructuring officer. On September 28, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. FREESEAS INC: To Hold Annual Meeting on Dec. 22 ----------------------------------------------- The 2016 annual meeting of shareholders of FreeSeas Inc., a corporation organized under the laws of the Republic of the Marshall Islands will be held on Dec. 22, 2016, at the principal executive offices of FreeSeas Inc. at 10, Eleftheriou Venizelou Street (Panepistimiou Ave.) 106 71, Athens, Greece, at 15:00 Greek time/12:00 pm Eastern Standard Time. The purposes of the Annual Meeting are as follows: 1. To elect one director of the Company to serve until the 2019 Annual Meeting of Shareholders; 2. To consider and vote upon a proposal to ratify the appointment of RBSM LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016; 3. To grant discretionary authority to the Company's board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock ratios within the range from 1-for-2 up to 1-for- 10,000 and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive those fractions are determined, or to entitle shareholder to receive from the Company's transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company will not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-10,000, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting; 4. To approve an amendment to the Amended and Restated Articles of Incorporation of the Company to increase the Company's authorized shares of common stock from 750,000,000 to 10,000,000,000; and 5. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. The Company's Board of Directors has fixed the close of business on Nov. 4, 2016, as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015, compared to a net loss of US$12.68 million on US$3.77 million of operating revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, FreeSeas had US$18.71 million in total assets, US$35.47 million in total liabilities and a total shareholders' deficit of US$16.76 million. RBSM LLP, in 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 operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements and is in default in other agreements with various counter parties. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FTE NETWORKS: Incurs $1.05 Million Net Loss in Third Quarter ------------------------------------------------------------ FTE Networks, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $1.05 million on $3.82 million of revenues for the three months ended Sept. 30, 2016, compared to a net loss attributable to common shareholders of $1.56 million on $4.02 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 attributable to common shareholders of $3.24 million on $9.08 million of revenues compared to a net loss attributable to common shareholders of $3.83 million on $11.44 million of revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, FTE Networks had $13.13 million in total assets, $22.01 million in total liabilities, $437,380 in total temporary equity and a total stockholders' deficiency of $9.31 million. As of Sept. 30, 2016, the Company had an accumulated deficit of approximately $16 million. In addition, the Company has a working capital deficiency of $2.6 million as of Sept. 30, 2016. Management's plans are to continue to raise additional funds through the sales of debt and equity. "There is no assurance that additional financing will be available when needed or that management will be able to obtain and close financing, including the aforementioned transactions, on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful," the Company stated in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/qidcAz About FTE Networks FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. FTE Networks reported a net loss attributable to common shareholders of $3.63 million on $14.4 million of revenues for the year ended Sept. 30, 2015, compared to net income of $436,000 on $16.9 million of revenues for the year ended Sept. 30, 2014. FULLCIRCLE REGISTRY: Incurs $167,000 Net Loss in Third Quarter -------------------------------------------------------------- FullCircle Registry, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $167,461 on $261,568 of revenues for the three months ended Sept. 30, 2016, compared to net income of $46,584 on $287,858 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 $385,719 on $820,667 of revenues compared to a net loss of $353,175 on $918,407 of revenues for the same period during the prior year. As of Sept. 30, 2016, FullCircle had $5.08 million in total assets, $6.52 million in total liabilities and a total stockholders' deficit of $1.43 million. As of Sept. 30, 2016, the Company had capital commitments of a mortgage and the digital equipment loan for $4,636,014 for Georgetown 14 Theater. The Company is currently focused on increasing revenues from its operations and reducing debt through converting notes payable to common stock. "We may also seek funding from securities purchases or from lenders offering favorable terms. No assurance can be given that we will be able to obtain the total capital necessary to fund our new business plans. In such an event, this may have a materially adverse effect on our business, operating results and financial condition," the Company stated in the SEC filing. The Company also currently owes $30,000 in notes payable and $1,147,480 in notes payable to related parties. The Company's auditors have expressed concern that the Company has experienced losses from operations and negative cash flows from operations since inception. The Company has negative working capital and a capital deficiency at Sept. 30, 2016. As of Sept. 30, 2016, the stockholders deficit is $1,438,956 compared to a deficit of $1,058,200 on Dec. 31, 2015. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. "The current expansion of the Company's business demands that significant financial resources be raised to fund capital expenditures, working capital needs, conversion of the theater into a restaurant with entertainment and debt service. Current cash balances and the realization of accounts receivable will not be sufficient to fund the Company's current business plan for the next twelve months. Consequently, the Company is currently seeking funds to provide the necessary capital to meet the Company's expansion needs. Management continues to negotiate with existing shareholders, financial institutions, new investors, and other accredited investors in order to obtain working capital necessary to meet current and future obligations and commitments. "Management is confident that these efforts will produce financing to further the growth of the Company. Nevertheless, there can be no assurance that the Company will be able to raise additional capital on satisfactory terms or at all." A full-text copy of the Form 10-Q is available for free at: https://is.gd/UnIXY6 About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle reported a net loss of $696,000 on $1.14 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $653,000 on $1.49 million of revenues for the year ended Dec. 31, 2014. Somerset CPAs, P.C., in Indianapolis, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. GASTAR EXPLORATION: Initial Closing of Oklahoma Acreage Sale ------------------------------------------------------------ Gastar Exploration Inc. announced the initial closing of the sale of certain non-core assets located in northeast Canadian and southeast Kingfisher counties, Oklahoma. Gastar received $46.4 million in the initial closing and the buyer has placed an additional $28.3 million into escrow. Release of escrow funds to Gastar is subject to certain title curative and other conditions. As previously disclosed, on Oct. 19, 2016, Gastar entered into a Purchase and Sale Agreement with Red Bluff Resources Operating, LLC, a Delaware limited liability company, to sell certain non-core leasehold interests held by the Company, located primarily in the northeast region of Canadian County, Oklahoma and in the southeast region of Kingfisher county, Oklahoma for approximately $71 million (of which up to $10 million is contingent upon the satisfaction of certain conditions), subject to certain adjustments. On Nov. 18, 2016, the Company and Red Bluff executed and delivered two amendments to the Sale Agreement and entered into a relating closing agreement, which, among other things, allocated $1.4 million of the purchase price to producing properties with the remainder of the purchase price to non-producing properties. Gastar also announced that its regularly scheduled November 2016 revolving credit facility borrowing base redetermination resulted in a current borrowing base of $85 million, down from $100 million. Gastar will repay the required $15 million borrowing base reduction from proceeds of the initial closing of the non-core acreage sale. The next regularly scheduled borrowing base redetermination is to occur in May 2017. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. -- http://www.gastar.com/-- is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Gastar Exploration had $300.0 million in total assets, $461.0 million in total liabilities and a total stockholders' deficit of $161.1 million. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Gastar Exploration to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. In June 2016, Moody's Investors Service downgraded the Corporate Family Rating of Gastar to 'Caa3' from 'Caa1'. The rating outlook was changed to 'negative' from 'stable'. The downgrade of Gastar's CFR to Caa3 reflects the company's weakened liquidity and reduced size following the sale of its Appalachian assets in April 2016. GLOBAL AMENITIES: Hires Nelson as Special Litigation Counsel ------------------------------------------------------------ Global Amenities, LLC, seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Nelson Mullins Riley & Scarborough LLP as special litigation counsel to the Debtor. Global Amenities requires Nelson to: a. assist the Debtor and Debtor's primary bankruptcy counsel, Mr. Pohl, prepare all necessary amendments, petitions, motions, applications, orders, reports, and papers necessary to advance the chapter 11 case only as it may apply to the Florida litigation; b. advise the Debtor of its rights, powers, and duties as a Debtor under chapter 11 of the Bankruptcy Code as they may apply to the Florida litigation; c. prepare on behalf of the Debtor all motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtor's estate, as they may apply to the Florida litigation; d. take action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of actions commenced against the Debtor in the chapter 11 case, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor, as they may apply to the Florida litigation; e. prepare the Debtor's disclosure statement and any related motions, pleadings, or other documents necessary to solicit votes on the Debtor's plan of reorganization as this may apply to the Florida litigation; f. assist and to prosecute on behalf of the Debtor, any proposed chapter 11 plan and seeking approval of all transactions contemplated therein and in any amendments thereto; and g. perform all other necessary legal services in connection with the chapter 11 case, in particular as it may apply to the Florida litigation. NMRS will take care not to duplicate the efforts of the debtor's primary bankruptcy counsel. Nelson will be paid at the hourly rate of $500. Nelson will be paid a retainer in the amount of $20,000. Nelson will also be reimbursed for reasonable out-of-pocket expenses incurred. George B. Cauthen, member of Nelson Mullins Riley & Scarborough LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nelson can be reached at: George B. Cauthen, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 1320 Main Street, 17th Floor Columbia, SC 29201 Tel: (803) 799-2000 E-mail: George.cauthen@nelsonmullins.com About Global Amenities Global Amenities, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04635) on September 13, 2016. The petition was signed by Andrew Manios, managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. GLOBAL HEALTHCARE: Posts $314,000 Net Income for Third Quarter -------------------------------------------------------------- Global Healthcare REIT, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $313,822 on $850,520 of rental revenue for the three months ended Sept. 30, 2016, compared to a net loss of $734,318 on $978,648 of rental revenue for the same period a year ago. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $411,666 on $2.31 million of rental revenue compared to a net loss of $1.04 million on $3.26 million of rental revenue for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Global Healthcare had $38.29 million in total assets, $33.01 million in total liabilities and $5.28 million in total equity. Throughout its history, the Company has experienced shortages in working capital and has relied, from time to time, upon sales of properties and debt and equity securities to meet cash demands. At Sept. 30, 2016, the Company had cash and cash equivalents of $1.4 million on hand. In June 2016, the Company sold its Greene Point facility for gross cash proceeds of $3.8 million. A portion of the proceeds were used to pay off an existing mortgage related to the facility in the amount of $1.7 million and related subordinated debt of $367,500. The Company's liquidity is expected to increase from potential equity and debt offerings and decrease as net offering proceeds are expended in connection with the acquisition of properties. The Company's continuing short-term liquidity requirements consisting primarily of operating expenses and debt service requirements, excluding balloon payments at maturity, are expected to be achieved from rental revenues received and existing cash on hand. The Company plans to renew senior debts that mature during 2016, as the Company's projected cash flow from operations will be insufficient to retire the debt. The Company's restricted cash approximated $0.6 million as of Sept. 30, 2016, which is to be expended on debt service associated with its Southern Hills Retirement Center. The Company has an agreement for the Goodwill facility that should start generating revenues in January 2017 after the new operator has completed renovations and obtained necessary licenses and permits. The Company also has an agreement from the senior lender to extend and modify the Goodwill senior loan to require interest only payments for six months. An agreement is also in place at Golden Years in which the Company makes advances to the operator to cover operating deficits until operations at the facility sufficiently recover. The operator has initiated over $400,000 in property improvements, which will be complete by year-end. The Company's advances will reimbursed by any operating surpluses prior to commencement of the lease. Any remaining unreimbursed advances after twelve months will not be recovered and either party has the option to reject the lease prior to commencement. The Company expects all advances to be repaid and the lease to commence in April 2017. Cash used in operating activities was $506,278 for the nine months ended Sept. 30, 2016, compared to cash provided by operating activities of $369,106 for the nine months ended Sept. 30, 2015. Cash flows provided by operations was primarily impacted by the decrease in rental revenues received during the first quarter of 2016 as a result of the bankruptcy filing of a lease operator and the closure of one facility. Cash provided by investing activities was $2,672,738 for the nine month period ended Sept. 30, 2016, compared to cash provided by investing activities of $471,771 for the nine month period ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company collected the total carrying value of a note receivable with a related party in the amount of $573,428 and received proceeds of $2,112,970 from the sale of the Company's Greene Point facility. For the nine months ended Sept. 30, 2015, the Company issued a note receivable of $350,000 to a nursing home operator, collected $574,719 from notes receivable to related parties, received back a $450,000 earnest money on deposit related to a potential acquisition and incurred capital expenditures of $328,651 related to the Company's Southern Hills Retirement Center. A full-text copy of the Form 10-Q is available for free at: https://is.gd/hmCTH4 About Global Healthcare REIT Global Healthcare REIT, Inc., operates as a real estate investment trust (REIT) for the purpose of investing in real estate and other assets related to the healthcare industry. The Company acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. Global Healthcare reported a net loss attributable to common stockholders of $3.36 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $1.31 million for the year ended Dec. 31, 2014. * * * This concludes the Troubled Company Reporter's coverage of Global Healthcare until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. GLYECO INC: Incurs $699,000 Net Loss in Third Quarter ----------------------------------------------------- lyeco, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $699,091 on $1.38 million of net sales for the three months ended Sept. 30, 2016, compared to a net loss of $735,694 on $2.14 million of net sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $2.54 million on $4.14 million of net sales compared to a net loss of $2.79 million on $5.52 million of net sales for the same period a year ago. As of Sept. 30, 2016, GyleCo had $5.73 million in total assets, $1.31 million in total liabilities and $4.42 million in total stockholders' equity. "We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting the management of liquidity are cash flows generated from operating activities, capital expenditures, and acquisitions of businesses and technologies. Cash provided from financing continues to be the Company's primary source of funds. We believe that we can raise adequate funds through issuance of equity or debt as necessary to continue to support our planned expansion," the Company said. For the nine months ended Sept. 30, 2016, and 2015, net cash used in operating activities was $1,918,821 and $2,592,914, respectively. The decrease in cash used in operating activities is due to the decrease in the Company's net loss as well as significant period over period changes in accounts receivables, inventories, accounts payable and accrued expenses and depreciation and amortization. For the nine months ended Sept. 30, 2016, the Company used $449,698 in cash for investing activities, compared to the $143,389 used in the prior year's period. These amounts were comprised of capital expenditures for equipment as well as the acquisition of Brian's On-Site Recycling. For the nine months ended Sept. 30, 2016 and 2015, the Company received $2,802,105 and $3,300,676, respectively, in cash from financing activities. The decrease is due to the funds received from a private placement offering in February 2015 exceeding the funds received from the rights offering conducted in February 2016, which are both discussed further below, as well as the repayment of debt. As of Sept. 30, 2016, the Company had $2,790,006 in current assets, including $1,710,273 in cash, $657,827 in accounts receivable and $235,990 in inventories. Cash increased from $1,276,687 as of Dec. 31, 2015, to $1,710,273 as of Sept. 30, 2016, primarily due to the rights offering in February 2016. As of Sept. 30, 2016, the Company had total current liabilities of $1,161,241 consisting primarily of accounts payable and accrued expenses of $907,864. As of Sept. 30, 2016, the Company had total non-current liabilities of $191,067, consisting primarily of the non-current portion of the Company's notes payable obligations of $186,298. As of Sept. 30, 2016, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve profitable operations. "Our plans to address these matters include achieving profitable operations, raising additional financing through offering our shares of the Company's capital stock in private and/or public offerings of our securities and through debt financing if available and needed. There can be no assurances, however, that the Company will be able to obtain any financings or that such financings will be sufficient to sustain our business operation or permit the Company to implement our intended business strategy. We plan to achieve profitable operations through the implementation of operating efficiencies at our facilities and increased revenue through the offering of additional products and the expansion of our geographic footprint through acquisitions, broader distribution from our current facilities and/or the opening of additional facilities," the Company stated. A full-text copy of the Form 10-Q is available for free at: https://is.gd/9LAvxj About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyEco reported a net loss available to common shareholders of $12.5 million on $7.36 million of net sales for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has had recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2015, and has an accumulated deficit of $34,550,503 as of Dec. 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. GRIZZLY LAND: Ch. 11 Trustee Wants to Use RAB Cash Until Sept. 30 ----------------------------------------------------------------- Edward B. Cordes, Chapter 11 Trustee for Grizzly Land, LLC, asks the U.S. Bankruptcy Court for the District of Colorado for authorization to use the cash collateral of Rabo AgriFinance LLC, f/k/a Rabo Agrifinance, Inc., through Sept. 30, 2017. The Chapter 11 Trustee relates that since his appointment, and with the knowledge and consent of Rabo AgriFinance, the Chapter 11 Trustee has been using Rabo AgriFinance's cash collateral to operate the Debtor's ranching business and associated natural resource assets in the ordinary course of business, to protect, preserve and enhance the value of the estate. The Chapter 11 Trustee further relates that until recently, Rabo AgriFinance had informally agreed to the Chapter 11 Trustee's use of cash collateral by its course of conduct, presumably because of: (1) the substantial equity cushion that Rabo AgriFinance enjoys; (2) the Chapter 11 Trustee was protecting the value of Rabo AgriFinance's physical collateral through his judicious use of cash collateral; and (3) the good faith voluntary payments the Chapter 11 Trustee has made to Rabo AgriFinance since his appointment. The Chapter 11 Trustee says that notwithstanding the absence of a formal written cash collateral agreement, since early June 2016, the Chapter 11 Trustee has already paid Rabo AgriFinance approximately $468,000 in an effort to adequately protect Rabo AgriFinance’s interest in the Debtor’s collateral. The Chapter 11 Trustee further says that considering that the prepetition payments to Rabo AgriFinance were approximately $50,000 per month, the Chapter 11 Trustee has paid Rabo AgriFinance approximately 9 months of payments over the 6 months of his appointment. The Chapter 11 Trustee contends that he has attempted to negotiate a detailed written agreement regarding the Chapter 11 Trustee's use of cash collateral with Rabo AgriFinance, but so far the parties have been unable to reach mutually-acceptable terms. He further contends that pursuant to the Court's Interim Compensation Order, Rabo AgriFinance asserted its informal objection to the Trustee's request to make partial interim payments to estate professionals. The Chapter 11 Trustee adds that in its objection, Rabo AgriFinance argued that any such payment would necessarily come from its cash collateral, and it now is unwilling to allow such payment to be made in the absence of a written agreement regarding cash collateral. The Chapter 11 Trustee tells the Court that it needs to use cash collateral in order to protect, preserve, and prepare the Debtor's high-end ranching business and substantial natural resource assets for marketing in the late Spring of 2017 with an anticipated closing of a sale in Summer or early Fall 2017. To maximize the ranch value, the Chapter 11 Trustee anticipates marketing it in the late Spring 2017 with, hopefully, a sale contract in place in mid to late June/early July, with an expected closing to follow 45 to 60 days after the contract date. The Chapter 11 Trustee's proposed Budget covers the months of November 2016 through September 2017, and projects total expenses in the amount of $1,002,983. The Chapter 11 Trustee proposes to pay regular interest, costs and the monthly principal payment of $21,00 for the month of December 2016, to Rabo AgriFinance. For the following months through September 2017, he proposes to make regular interest only payments as set forth in the Rabo AgriFinance Loan Documents. The Chapter 11 Trustee further proposes to grant Rabo AgriFinance with a superpriority claim to the extent of any identifiable and ascertainable diminution in value occurring after the Petition Date, as well as a junior priority replacement lien on, and security interest in, all property of the bankruptcy estate. The Chapter 11 Trustee tells the Court that it intends to provide Rabo AgriFinance with evidence that the Rabo AgriFinance Collateral is adequately insured and that such insurance will name Rabo AgriFinance as an additional insured. A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/GrizzlyLand2016_1611757jgr_146.pdf A full-text copy of the Debtor's proposed Budget, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/GrizzlyLand2016_1611757jgr_146_2.pdf About Grizzly Land Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 16-11757) in Denver on March 1, 2016. Judge Thomas B. McNamara is assigned to the case. The petition was signed by Kirk A. Shiner, DVM, manager. The Debtor estimated $10 million to $50 million in assets and debt. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., serves as counsel to the Debtor. GTT COMMUNICATIONS: Moody's Confirms B2 CFR on Hibernia Deal ------------------------------------------------------------ Moody's Investors Service has confirmed GTT Communications, Inc.'s B2 corporate family rating following the expected closing of its acquisition of Hibernia. To finance the acquisition as well as its repay existing debt, GTT will raise approximately $1 billion of new debt and contribute $75 million of equity. Moody's has also upgraded the company's probability of default rating (PDR) to B2-PD from B3-PD, assigned senior secured rating of B1 and assigned a Caa1 rating to GTT's proposed unsecured notes offering. Moody's has also changed GTT's speculative grade liquidity rating to SGL-2 from SGL-1 and changed the outlook to stable. The ratings are contingent upon Moody's review of final documentation and no material change in the terms and conditions of the debt as advised to Moody's. These actions conclude the review for downgrade that was initiated on Nov. 9, 2016. The review was prompted by GTT's agreement to purchase Hibernia Networks, a provider of international network infrastructure, for $590 million. Although GTT's leverage will rise above Moody's limit of 5x (Moody's Adjusted) for GTT's B2 rating, EBITDA growth as a result of network and SG&A synergies and sales growth will bring leverage back below 5x over the next 12 to 18 months. Further, following the transaction GTT's scale and asset coverage will improve which could allow for greater tolerance over time. The addition of Hibernia will boost GTT's margins because Hibernia's business has a 35% EBITDA margin versus GTT's margins in the low 20% range. With fiber ownership, Moody's expects GTT's margins to improve but due to Hibernia's low utilization levels, capex should only rise modestly to 6-7% of combined revenues. Moody's expects GTT's liquidity to remain very good, enhanced by an upsized $75 million revolving credit facility and we expect the company to continue to generate meaningful positive cash flow. Issuer: GTT Communications, Inc. Assignments: Senior Secured Term Loan B, Assigned B1 (LGD3) Senior Secured Revolving Credit Facility, Assigned B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) Confirmations: Corporate Family Rating, Confirmed at B2 Upgrades: Probability of Default Rating, Upgraded to B2-PD from B3-PD Downgrades: Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Withdrawals: Senior Secured Term Loan B due 2022, Withdrawn , previously rated B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility due 2020, Withdrawn , previously rated B2 (LGD3) Outlook Actions: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE GTT's B2 CFR reflects its modest leverage, strong free cash flow and revenue growth potential driven by the company's favorable competitive position within its target market of international network services. The company's low capital spending requirements at approximately 7% of revenue and improving margin profile result in meaningful excess cash flows. The company's acquisitive strategy, small scale and low asset coverage (although improving) relative to its debt load constrain the rating. Pro-forma for the pending Hibernia acquisition, GTT has taken steps to mitigate these limiting factors. Annualized for the quarter ending 9/30/16 Hibernia generated over $180 million in revenues, which puts GTT on pace to achieve its goal of $1 billion in revenue over the next few years. Additionally, asset coverage will improve following the Hibernia acquisition and ownership of key undersea fiber cables. GTT's strategy employs an architecture with mostly-leased infrastructure that results in low capital intensity but could expose the company to margin pressure if end-user pricing and network leasing cost trends diverge over time. Because of the company's capex-light strategy, Moody's believes that it has lower leverage tolerance than a traditional, facilities-based carrier. Moody's expects GTT to have good liquidity over the next twelve months and expects the company to have approximately $20 million of cash on the balance sheet and an undrawn $75 million revolving credit facility following the close of the transaction. Moody's expects GTT to draw on the credit facility opportunistically to fund small, tuck-in acquisitions. The revolver will contain a maximum senior secured leverage covenant, which Moody's expects to be set with ample cushion in the new credit agreement. The ratings for debt instruments reflect both the probability of default of GTT, to which Moody's assigns a PDR of B2-PD, and individual loss given assessments. The senior secured credit facilities are rated B1 (LGD3, 35%), one notch above the CFR, given the support from the unsecured notes. The notes are rated Caa1 (LGD5, 88%), two notches below the CFR. The B2 rating could upgraded if leverage falls below 4x (Moody's adjusted) and free cash flow to debt exceeds 10%. The rating could be downgraded if liquidity becomes strained, if free cash flow is negative or if leverage is sustained above 5x (Moody's adjusted). The principal methodology used in these ratings was "Global Telecommunications Industry" published in December 2010. Based in McLean, VA., GTT is a multinational Tier 1 internet service provider which also offers global enterprise network services. The company operates a global IP backbone and offers networking and cloud based solutions to its enterprise and carrier clients. During the last twelve months ending Sept 30, 2016, the company generated $500 million in revenue. GULFMARK OFFSHORE: Adds Exclusive Forum Selection to Bylaws ----------------------------------------------------------- The Board of Directors of GulfMark Offshore, Inc., approved an amendment, effective Nov. 21, 2016, to the Company's bylaws to add an exclusive forum selection provision as new Section 7.7 and an enforceability provision as new Section 7.8. Pursuant to new Section 7.7, unless the Company consents to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, stockholder or other agent of the Company to the Company or the Company's stakeholders, (iii) any action arising or asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware or the Certificate of Incorporation or bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court located in the State of Delaware). Section 7.7 also provides that any person or entity purchasing or otherwise acquiring any interest in securities of the Company will be deemed to have consented to those provisions. Section 7.8 provides for the severability of any provision of Article VII of the bylaws that is held to be invalid, illegal or unenforceable and the enforceability of the remainder thereof. About Gulfmark GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of our operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. Gulfmark reported a net loss of $215 million in 2015 following net income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets, $583.9 million in total liabilities and $518.3 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based, marine transportation services company GulfMark Offshore Inc. to 'CCC' from 'B-'. The TCR also reported on Feb. 26, 2016, that Moody's Investors Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate Family Rating (CFR) to Caa3 from B3, Probability of Default Rating (PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from Caa1. GULFMARK OFFSHORE: Has Tender Offer for $300M Sr. Notes Due 2022 ---------------------------------------------------------------- GulfMark Offshore, Inc., announced a tender offer to purchase for cash up to $300 million in aggregate principal amount of its outstanding 6.375% Senior Notes due 2022. The tender offer will be funded by a new money investment from MFP Partners, L.P. and Franklin Mutual Advisers, LLC that will be conditioned upon the closing of the tender offer and will take the form of a new $100 million secured term loan facility, a $100 million revolver to refinance the existing revolver and at least $50 million, in the aggregate, in new equity. The tender offer is being made upon, and is subject to, the terms and the other conditions set forth in the Offer to Purchase, dated Nov. 23, 2016, and the related Letter of Transmittal. In connection with the tender offer and new equity investment from MFP Partners, L.P. and funds advised by Franklin Mutual Advisers, LLC, the Company and Raging Capital Management, LLC have entered into (i) a Tender Support Agreement, pursuant to which Raging Capital has committed, among other things, to tender $85 million in aggregate principal amount of Notes in the tender offer and (ii) a Voting Agreement, pursuant to which Raging Capital has agreed to, among other things, vote its capital stock in the Company in favor of the approval of the issuance of the shares of Class A Common Stock issuable upon the conversion of the Series A Preferred Stock. Subsequent to the closing of the tender offer, the Company will launch a stockholder rights offering to allow all of its stockholders to participate in a restructured GulfMark at the same equity price provided to the investors. There can be no assurance that the stockholder rights offering will be completed. Quintin Kneen, president and CEO, commented, "Our business is in a difficult and extended downturn due to an unprecedented decrease in the global demand for offshore drilling combined with a material increase in the supply of offshore support vessels. "We are excited about the opportunity to partner with MFP Partners and Franklin Mutual Advisors to raise new capital in a transaction that benefits all stakeholders. The proposed transaction significantly reduces our indebtedness and increases our near-term liquidity as this industry works to correct this crippling oversupply of vessels," Kneen concluded. The tender offer will expire at 11:59 p.m., New York City time, on Dec. 21, 2016 (such date and time, as it may be extended, the "Expiration Date"), unless extended or earlier terminated. Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on Dec. 7, 2016 (such date and time, as it may be extended, the "Early Tender Date") and accepted for purchase will receive $500.00 for each $1,000.00 principal amount of Notes (the "Total Consideration"), which includes the early tender premium of $20.00 for each $1,000.00 principal amount of Notes validly tendered. Holders tendering Notes after the Early Tender Date but before the Expiration Date will be eligible to receive $480.00 for each $1,000.00 principal amount of Notes. No tenders submitted after the Expiration Date will be valid. The settlement date for Notes validly tendered before the Expiration Date will occur promptly following the Expiration Date and is expected to be Dec. 22, 2016, assuming that the Expiration Date is not extended. GulfMark will pay accrued and unpaid interest from and including the last interest payment date for the Notes (Sept. 15, 2016) up to, but not including, the settlement date for Notes accepted for purchase. Tendered Notes may be withdrawn from the tender offer prior to 5:00 p.m., New York City time, on Dec. 7, 2016 (such date and time, as it may be extended, the "Withdrawal Deadline"). Holders of Notes who validly tender their Notes after the Withdrawal Deadline but before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase. The tender offer is also conditioned upon the satisfaction or waiver of the financing condition described in the Offer to Purchase and certain other conditions. Subject to applicable law, GulfMark may also terminate the tender offer at any time before the Expiration Date. The Company has retained Miller Buckfire & Co., LLC, a subsidiary of Stifel Financial, to serve as Dealer Manager for the Tender Offer. Questions regarding the Tender Offer may be directed to Kevin Haggard at (212) 895-1883 or Chris Weyers at (212) 847-6480. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related tender offer materials are available by contacting D.F. King & Co., Inc. at (800) 755-7250 (toll-free), (212) 269-5550 (banks and brokers) or email GLF@dfking.com. The tender offer for the Notes is only being made pursuant to the tender offer documents, including the Offer to Purchase that GulfMark is distributing to holders of the Notes. The tender offer is not being made to holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer, it will be deemed to be made by the dealer managers or any other licensed broker or dealer on behalf of GulfMark. GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving every major offshore energy industry market in the world. MFP Partners, L.P. is a private investment fund based in New York that focuses on long-term, value investment opportunities. MFP Investors LLC serves as the general partner to MFP Partners, L.P. and is an SEC registered investment adviser controlled by Michael F. Price. Franklin Mutual Advisers, LLC is a wholly-owned indirect subsidiary of Franklin Resources, Inc., a California-based global investment management organization. A full-text copy of the press release is available at: https://is.gd/IhfnOr About Gulfmark GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of our operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. Gulfmark reported a net loss of $215 million in 2015 following net income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets, $583.9 million in total liabilities and $518.3 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based, marine transportation services company GulfMark Offshore Inc. to 'CCC' from 'B-'. The TCR also reported on Feb. 26, 2016, that Moody's Investors Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate Family Rating (CFR) to Caa3 from B3, Probability of Default Rating (PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from Caa1. GULFMARK OFFSHORE: S&P Lowers CCR to 'CC' on Tender Offer --------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on U.S.-based offshore service provider GulfMark Offshore Inc. to 'CC' from 'CCC'. The rating outlook is negative. At the same time, S&P lowered its issue-level rating on GulfMark Offshore's senior unsecured notes to 'CC' from 'CCC+'. The recovery rating remains '2', indicating S&P's expectation for substantial recovery (70%-90%; lower half of the range) for debtholders in the event of a payment default. "The downgrade follows GulfMark Offshore's announcement that it has offered to purchase up to $300 million of its 6.375% senior unsecured notes due 2022 at about 48% of par," said S&P Global Ratings' credit analyst Kevin Kwok. "We view the offer as tantamount to default because debtholders will receive less value than promised on the original securities, and the offer is distressed rather than purely opportunistic." The tender offer expires on Dec. 21, 2016, and a minimum of $250 million must be tendered for the transaction to close. The negative outlook reflects S&P's expectation that it would lower the corporate credit rating if the company completes the announced tender as proposed. Once the transaction closes, S&P expects to lower the corporate credit rating to 'SD' (selective default) and the issue-level rating on the senior unsecured notes to 'D'. S&P would then reevaluate the entity under its new capital structure and consider an upgrade if S&P believes it is no longer pursuing distressed transactions. S&P could raise the ratings if the transaction doesn't close. GUSTAVO ARANGO: Unsecureds To Recover 12% Under Plan ---------------------------------------------------- Gustavo Arango, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement referring to the Debtor's plan of reorganization. General unsecured claims against the Debtor total $19,775.17, consisting mainly of unsecured claims of governmental entities and utility claims. Class 6 Other General unsecured Claims totaling $252. As of Nov. 16, 2016, no claims have been filed under this class. Members of this class will be paid 12% of their allowed claims in 60 equal consecutive monthly installments for the Effective Date. This class is impaired. The Plan will be funded with the Debtor's own assets, the collection of any account receivables, the Debtor's cash in bank and funds from the Debtor's operations. If needed, Gustavo Arango will provide additional capital input. Plan Outline Has Conditional Approval U.S. Bankruptcy Judge Brian K. Tester in Puerto Rico conditionally approved the disclosure statement and allowed the Debtor to solicit acceptances or rejections of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of objectionsas may be made to either will be held on December 14, 2016, at 09:00 A.M. Acceptances or rejections of the Plan may be filed in writing on/or before 10 days prior to the Plan confirmation hearing date. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must also be filed on/or before 10 days prior to the Plan confirmation hearing date. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-05118-39.pdf Gustavo Arango, Inc., is a corporation organized under the laws of the Commonwealth of Puerto Rico on Jan. 23, 1990. It was created by Gustavo A. Arango, a prestigious fashion designer. The Debtor's main business is to design, manufacture and make haute couture designs tailored specially to its client's needs. The business of the Debtor is centered at its atelier and flaship store located at Ave. Roosevelt 1334, Puerto Nuevo, San juan, P.R. 00920. The Debtor filed a Chapter 11 petition (Bankr. D. P.R. Case No. 16-05118) on June 28, 2016, and is represented by Carmen D. Conde Torres, Esq. of C. Conde & Assoc. The Hon. Brian K. Tester presides over the case. HAMPSHIRE GROUP: Asks Court to Extend Bankr. Stay to Execs ---------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reported that Hampshire Group Ltd. has asked U.S. bankruptcy court in Delaware to extend Chapter 11's litigation shield to two of the company's top executives, to protect them from more than $3 million worth of collection efforts by their South Korean supplier. Hampshire said its CEO Paul Buxbaum and Director and interim Chief Financial Officer William Drozdowski to be afforded the same automatic stay protections that debtors in Chapter 11 proceedings receive, which would halt litigation and collection efforts. About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. Hampshire Group listed $25.9 million in assets and $41.8 million in liabilities. Brands listed under $50 million in both assets and debts. International listed under $50,000 in assets and under $50 million in liabilities. The petitions were signed by Paul Buxbaum, president and chief executive officer. Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel to the Debtors. The Company's senior secured creditor, Salus Capital Partners LLC, has agreed to allow the Company to utilize cash collateral to finance wind-down efforts. HDREPAIR.COM CORP: Court Denies Approval of Plan Outline -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, for reasons stated on the record at the hearing on November 9, denied the disclosure statement, which explains HDRepair.com Corp.'s proposed plan to exit Chapter 11 protection. Under U.S. bankruptcy law, a debtor must get court approval of its disclosure statement to begin soliciting votes from creditors. The document must contain adequate information to enable creditors to make an informed decision about the bankruptcy plan. HDRepair.com's restructuring plan proposes to pay unsecured creditors 20% of their allowed claims. These creditors include those who hold an unsecured claim against Robert and Clarissa Roxberry based upon certain personal guarantees. About HDRepair.com Corp. HDRepair.com Corp. -- f/d/b/a Roxberry Enterprises, Inc., LOVJuice, Inc., Cabelite, LLC and HDRepair Services, LLC -- is a Florida corporation formed in 2008 by Clarissa Roxberry and Robert Roxberry as a marketing company to provide in home repair services for the High Definition TV market. Since 2008, HDRepair.com operated as a marketer and provider of "in-home warranty" services to name brand manufacturers and marketers of electronic TV's, including the four original equipment contract manufacturers (including, Foxconn, Wistron, Envision TPV and AmTRAN) of Vizio branded Electronic TV's (collectively, the "Customers") for all 50 states and Puerto Rico. HDRepair.com Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-17855) on May 31, 2016. The petition was signed by Robert Roxberry, president. The Hon. Erik P. Kimball oversees the case. The Debtor is represented by Brett A Elam, Esq., at Farber + Elam, LLC. HENDRICKSON TRUCKING: To Pay Unsecureds 10% Over 16 Mos. -------------------------------------------------------- Hendrickson Trucking Inc. filed with the U.S. Bankruptcy Court for the Eastern District of California a disclosure statement describing the Debtor's fourth plan of reorganization, dated Nov. 15, 2016. The Debtor will pay each claim in the General Unsecured Class 1 a 10% dividend in full satisfaction of the general unsecured claims in four installment payments over a 16-month period from cash surplus. The total amount to be paid in this class will be $676,212.86. Upon Confirmation of the Plan, TAB Bank intends to finance the Accounts Receivable of Hendrickson Truck Lines Inc., and to close the Accounts Receivable Financing Account to Hendrickson Trucking Inc., which was the continued through Debtor-in-Possession Financing by agreement pending confirmation of the Plan. The Debtor warrants and guarantees, and it is authorized pursuant to Confirmation of the Plan, that the Reorganized Debtor will execute any documents necessary to maintain at least the same level of collateralization in the Debtor's assets as the Pre-Petition loan documents, UCC Lien, and Deed of Trust provided in securing the obligation under the accounts receivable financing. The Disclosure Statement is available at: http://bankrupt.com/misc/caeb15-24947-393.pdf A hearing to consider the approval of the Disclosure Statement is scheduled for Dec. 6, 2016, at 2:30 p.m. As reported by the Troubled Company Reporter on Sept. 26, 2016, the Debtor filed with the Court a disclosure statement describing its Third Plan of Reorganization, dated Sept. 15, 2016. According to that disclosure statement, the Debtor or HTL will pay each claim in the General Unsecured Class No. 1 a 10% dividend in full satisfaction of the general unsecured claims within 90 days after the effective date of the confirmed plan. The total amount to be paid under this class is $282,847. About Hendrickson Trucking William Hendrickson founded Hendrickson Trucking in 1976 and incorporated as an S-corporation on Jan. 5, 1994. The company is based out of Sacramento, California. The company had grown to become one of the stronger carriers along the west coast. In 2013, the state of California ruled the Debtor's owner operators as employees and assessed huge back withholding taxes, penalties and interest. This assessment is currently on appeal. Some of the Debtors former owner operators also filed claims for unpaid wages as employees and Debtor lost through Labor Board hearings. The Debtor did not have money to post bonds for appeal, and some of the owner operators had obtained judgments against the Debtor. Based in Sacramento, California, Hendrickson Trucking, Inc., sought bankruptcy protection (Bankr. E.D. Cal. Case No. 15-24947) on June 19, 2015. The Debtor disclosed $6.40 million in assets and $13.7 million in liabilities at the Petition Date. The petition was signed by Alban Lang, vice president. The Hon. Christopher D. Jaime presides over the case. Anthony C. Hughes, Esq., of Hughes Financial Law, represents the Debtor. HERTZ CORPORATION: Moody's Affirms B1 CFR; Outlook Negative ----------------------------------------------------------- Moody's Investors Service changed The Hertz Corporation's rating outlook to negative and affirmed the company's B1 Corporate Family Rating, as well as its other debt ratings. The change in outlook reflects the uncertainty surrounding Hertz's ability to implement a number of critical initiatives that include: 1) better aligning its fleet mix with customer demand; 2) implementing disciplines that more effectively manage residual risk; and 3) realizing targeted cost cutting goals. The considerable challenges Hertz is facing in these areas are reflected in the significant $300 million reduction in the company's 2016 adjusted corporate EBITDA guidance -- to approximately $600 million from $900 million. RATINGS RATIONALE Hertz continues to benefit from a competitive position in the car rental sector, and fundamentals in the industry remain favorable. In addition, the initiatives it is pursuing should be achievable. However, the company's significant execution and operational reporting shortfall during the third quarter indicate that achieving these initiatives will be more challenging than the company had expected. Hertz maintains an adequate liquidity profile with $1.1 billion in availability under its committed credit facility, $616 million in unrestricted cash (pro forma for 6.75% note redemption) and availability under various committed securitization facilities. Hertz's rating could be lowered if the company is unable to demonstrate clear progress in rectifying the operational execution and reporting shortfalls that have emerged. A trajectory that points toward the following metrics could result in a rating downgrade: debt/EBITDA approaching 5x; pre-tax income below breakeven; or EBITDA/interest approximating 3x. Any upward movement in Hertz's rating would require the company show clear progress in achieving its strategic initiatives that include: harvesting targeted cost savings; maintaining fleet size in line with demand; and, maintaining an adequate liquidity profile. Metrics that could support a higher rating include expectation of year end debt/EBITDA below 3x; pre-tax income/sales remaining above 7%; and EBITDA/interest exceeding 5x. All figures reflect Moody's standard adjustments. Outlook Actions: Issuer: Hertz Corporation (The) Outlook, Changed To Negative From Positive Issuer: Hertz Holdings Netherlands BV Outlook, Changed To Negative From Positive Affirmations: Issuer: Hertz Corporation (The) Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating (Local Currency), Affirmed B1 Senior Secured Bank Credit Facility, Affirmed Ba1 (LGD2) Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD4) Issuer: Hertz Corporation (The) (Old) Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD6) Issuer: Hertz Holdings Netherlands BV Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4) The principal methodology used in these ratings was "Equipment and Transportation Rental Industry" published in December 2014. HOOPER HOLMES: Incurs $2.05 Million Net Loss in Third Quarter ------------------------------------------------------------- Hooper Holmes, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing 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 same period a year ago. 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 nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Hooper Holmes had $17.46 million in total assets, $18.04 million in total liabilities and a total stockholders' deficit of $578,000. The Company incurred a loss from continuing operations of $7.6 million during the nine month period ended Sept. 30, 2016, and the Company's net cash used in operating activities for the nine month period ended Sept. 30, 2016, was $7.1 million. The Company has managed its liquidity through availability under a revolving credit facility, raising additional equity, and a series of cost reduction initiatives. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future. The uncertainty regarding the Company's ability to generate sufficient cash flows and liquidity to fund operations raises substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. A full-text copy of the Form 10-Q is available for free at: https://is.gd/dRe8LS 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. 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. HPIL HOLDING: Incurs $41.6K Net Loss in Third Quarter ----------------------------------------------------- HPIL Holding filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $41,594 on $0 of consulting revenue for the three months ended Sept. 30, 2016, compared to net income available to common shareholders of $104,526 on $0 of consulting revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, HPIL Holding reported a net loss available to common shareholders of $77,111 on $0 of consulting revenue compared to a net loss available to common shareholders of $266,902 on $35,000 of consulting revenue for the same period a year ago. As of Sept. 30, 2016, the Company had $6.80 million in total assets, $80,875 in total liabilities, all current, $6.72 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/N84Oqh About HPIL Holding HPIL Holding (formerly Trim Holding Group) was incorporated on Feb. 17, 2004, in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company's activities were involved in developing a business plan to market and distribute fashion products. On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Mr. Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses. On Oct. 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company's management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company's business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved. On May 21, 2012, the Company changed its name to HPIL Holding. MNP LLP, in Mississauga, Ontario, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred continuing losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss and comprehensive loss available to common shareholders of $92,659 following a net loss and comprehensive loss available to common shareholders of $456,589 for the year ended Dec. 31, 2014. HUDBAY MINERALS: Moody's Rates US$1BB Sr. Unsec. Notes B3 --------------------------------------------------------- Moody's Investors Service assigned a B3 rating to US$1.0 billion of new senior unsecured notes due 2023 and 2025 that Hudbay Minerals Inc. plans to issue. Proceeds will be used to fund the tender offer for the company's US$920 million of 9.5% unsecured notes due in 2020 as well as fees and general corporate purposes. The company's B2 Corporate Family Rating, B2-PD Probability of Default Rating and SGL-2 Speculative Grade Rating remain unchanged. The ratings outlook is stable. Assignments: Issuer: HudBay Minerals, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD5) RATINGS RATIONALE Hudbay's B2 corporate family rating reflects its modest scale, mine concentration and commodity price risk, offset by a proven ability to produce at its key new mine, now-reasonable leverage and modest product diversity. It has successfully operated its Constancia copper mine in Peru at full production since the end of 2015, and this mine will produce over half of the company's revenue in 2016/17. As a result, leverage has improved materially in 2016 (adjusted debt/EBITDA of 2.3x in September/16) and is expected to remain below 3x through 2017. The stable rating outlook on Hudbay reflects our expectation that the company will generate positive free cash flow and maintain leverage under 3x, on the back on continued solid production at its Constancia mine. Hudbay's liquidity is good (SGL-2). The company's liquidity sources include $118 million of cash at Sept. 30, 2016, and US$159 million of availability under its US$330 million Canadian credit facility secured by its Manitoba assets and a US$200 million Peru credit facility secured by the Peru assets, both maturing March 2019. In connection with the new notes offering, one of the Canadian lenders in Hudbay's revolving credit facility syndicate has agreed to increase their commitment from US$30 to US$50 million, conditional upon completion of the offering. Moody's expects Hudbay to be modestly free cash flow positive through 2016 and 2017 and maintain good headroom on its bank maintenance covenants. Hudbay has minimal current debt maturities. Most of its debt matures in 2019 (US$371 million of credit facility drawn) and 2020 (US$920 million). Following the completion of the tender offer, the 2020 maturities will be repaid and the maturities pushed out to 2023 and 2025. Hudbay's CFR could be upgraded if the company is able to reduce its mine concentration risk while maintaining adjusted debt/EBITDA below 3.0x (2.3x as of Q3/16) even as it moves forward with possible new development projects. HudBay's rating could be downgraded if: the company experiences operating challenges at Constancia leading to negative cash flow generation. the company's liquidity weakens, or; the company's sustained adjusted debt/EBITDA trends towards 4x. Headquartered in Toronto, Ontario, Canada, Hudbay Minerals Inc. is a mining company mainly focused on copper through its Constancia mine in Peru and its 777, Lalor and Reed (70%-owned) mines in Manitoba, Canada. The company also owns and operates ore concentrators and a zinc production facility in northern Manitoba and Saskatchewan. The principal methodology used in this rating was Global Mining Industry published in August 2014. HUDBAY MINERALS: S&P Assigns 'B' Rating on US$1BB Sr. Unsec. Notes ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'B' issue-level rating and '3' recovery rating to Toronto-based HudBay Minerals Inc.'s proposed US$1 billion senior unsecured note issuance. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery for lenders in the event of a payment default. The company intends to use the proceeds from this offering to redeem its US$920 million of senior notes outstanding due 2020. S&P expects the proposed senior unsecured notes will be composed of two tranches, including notes due 2023 and notes due 2025. The modest increase in gross debt does not materially impact S&P's estimate of the company's credit measures or view of the corporate credit rating. "Our 'B' long-term corporate credit rating and stable outlook on HudBay primarily reflect our view of the company's limited operating diversity, large debt load, and the high sensitivity of its credit metrics to base metals price volatility. The rating also incorporates Hudbay's favorable cash cost position, led by its flagship Constancia copper mine in Peru, and commodity production diversity provided by the company's Manitoba operations. S&P expects the company to generate an adjusted debt-to-EBITDA ratio in the mid-4x area and near breakeven free cash flows through 2017. In addition, S&P estimates the company's liquidity position to remain relatively stable over this period. S&P's estimates in 2017 are underpinned by an average copper price of US$2.20 per pound and average zinc price of US$1.00 per pound, with modestly lower copper output relative to 2016 levels. RECOVERY ANALYSIS -- S&P has updated its recovery analysis to reflect the proposed bond refinancing. -- S&P continues to value the company on a going-concern basis using a 5x multiple (which is consistent with that of peers) of S&P's projected emergence EBITDA, which approximates HudBay's estimated fixed charges in the simulated default year and represents a significant decline from S&P's estimate of the company's EBITDA in 2016. -- The '3' recovery rating on the proposed notes corresponds with meaningful (50%-70%; the upper half of the range) recovery and an issue-level rating that is the same as the 'B' long-term corporate credit rating. S&P assumes the company's corporate revolver is 85% drawn in the default year, net of estimated letters of credit. Concurrently with the closing of the transaction, the revolver size will increase to US$550 million from US$530 million. -- S&P assumes revolver and other senior-ranking claims (that is, equipment loans, subsidiary-level debt) are fully covered, with proposed unsecured noteholders having a claim on the remaining estimated value of the company (S&P do not include a claim related to Hudbay's precious metals stream agreements as S&P assumes they continue to be funded through the simulated restructuring). Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: US$230 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): US$1.1 billion -- Priority and secured first-lien debt: US$385 million -- Recovery expectations: Not applicable -- Total value available to unsecured claims: US$707 million -- Senior unsecured debt and pari passu claims: US$1.04 billion -- Recovery expectations: 50%-70% (upper half of the range) All debt amounts include six months of prepetition interest, and claims and debt amounts are rounded. RATINGS LIST HudBay Minerals Inc. Corporate credit rating B/Stable/-- Ratings Assigned US$1 billion senior unsecured Sr notes due Jan 1, 2023 B Recovery rating 3H Sr notes due Jan 1, 2025 B Recovery rating 3H I3 GROUP: To Pay Unsecureds With Income From Woodbridge Plot Dev't ------------------------------------------------------------------ The I3 Group, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a disclosure statement referring to the Debtor's plan of reorganization. Class 5 of the Plan contains allowed general unsecured claims against the estate which are not insider claims. The Plan proposes to pay Class 5 claims in full with income generated from development of the plot of land located at 981 Annapolis Way, in Woodbridge, Virginia, or proceeds from the Debtor's sale of the Property after repurchase from Delta Capital. Class 5 claims will be entitled to payment after all prior classes have been paid in full but will be paid ahead of claims contained in Class 6 of the Plan. This class of claims is impaired. Total Class 5 non-priority unsecured non-insider claims is $39,272.92 The source of funds to be distributed pursuant to the Plan will be Debtor's sale of the real property located at 981 Annapolis Way, Woodbridge, VA 22191 to Delta Capital for $600,000. The Debtor will retain the right to develop the Property for a period of three years after the sale and will have the right to repurchase the Property for $1.2 million at any time within this three year period. Should the Debtor find another buyer for the Property within this three year period, Delta Capital will execute any documents necessary to sell the Property, provided it will allow the Debtor to pay the contract repurchase price of $1.2 million to Delta Capital. The Debtor will have an option to extend the period in which it can develop and repurchase the Property for an additional year to four years by paying $50,000 to Delta Capital on or before the expiration of the three-year period from the date of sale. If the Debtor elects the option provided, the Debtor will have a second option to extend the period in which it can develop and repurchase the Property for an additional year to five years by paying $50,000 to Delta Capital on or before the expiration of the four-year period from the date of sale. The Debtor will have the exclusive right to sell the Property to another buyer within the three to five-year period. Any sale of the Property to Delta Capital will be subject to Delta Capital's obtaining financing and conducting due diligence with respect to the Property. The Disclosure Statement is available at: http://bankrupt.com/misc/vaeb16-12824-47.pdf About I3 Group The I3 Group, LLC, is a limited liability company that owns and intends to develop of plot of land located at 981 Annapolis Way, Woodbridge, Virginia 22191 in Prince William County, Virginia. The Property is approximately 7.4 acres and is zoned as B-1 commercial. The I3 Group was established in 2001 as a service disabled veteran owned small business Real-Estate Investment Group, founded by Richard Allen Ochsner, a Ret. USAF Sgt. and Service Disabled Veteran, along with other owners and officers of Ichiban, Inc. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 16-12824) on Aug. 16, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jonathan B. Vivona, Esq. IMAGEWARE SYSTEMS: Incurs $2.74 Million Net Loss in Third Quarter ----------------------------------------------------------------- Imageware Systems, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $2.74 million on $848,000 of revenue for the three months ended Sept.30, 2016, compared to a net loss available to common shareholders of $2.16 million on $1.18 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 available to common shareholders of $7.80 million on $2.88 million of revenue compared to a net loss available to common shareholders of $6.76 million on $3.86 million of revenue for the same period a year ago. As of Sept. 30, 2016, Imageware had $5.87 million in total assets, $6.05 million in total liabilities and a total shareholders' deficit of $186,000. "Historically, our principal sources of cash have included customer payments from the sale of our products, proceeds from the issuance of common and preferred stock and proceeds from the issuance of debt, including our Lines of Credit... Our principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. We expect that our principal uses of cash in the future will be for product development including customization of identity management products for enterprise and consumer applications, further development of intellectual property, development of Software-as-a-Service ("SaaS") capabilities for existing products as well as general working capital and capital expenditure requirements. We expect that, as our revenue grows, our sales and marketing and research and development expense will continue to grow, albeit at a slower rate and, as a result, we will need to generate significant net revenue to achieve and sustain income from operations," the Company stated in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/vZWNBq On Nov. 14, 2016, ImageWare hosted a conference call to discuss its financial results for the quarter ended Sept. 30, 2016. A copy of the transcript for this conference call is available for free at https://is.gd/PkOaDk About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems reported a net loss available to common shareholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $7.99 million on $4.15 million of revenues for the year ended Dec. 31, 2014. IMX ACQUISITION: Equity Committee Taps FTI as Financial Advisor --------------------------------------------------------------- The official committee of equity security holders of IMX Acquisition Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire a financial advisor. The committee proposes to hire FTI Consulting, Inc. to provide these services: (a) assistance in the preparation of analyses required to assess the proposed debtor-in-possession financing and potential alternatives; (b) assistance in the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results; (c) assistance in the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; (d) assistance in the review and monitoring of the asset sale process; (e) assistance in the review of any tax issues associated with, but not limited to, claims or stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; (f) assistance in the review of the claims reconciliation and estimation process; (g) assistance in the review of other financial information prepared by the Debtors; (h) assistance in the review and analysis of various issues arising out of the proceeding; (i) attendance at meetings; (j) assistance in the review or preparation of information and analysis necessary for the confirmation of a plan; (k) assistance in the evaluation and analysis of avoidance actions; and (l) assistance in the prosecution of the equity committee's responses or objections to the Debtors' motions. The firm will be compensated on a fixed monthly basis of $125,000 per month and a completion fee of greater of (i) $250,000 and (ii) 3% of the improvement in implied recoveries for the equity holders. FTI does not hold or represent any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Conor P. Tully FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY, 10036 Tel: +1 212-247-1010 Fax: +1 212-841-9350 Email: conor.tully@fticonsulting.com About IMX Acquisition IMX Acquisition Corp., also known as Ion Metrics Inc., and its affiliates, comprise a leading designer and manufacturer of systems and sensors that detect trace amounts of explosives and drugs. Their products, which include handheld and desktop detection devices, are used in a variety of security, safety, and defense industries, including aviation, transportation, and customs and border protection. The Debtors have sold more than 5,000 of their detection products to customers such as the United States Transportation Security Administration, the Canadian Air Transportation Security Authority, and major airports in the European Union. IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del. Case No. 16-12238) on Oct. 10, 2016. The case is assigned to Judge Brendan Linehan Shannon. The Debtor estimated assets and liabilities in the range of $100 million to $500 million. The Debtor tapped Paul V. Shalhoub, Esq. and Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie Farr & Gallagher, LLP as counsel. The petition was signed by William J. McGann, president. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016, appointed Harold Coe and four others to serve on the official committee of equity security holders in the Chapter 11 cases of IMX Acquisition. Proposed co-counsel to the Official Committee of Equity Security Holders are William R. Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware. Tannor Partners Credit Fund, LP., the New DIP Lender, is represented in the case by Andrew M. Felner, Esq., at Sheppard, Mullin, Richter & Hampton, LP. INFOMOTION SPORTS: Plan Outline Okayed, Plan Hearing on Dec. 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts will consider approval of the Chapter 11 plan of reorganization of InfoMotion Sports Technologies, Inc., at a hearing on December 19, at 11:00 a.m. The hearing will be held at the J.W. McCormack Post Office & Court House, Courtroom 1, 12th Floor, 5 Post Office Square, Boston, Massachusetts. The court on November 10 approved InfoMotion's disclosure statement, allowing the company to start soliciting votes from creditors. The order set a December 15 deadline for creditors to cast their votes and a December 16 deadline to file their objections. According to InfoMotion's latest disclosure statement filed on November 10, allowed administrative expenses and priority claims will be paid in full on confirmation of the plan. The company will then turn over all remaining funds to a liquidating trustee. The liquidating trustee will pursue any viable remaining claims under Chapter 5 of the Bankruptcy Code before distributing all remaining estate funds to holders of general unsecured claims. InfoMotion estimates that each general unsecured creditor will receive a pro rata distribution of about $20,000 or 1.2% of their claims. The company anticipates that the principal amount of allowed general unsecured claims will total approximately $1,658,274, according to the latest disclosure statement. A copy of the first amended disclosure statement is available for free at https://is.gd/pwyT4o About InfoMotion Sports InfoMotion Sports Technologies, Inc. -- http://www.infomotionsports.com/-- sought chapter 11 protection (Bankr. D. Mass. Case No. 16-10724) on March 1, 2016. The petition was signed by Michael Crowley, CEO. The Debtor is represented by Warren E. Agin, Esq., at Swiggart & Agin, LLC, in Boston. The case is assigned to Judge Joan N. Feeney. At the time of the filing, the Debtor estimated its assets and debt at less than $10 million. INOFIN INC: Holland & Knight Cleared from Malpractice Claim ----------------------------------------------------------- Matthew Guarnaccia, writing for Bankruptcy Law360, reported that Massachusetts District Judge Nathaniel M. Gorton said Holland & Knight LLP is not responsible for business decisions made by Inofin Inc. that caused the company to add to its debt before entering into bankruptcy, saying that the company ignored advice given by the firm that could have helped its situation. The judge granted summary judgment in favor of Holland & Knight in a case withdrawn from Inofin's Chapter 7 bankruptcy. In September 2013, the Chapter 7 Trustee commenced an adversary proceeding against the firm. The Trustee asserts a single count of legal malpractice arising under Massachusetts law. Specifically, he alleges that the firm failed to provide adequate advice to Inofin on how to comply with securities laws. The Chapter 7 bankruptcy case is In re Inofin, Inc., Case No. 10-11010 (D. Mass.). Mark G. DeGiacomo serves as Chapter 7 Trustee. Inofin was primarily engaged in the business of purchasing and servicing subprime used car loans. On Feb. 9, 2011, approximately 38 creditors holding claims in the stated amount of $12,927,518 filed an involuntary petition against Inofin under Chapter 7 of the Bankruptcy Code. The Court, on Feb. 16, 2011, entered an order for relief, and the Trustee became the permanent trustee on April 19, 2011. INT'L SHIPHOLDING: Gets Court Approval on Seacor Capital RSA ------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved International Shipholding's motion to enter into a restructuring support agreement (RSA) with Seacor Capital. As previously reported, "After concluding a comprehensive analysis of the alternatives available to the estates, the Debtors have determined that the way to best reach this goal is a two-pronged approach: The Debtors will (1) execute a sale process for one of their four business segments, the Specialty Business Segment, and (2) propose a plan of reorganization (the 'Plan'), with SEACOR as plan sponsor, to reorganize the remaining business segments. As a first step in this process, the Debtors are seeking authority to enter into the RSA, which serves as a blueprint for a Plan and contemporaneously herewith have filed a motion to establish procedures to sell the Specialty Business Segment. The RSA and its associated Term Sheet . . . both of which were heavily negotiated by the Debtors and their advisors contemplate that pursuant to the Plan and the transactions contemplated thereby, SEACOR will: contribute $10 million in cash to the reorganization process and contribute the DIP Claim (including that portion owned by DVB Bank SE ('DVB'), which shall be purchased by SEACOR or repaid by SEACOR) in exchange for 100% of the equity in the reorganized Debtors offer employment opportunities to the Debtors' union members on terms contained in CBAs modified to contain terms not less favorable than the terms proposed by the unions currently utilized by SEACOR for substantially similar jobs (with such terms not including any obligation to contribute to any defined benefit pension plans that would be new to SEACOR) arrange for a $25 million exit facility assume certain of the Debtors' pre-petition contracts." About International Shipholding International Shipholding Corporation filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated Debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors are represented by David H. Botter, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.1 million and total debt at $226.8 million as of March 31, 2016. William K. Harrington, the U.S. Trustee for the Southern District of New York, on Sept. 1, 2016, appointed three creditors to serve on the official committee of unsecured creditors of International Shipholding Corporation. The Committee hires Pachulski Stang Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as financial advisor. INTEGRATED BIOPHARMA: Director LaPlaca Won't Stand for Re-election ------------------------------------------------------------------ Joseph LaPlaca notified the Board of Directors of Integrated Biopharma Inc. that he does not wish to stand for re-election as a director at the Company's shareholders meeting to be held on Nov. 28, 2016. His decision is not the result of any disagreement with the Company, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About Integrated BioPharma Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) -- -- http://www.healthproductscorp.us/-- is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company's customers are located primarily in the United States. The Company was previously known as Integrated Health Technologies, Inc., and, prior to that, as Chem International, Inc. The Company was reincorporated in its current form in Delaware in 1995. The Company continues to do business as Chem International, Inc., with certain of its customers and certain vendors. Integrated Biopharma reported net income of $958,000 on $42.21 million of net sales for the year ended June 30, 2016, compared to net income of $735,000 on $37.48 million of net sales for the year ended June 30, 2015. As of Sept. 30, 2016, Integrated Biopharma had $14.64 million in total assets, $22.32 million in total liabilities and a total stockholders' deficiency of $7.67 million. INTERNATIONAL SEAWAYS: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned first-time Corporate Family and Probability of Default ratings to International Seaways, Inc. (INSW), formerly known as OSG International, Inc., of B3 and B3-PD, respectively, to coincide with its spin-off from Overseas Shipholding Group, Inc. (OSG). The spin-off is expected to be completed on Nov. 30, 2016. Concurrently, Moody's downgraded the company's senior secured first-lien revolving facility to Ba3 from Ba2 (LGD1) and the senior first-lien term loan to B3 from B1 (LGD3). This resolves the review for downgrade for these debt instruments, which were part of the review for downgrade for OSG that was initiated on Oct. 24, 2016. Moody's also assigned a Speculative Grade Liquidity rating of SGL-2. The ratings outlook is stable. RATINGS RATIONALE The B3 rating reflects the highly cyclical nature of demand and volatility in the company's international petroleum transportation markets, and Moody's expectation of downward pressure on earnings and cash flow as significant incremental tanker capacity is scheduled to enter the market over the next year, weighing on freight rates and asset values. The rating also reflects post-spinoff transition risks, including INSW's lacking history of operating as an independent publicly traded company, as well as the company's smaller size and less diversified business profile, given the loss of cash flow from the traditionally more stable U.S. Jones Act business that supported its financial obligations. These factors are balanced against the company's modest leverage in the mid 2 times, pro-forma for the separation (all metrics inclusive of Moody's standard adjustments), and Moody's expectation that tanker demand will remain supportive over the next year, despite significant new vessel deliveries, and enable INSW to sustain credit metrics that support the B3 credit profile. The rating considers the company's position as a leading player in its crude and refined petroleum transportation markets as well as its longstanding senior management team and good liquidity profile. Additionally, the company's chartering-in of a portion of the fleet allows it to make fleet adjustments when market conditions warrant, providing a degree of flexibility for cost cutting. The ratings do not anticipate any new debt or dividend distributions at separation but incorporate the expectation that INSW will sustain a financial profile and policy that supports the B3 rating level. The SGL-2 rating reflects good liquidity post-separation, characterized by healthy cash balances, ample availability under the $50 million revolving credit facility due February 2019 (currently undrawn) and Moody's expectation of moderate free cash flow after cash outlays for drydocks and other capital expenditures. The revolver is subject to a minimum collateral fair market value covenant of $500 million, of which the vessels were valued at approximately $970 million as of Sept. 30, 2016. Term loan amortization requirements of approximately $6 million annually are manageable over the next year. The stable ratings outlook balances softening freight rate conditions against Moody's view that demand fundamentals will remain supportive over the next year, helping INSW to meet its financial obligations. The stable outlook incorporates Moody's expectation for increased leverage due to market conditions in 2017 but anticipates that INSW will maintain financial policies and a capital structure that support the B3 CFR. The downgrade of the instrument ratings on the senior revolving credit facility and the senior bank term loan to Ba3 and B3, respectively, was caused by the change in the capital structure from that prior to the spin-off. The ratings could be downgraded if the company's capital structure or financial policy results in lower-than-expected credit metrics, including FFO + Interest to Interest approaching the mid-low 2.0 times range on a sustained basis. A material decline in revenues and/or a deterioration in the cash flow or liquidity profile, or shareholder-friendly actions that compromise debt-holder interests could also pressure the ratings. Upward ratings momentum could occur if OSG deploys its cash in a manner that would limit potential increases in debt, such as for fleet investments rather than shareholder returns. Improving market conditions that drive sustained growth in revenues and earnings with a financial profile that results in sustained FFO + Interest to Interest above 3.0 times and a capital structure and liquidity profile that is supportive of higher ratings, could lead to an upgrade. Reductions in leverage via debt repayments will be important to sustaining stronger credit metrics. Downgrades: Issuer: International Seaways, Inc. Senior Secured 1st lien Term Loan, Downgraded to B3 from B1 (LGD3) Senior Secured First Lien Revolving Credit Facility, Downgraded to Ba3 from Ba2 (LGD1) Assignments: Issuer: International Seaways, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Outlook Actions: Issuer: International Seaways, Inc. Outlook is stable The principal methodology used in these ratings was Global Shipping Industry published in February 2014. International Seaways, Inc., a Marshall Islands corporation, is a leading provider of ocean-based transportation of crude oil and refined petroleum in the international market. It operates its business under two segments: international crude tankers and international product carriers. The company has a fleet of 55 vessels of varying classes and ownership interests in 4 LNG carriers and 2 FSO vessels through joint partnerships. Total revenues were approximately $440 million as of the last twelve months ended Sept. 30, 2016. KEMET CORP: Bryant Riley Reports 5.28% Equity Stake as of Nov. 9 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bryant R. Riley disclosed that as of Nov. 17, 2016, he beneficially owns 2,445,794 shares of common stock of Kemet Corp which represents 5.28 percent based upon 46,282,645 shares of Common Stock as reported in the Company's Prospectus filed with the SEC on Nov. 2, 2016. As of the close of business on Nov. 17, 2016, BRC Partners Opportunity Fund, L.P., directly owned approximately 4.73% of the outstanding shares of Common Stock. By virtue of their relationships described above in Item 4(a), each of BPOF and Mr. Riley may be deemed to beneficially own approximately 4.73% of the outstanding shares of Common Stock, which are directly owned by BPOF. As of the close of business on Oct. 30, 2015, B. Riley Capital Management, LLC, directly owned approximately 4.73% of the outstanding shares of Common Stock. By virtue of their relationships described above in Item 4(a), Mr. Riley may be deemed to beneficially own approximately 0.00% of the outstanding shares of Common Stock, which are directly owned by the SMA Accounts and approximately 4.73% of the outstanding shares of Common Stock, which are directly owned by BPOF. As of the close of business on Nov. 17, 2016, B. Riley & Co., LLC directly owned approximately 0.03% of the outstanding shares of Common Stock. By virtue of his relationship described above in Item 4(a), Mr. Riley may be deemed to beneficially own approximately 0.03% of the outstanding shares of Common Stock, which are directly owned by BRC. As of the close of business on Nov. 17, 2016, Robert Antin Children Trust directly owned approximately 0.27% of the outstanding shares of Common Stock. By virtue of his relationship described above in Item 4(a), Mr. Riley may be deemed to beneficially own approximately 0.27% of the outstanding shares of Common Stock, which are directly owned by Robert Antin Children Trust. A full-text copy of the regulatory filing is available at: https://is.gd/phyEfd About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET reported a net loss of $53.6 million on $735 million of net sales for the fiscal year ended March 31, 2016, compared with a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. As of June 30, 2016, Kemet had $671 million in total assets, $583 million in total liabilities and $88.4 million of stockholders' equity. * * * KEMET carries a 'Caa1' corporate family rating, with stable outlook, from Moody's and a 'B-' issuer credit rating with stable outlook from Standard and Poor's. KIRK'S FRAMING: Hires Haeberle as Accountant -------------------------------------------- Kirk's Framing, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ William G. Haeberle, P.A. as accountant to the Debtor. Kirk's Framing requires Haeberle to prepare the Debtor's monthly operating reports required by the Office of the U.S. Trustee and to provide income tax preparation services. Haeberle will be paid as follows: -- monthly operating reports $120 per month -- income tax preparation services $150 per hour Haeberle will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. Haeberle, member of William G. Haeberle, CPA, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Haeberle can be reached at: William G. Haeberle WILLIAM G. HAEBERLE, CPA, PLLC 4446-1A Hendricks Avenue, Suite 245 Jacksonville, FL 32207 About Kirk's Framing Inc. Kirk's Framing Inc. filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 3:16-bk-03390-JAF) on September 6, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Thomas C. Adam, Esq. The Debtor is a Florida corporation based in Orange Park, Florida. The Debtor is in the business of design and construction of wood framing of residential real properties in Clay, Duval, St. Johns and Nassau counties. The Debtor's services include floor joist, roof, steps, and zipwall installations. No official committee of unsecured creditors has been appointed in the case. KIWA BIO-TECH: Posts $93,600 Net Income for Third Quarter --------------------------------------------------------- Kiwa Bio-Tech Products Group Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $93,601 on $1.26 million of revenue for the three months ended Sept. 30, 2016, compared to a net loss of $159,225 on $0 of revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported net income of $331,707 on $1.97 million of revenue compared to a net loss of $480,051 on $0 of revenue for the same period a year ago. As of Sept. 30, 2016, Kiwa Bio-Tech had $4.74 million in total assets, $9.76 million in total liabilities and a total stockholders' deficiency of $5.02 million. "Since inception of our ag-biotech business in 2002, we have relied on the proceeds from the sale of our equity securities and loans from both unrelated and related parties to provide the resources necessary to fund our operations and the execution of our business plan," the Company said in the report. During the nine months ended Sept. 30, 2016, the advances from related parties, net of repayment by the Company to related parties, was $51,500. As of Sept. 30, 2016, the Company's current liabilities exceeded current assets by $3,442,227, representing a current ratio of 0.572. Comparably, as of Dec. 31, 2015, the Company's current liabilities exceeded current assets by $9,330,130, denoting a current ratio of 0.005. As of Sept. 30, 2016, and Dec. 31, 2015, the Company had cash of $545 and $721, respectively. During the nine months ended Sept. 30, 2016, the Company's operations used cash of $737,758 as compared with $77,853 used in the same period of 2015. Cash was mainly used for working capital for public company operation. During the nine months ended Sept. 30, 2016, and 2015, the Company used $79,604 and nil cash for investing activities. A full-text copy of the Form 10-Q is available for free at: https://is.gd/tgnoMy About Kiwa Bio-Tech Kiwa Bio-Tech Products Group Corporation develops, manufactures, distributes and markets bio-technological products for agriculture. The Company has acquired technologies to produce and market bio-fertilizer. The Company has developed over six bio-fertilizer products with bacillus spp and/or photosynthetic bacteria as its ingredients. The Company's products contain ingredients of both photosynthesis and bacillus bacteria which are protected by patents. The Company reported a net loss of $677,358 in 2015 following a net loss of $707,556 in 2014. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's current liabilities substantially exceeded its current assets by $9,330,130 at Dec. 31, 2015. The Company had no sales during the years ended Dec. 31, 2015, and 2014, had an accumulated deficit of $20,324,812 and stockholders' deficiency of $11,100,454 as of Dec. 31, 2015. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. L & R FAMILY: Can Use HSBC Cash Collateral on Final Basis --------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida authorized L & R Family, Inc. to use HSBC Bank USA, NA's cash collateral on a final basis. The Debtor was authorized to use cash collateral to pay for: (1) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (2) the current and necessary expenses provided in the approved Budget; and (3) such additional amounts as may be expressly approved in writing by HSBC. The Debtor's authorization to use cash collateral will continue until further order from the Court. HSBC was granted a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien. The Debtor was ordered to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with HSBC. A full-text copy of the Final Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/L&RFamily2016_816bk08015mgw_51.pdf About L & R Family, Inc. L & R Family, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08015) on Sept. 16, 2016. The petition was signed by Rasik Patel, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor employed Buddy D. Ford, Esq., Jonathan A. Semach, Esq., and J. Ryan Yant, Esq., at Buddy D. Ford P.A. as legal counsel, and Jubilee Accounting Solutions, LLC, as accountants. The Office of the U.S. Trustee on Oct. 17, 2016, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of L & R Family Inc. LEE BROTHERS: Hires Sheehan Law as Counsel ------------------------------------------ Lee Brothers, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Sheehan Law Firm, PLLC as counsel to the Debtor. Lee Brothers requires Sheehan Law to: a. consult with any Trustee or any Committee concerning the administration of the case; b. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of the plan; c. formulate a plan; and d. prepare any pleadings, motions, answers, notices, orders and reports that are required for the proper function of the Debtor. Sheehan Law will be paid at these hourly rates: Patrick A. Sheehan $300 Paralegals $100 Sheehan Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick A. Sheehan, member of Sheehan Law Firm, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sheehan Law can be reached at: Patrick A. Sheehan, Esq. SHEEHAN LAW FIRM, PLLC 492 Porter Avenue Ocean Springs, MS 39564 Tel: (228) 875-0572 Fax: (228) 875-0895 About Lee Brothers Lee Brothers, LLC, based in Biloxi, MS, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 16-51836) on October 21, 2016. The Hon. Katharine M. Samson presides over the case. Patrick A. Sheehan, at Sheehan Law Firm, PLLC, to serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Anthony Lee, manager. LEVEL 1 INC: Hires Fisher Rushmer as Attorney --------------------------------------------- Level 1, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Fisher Rushmer, P.A. as attorneys to the Debtor. Level 1, Inc. requires Fisher Rushmer to: a. advise and counsel the debtor-in-possession concerning the operation of its business in compliance with Chapter 11 and orders of this Court; b. defend and prosecute causes of action on behalf of the debtor-in-possession; c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, reports, and other legal papers in the Chapter 11 case; d. assist in the formulation of a plan of reorganization and preparation of a disclosure statement; and e. provide all services of a legal nature in the field of bankruptcy law. Fisher Rushmer was paid $11,859.50 for legal services and costs provided prior to the petition date. Fisher Rushmer will be paid a retainer in the amount of $3,140.50. Fisher Rushmer will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. McFarlin, member of Fisher Rushmer, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fisher Rushmer can be reached at: David R. McFarlin, Esq. FISHER RUSHMER, P.A. 390 N. Orange Avenue, Suite 2200 Orlando, FL 32801 Tel: (407) 843-2111 Fax: (407) 422-1080 E-mail: dmcfarlin@fisherlawfirm.com About Level 1, Inc. Level 1, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07454) on November 15, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David R. McFarlin, Esq., at Fisher Rushmer, P.A. LEVEL 8 APPAREL: Wants to Use Capstone, IRS Cash Collateral ----------------------------------------------------------- Level 8 Apparel, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York for authorization to use cash collateral, as well as for an extension of time to complete its schedules and statement of financial affairs through Dec. 14, 2016. The Debtor also seeks the Court's retroactive approval of its postpetition payments of prepetition priority wage claims. The Debtor tells the Court that on Nov. 15, 2016, it caused the payment of the priority wage claims of its employees, totaling $64,416. The Debtor tells the Court that due to its urgent need to secure the use of cash collateral, and the concerted efforts required to arrive at a stipulated order for use of cash collateral with Capstone Capital Group and the IRS, and to likewise secure no objection from the Office of the United States Trustee, compounded by the impending Thanksgiving holiday, the Debtor requires additional time to complete its schedules and statement of financial affairs. The Debtor is indebted to: (1) Capstone Capital Group LLC in the amount of $2,650,000, which is secured by all the Debtor's assets. (2) The Internal Revenue Service, in the disputed amount of $408,000. The IRS had recently restrained the Debtor's bank account which at the time, had the sum of $58,592 on deposit. (3) Weihai Textile Group Import & Export Co., Ltd., in the amount of $1,345,764, plus $606,013 in prejudgment interest, pursuant to a decision granting judgment in favor of Weihai Textile Group on its cause of action for breach of contract against the Debtor. The Debtor contends that it will suffer immediate and irreparable harm if it is not authorized to use cash collateral to fund the expenses set forth in the Budget. The Debtor further contends that absent such authorization, it will not be able to continue to operate its business and protect and preserve property of the estate, including fulfilling purchase orders for 2017 that are expecting to total no less than $20 million and collecting payment therefor. The Debtor proposes to use the cash collateral to cover critical and essential post-petition operating expenses, which include payroll, withholding and related taxes, health insurance costs, rent and utilities, and critical vendors who supervise and manage the production of the Debtor’s outerwear garments. The Debtor's proposed Budget covers the months of November 2016 through February 2017 The Budget provides for total disbursements in the amount of $98,711 for November 2016, $179,809 for December 2016, $181,197 for January 2017, and $178,625 for February 2017. The Debtor proposes to grant Capstone Capital Group and the IRS with a replacement lien on the Debtor's commissions and receivables and the Debtor's projected positive cash flow. The Debtor further proposes to grant the IRS with monthly adequate protection payments in the range of $5,833 to $7,434, on a preliminary basis. A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/Level8Apparel2016_1613164jlg_10.pdf A full-text copy of the Debtor's proposed Budget, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/Level8Apparel2016_1613164jlg_10_5.pdf About Level 8 Apparel Level 8 Apparel LLC is an outerwear design, import/manufacturing company that produces, among other things, men's and women's outerwear garments. It holds licenses to produce and sell Elie Tahari men's outerwear, Tahari men's outerwear, and On Five men's and women's apparel and outerwear. It also has a private label division, which produces apparel for large vertical retailers such as Costco, Express, Urban Outfitters, Lane Bryant, and others. Its principal place of business is located at 250 West 39th Street, Suite 502, New York, NY. Level 8 Apparel LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13164) on Nov. 14, 2016. The petition was signed by Frank Spadaro, president. The case is assigned to Judge James L. Garrity Jr. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor is represented by Steven Soulios, Esq., Ruta Soulios Stratis LLP. No trustee or examiner or statutory committee has been appointed in the Chapter 11 case. LIBERTY MEDIA: Egan-Jones Withdraws BB+ Sr. Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 11, 2016, withdrew the BB+ senior unsecured ratings on debt issued by Liberty Media Corp. Liberty Media Corporation (Liberty) owns interests in subsidiaries and other companies, which are engaged in the media and entertainment industries. Through its subsidiaries and affiliates, the Company principally operates in North America. Its principal businesses and assets include its consolidated subsidiaries Sirius XM Holdings Inc. (SIRIUS XM) and the Braves Holdings, LLC (Braves Holdings), and its equity affiliate Live Nation Entertainment, Inc. (Live Nation). LIGHTSTONE GENERATION: Moody's Rates $1.825BB Facilities Ba3 ------------------------------------------------------------ Moody's Investors Service has assigned a Ba3 rating to Lightstone Generation LLC's (Lightstone or Borrower or Project) $1,825 million senior secured credit facilities, made up of a $1,575 million term loan B due in 2023, a $150 million term loan C for cash collateralized letters of credit due in 2023, and a $100 million revolving credit facility due in 2021. The rating outlook is stable. Proceeds from the financing, along with approximately $723 million in cash equity being contributed by Blackstone and ArcLight (Sponsors), will be utilized to fund the acquisition of four power generation assets from American Electric Power Company, Inc. (AEP; Baa1 stable). The largest plant is Gavin, a 2,691MW supercritical pulverized coal-fired generating station located in Ohio. The other three plants are natural gas-fired: the 1,224MW Lawrenceburg combined-cycle facility in Indiana; the 882MW Waterford combined-cycle facility in Ohio; and the 480MW Darby peaking plant also in Ohio. RATINGS RATIONALE The Ba3 rating for Lightstone reflects the capacity revenue visibility that exists across Lightstone's generating portfolio over the next three and a half years, which provides a degree of cash flow certainty to near-term financial performance. The rating also considers the competitive position of this diversified portfolio of assets consisting of a large coal-fired generating asset and a fleet of natural gas-fired assets, the stable operating performance of the plants, and our belief that the maintenance history on these plants is quite strong given the involvement from AEP. In addition, the rating reflects Lightstone's relatively conservative capital structure, which includes a significant equity contribution from the Sponsors. However, the rating also considers the Project's exposure to cash flow volatility as a largely merchant generation portfolio, as well as the corporate-like flexibility with regard to the ability to incur incremental leverage and the lack of a meaningful financial covenant. The Gavin coal-fired plant is one of the largest such plants in the PJM Interconnection (PJM). Although the plant is over 40 years old, it has been well maintained by AEP and many of the key components have been entirely replaced or refurbished over the years. With heat rates in the range of 9,900 mmbtu / kWh, the facility is among the most efficient in the region. The plant also benefits from its proximity to multiple nearby coal basins for low cost fuel supply as well as its location on the banks of the Ohio River, which allows for economical barge transport. The combination of relatively low heat rates and low delivered fuel cost provides the plant with a competitive advantage as its variable production costs have historically tended to be in the $25 to $28/MWh range. As a result, the plant has demonstrated relatively high capacity factors, averaging about 70% for the past 5 years, even during a period of low natural gas prices. The rating also recognizes the portfolio benefits of owning well-placed, competitive natural gas plants. The portfolio provides scale across three natural gas-fired plants that are combined with a fully-scrubbed, environmentally compliant coal-fired generating facility. The benefits of this diverse mix should result in a naturally hedged portfolio and more stable earnings under a variety of gas price environments, which makes Lightstone a stronger credit than other coal only assets. AEP has invested steadily in pollution control equipment designed to assure compliance with increasingly stringent environmental regulations. AEP's past investments at Gavin include installation of control technologies for NOx, SO2, mercury and particulate matter. The natural gas plants are also compliant with all current environmental regulations. In addition, the new Sponsors are expected to make ongoing investment in the fleet. For example, as a result of recent EPA regulations for Coal Combustion Residuals (CCR) and Emission Limitation Guidelines (ELG), the new owners are planning to make additional capital expenditures at Gavin to comply with those regulations. ELG prohibits the discharge of water containing ash into rivers and other water supplies. CCR involves the lining of ash disposal sites with clay to prevent the ash from seeping into the water table. Although the plant is exposed to greenhouse gas regulations such as the US Environmental Protection Agency's proposed Clean Power Plan, the efficiency of the plant and the anticipated debt reduction during the seven-year term loan period helps to mitigate this exposure. With respect to the natural gas plants, we understand that the Sponsors plan to make capital improvements at those plants as well. For example, Lawrenceburg has budgeted an Advance Gas Path (AGP) upgrade between 2018 and 2020, which is expected to result in increased 72MW of output and a decreased heat rate during the projection period. Notwithstanding the above outlined qualitative strengths across the portfolio and the revenue visibility captured from the PJM capacity market, the Ba3 rating recognizes that a significant portion of Lightstone's gross margins and related cash flow will come from the sale of energy at market prices. Although some revenue stability is provided by the PJM capacity market, which allows generators to sell capacity three years forward, more than 50% of Lightstone's gross margin is expected to come from the sale of un-contracted energy. Such energy margin cash flow is key for Lightstone's anticipated debt repayment. Lightstone's projected financial metrics, such as its ratio of funds from operations to debt (FFO/debt), its debt service coverage ratio (DSCR), and the amount of debt that will be repaid via an annual sweep of excess cash flows are highly dependent on market conditions for the sale of energy and capacity and the purchase of fuel for the Project. The assumed operating profile of the plants, including their expenses for operations and maintenance as well as their capacity factors and heat rates, are also key determinants of Lightstone's future cash flow. Expected Financial Performance The Sponsor's base case projections for energy, capacity, and fuel prices, as well as their assumptions for capacity factors, have been developed based on a fundamental analysis of PJM performed by ICF International. The resulting forecast assumes a modest increase in energy prices starting in 2017, (primarily as a result of planned generation retirements along with increasing gas prices). The Sponsors also assume that the 100% implementation of Capacity Performance (CP) in PJM beginning in May 2017 (previously 80%) will result in higher capacity prices and revenues going forward. Based on these assumptions, Lightstone's three-year average projected FFO/debt is 16.6%, and its three-year average debt service coverage ratio is 2.9 times; these metrics would score in the mid-Ba range under our rating methodology for Power Generation Projects (the Methodology). In this scenario, 68% of the term loan is repaid from excess cash flow prior to its 2023 maturity date. By comparison, the Moody's base case assumes little or no growth in energy margins or capacity revenue and relies more heavily on recent historical performance. Moody's notes that year-over-year capacity auction prices have been volatile, with the most recent auction covering the 2019/2020 capacity year clearing at $100/MW-day, which was much lower than other recent results and what certain market participants had expected it to be. For the Moody's case, Moody's has assumed a forward capacity price that equates to the four-year average price. Moody's has also assumed no growth in the energy margins at the plants as well as higher operating costs across the board. Based on these more conservative assumptions, Moody's projects Lightstone's three-year average FFO/debt ratio to be 10.5%, and its DSCR to be around 2.2 times. These metrics are consistent with scores in the B range of the Methodology. Based on our forecast, we anticipate approximately 46% of the initial term loan balance would be repaid by its 2023 maturity. Structural Considerations The lenders will benefit from traditional project financing features including a pledge of the assets and the Sponsor's ownership interests in the plants, a trustee administered cash flow waterfall of accounts, and a six-month debt service reserve that will be initially funded with cash, but which could be provided in the form of a letter of credit. There will be also be a $52 million voluntary excess liquidity reserve funded at closing and additional liquidity from a $100 million revolving credit facility. The terms and conditions of the proposed transaction structure do not contemplate a financial covenant on the term loan, which is a credit weakness. There is a minimum DSCR financial covenant of 1.1 times that applies to the revolving credit facility, but only when it is drawn by 35%, excluding $15 million used for the issuance of LCs, which effectively makes the covenant apply after 50% of the revolver has been utilized. In addition, the Project has corporate-like flexibility with regard to the incurrence of additional indebtedness, another credit weakness. Lightstone may incur pari passu debt up to 4.25 times Net Debt to EBITDA calculated on a rolling four quarters basis. That said, the issuance of such incremental debt is subject to each rating agency's affirmation of its then existing rating after consideration of the proposed debt issuance. Debt will be repaid quarterly via a 1% scheduled amortization schedule. There will also be a mandatory annual cash sweep with step down provisions depending on performance. If the Net Debt to EBITDA ratio exceeds 4.0 times, the sweep is 100% of excess cash flow. The cash sweep steps down to 75% when the ratio is equal to or less than 4.0 times; and it steps down further to 50% when the ratio is equal to or less than 3.5 times. In the Moody's base case, the ratio of Net Debt to EBITDA drops below 3.5 times in 2018; so for all intents and purposes, the sweep is expected to be 50% of excess cash flow over the life of the transaction. Rating Outlook The rating outlook for Lightstone is stable reflecting the Project's competitive advantages, its position within the PJM market and a capital structure that positions the company reasonably well to withstand the volatility associated with operating as an entirely merchant generator. The outlook also assumes the plants will continue to be operated in a way that is consistent with past operating performance. Factors that Could Lead to an Upgrade Given the potential merchant cash flow volatility, the rating is not likely to be adjusted upward; if however, Lightstone is able to consistently generate excess cash flow that is in excess of our base case expectations, for example if its FFO/debt ratio were to be above 20% on a sustainable basis, there could be upward pressure on the rating. Factors that Could Lead to a Downgrade Negative rating pressure could develop if the Lightstone plants were to experience prolonged operational issues or significantly increased expenses or if market conditions were to weaken such that the Project's cash flow generating ability became materially impacted leading to deteriorating credit metrics. For example, the rating could come under pressure should the ratio of FFO/debt remained below 10% for an extended period. The ratings are predicated upon final documentation in accordance with Moody's current understanding of the transaction and final debt sizing, projected cash flow and credit metrics that are consistent with our current expectations. The principal methodology used in these ratings was Power Generation Projects published in December 2012. LINN ENERGY: Posts $198-Mil. Net Loss for Sept. 30 Quarter ---------------------------------------------------------- LINN Energy, LLC, reported a net loss of $198,365,000 for the three months ended Sept. 30, 2016, from a net loss of $1,569,317,000 for the same period in 2015. For the nine months ended Sept. 30, 2016, the Company posted a net loss of $1,337,619,000 compared a net loss of $2,287,604,000 for the same period a year ago. Revenues for the quarter total $385,665,000, compared to $998,304,000 for a year-ago period. Revenues for the nine months ended Sept. 30, 2016, total $955,827,000, compared to $2,236,679,000 for the same period last year. As of Sept. 30, 2016, the Company had total assets of $7,402,948,000 against total current liabilities of $3,239,926,000; Liabilities subject to compromise of $5,173,059,000 and unitholders' deficit of $1,582,359,000. A copy of the Company's earnings report on Form 10-Q is available at https://is.gd/KxtYEG Bank RSA Prior to the Petition Date, on May 10, 2016, the Debtors entered into a restructuring support agreement with certain holders collectively holding or controlling at least 66.67% by aggregate outstanding principal amounts under (i) the Company's Sixth Amended and Restated Credit Agreement and (ii) Berry's Second Amended and Restated Credit Agreement. The Bank RSA sets forth, subject to certain conditions, the commitment of the Consenting Bank Creditors to support a comprehensive restructuring of the Debtors' long-term debt. The restructuring transactions contemplated by the Bank RSA will be effectuated through one or more plans of reorganization filed in the Chapter 11 proceedings. The Bank RSA provides that the Consenting Bank Creditors will support the use of the LINN Debtors' and Berry's cash collateral under specified terms and conditions, including adequate protection terms. The Bank RSA obligates the Debtors and the Consenting Bank Creditors to, among other things, support and not interfere with consummation of the restructuring transactions contemplated by the Bank RSA and, as to the Consenting Bank Creditors, vote their claims in favor of the Plan. The Bank RSA may be terminated upon the occurrence of certain events, including the failure to meet specified milestones relating to, among other requirements, the filing, confirmation and consummation of the Plan, and in the event of certain breaches by the parties under the Bank RSA. The Bank RSA is subject to termination if the effective date of the Plan has not occurred within 250 days of the Petition Date. There can be no assurance that the restructuring transactions contemplated by the Bank RSA will be consummated. LINN RSA On October 7, 2016, the LINN Debtors entered into a restructuring support agreement with (i) certain holders of the Company's 12.00% senior secured second lien notes due December 2020 and (ii) certain holders of the Company's unsecured notes. On October 21, 2016, the LINN Debtors entered into the First Amended and Restated Restructuring Support Agreement with (i) certain Consenting Second Lien Noteholders, (ii) certain Consenting Unsecured Noteholders and (iii) certain lenders under the LINN Credit Facility. The LINN RSA amends and restates the Original LINN RSA and replaces the Bank RSA with respect to the terms of the restructuring of the LINN Debtors. The Bank RSA remains in full force and effect with respect to the restructuring of Berry and Linn Acquisition Company, LLC. A copy of the Amended LINN RSA is available at https://is.gd/aiykK0 The LINN RSA sets forth, subject to certain conditions, the commitment of the LINN Debtors and the Consenting LINN Creditors to support a comprehensive restructuring of the LINN Debtors' long-term debt. The LINN RSA obligates the LINN Debtors and the Consenting LINN Creditors to, among other things, support and not interfere with consummation of the Restructuring and, as to the Consenting LINN Creditors, vote their claims in favor of the Plan. The LINN RSA may be terminated upon the occurrence of certain events, including the failure to meet specified milestones relating to the filing, confirmation and consummation of the Plan, and in the event of certain breaches by the parties under the LINN RSA. The LINN RSA is subject to termination if the effective date of the Plan has not occurred by March 1, 2017. The Company cautioned that there can be no assurance that the Restructuring will be consummated. On October 21, 2016, the Debtors filed a proposed Plan with the Bankruptcy Court. Backstop Commitment Agreement On October 25, 2016, the Company entered into a backstop commitment agreement with the parties thereto, pursuant to which the Backstop Parties, which are also Consenting Noteholders under the Amended and Restated RSA, have agreed to backstop a $530 million new money investment in the LINN Debtors pursuant to rights offerings to be conducted in accordance with the Plan. The U.S. Bankruptcy Court has approved LINN Energy's motion to enter into the backstop agreement and pay related fees and expenses. A copy of the deal is available at https://is.gd/tiZxNj In accordance with the Plan, the Backstop Commitment Agreement and the Rights Offerings procedures filed in the Chapter 11 Cases, the LINN Debtors will offer eligible creditors, including the Backstop Parties, the right to purchase new common stock or limited liability company interests in the reorganized Company upon emergence from the Chapter 11 Cases for an aggregate purchase price of $530 million. The Rights Offerings will consist of the following offerings: -- Holders of Unsecured Notes as of the record date set therefor shall be granted rights entitling each such holder to subscribe to the Rights Offering in an amount up to its pro rata share of New Common Stock, which Unsecured Rights Offerings Shares, collectively, will reflect an aggregate purchase price of $319,004,408 at the per share price set forth in the Backstop Commitment Agreement. -- Holders of Second Lien Notes as of the record date set therefor shall be granted rights entitling each such holder to subscribe to the Rights Offering in an amount up to its pro rata share of New Common Stock, which Secured Rights Offering Shares, collectively, will reflect an aggregate purchase price of $210,995,592 at the per share price set forth in the Backstop Commitment Agreement. Under the Backstop Commitment Agreement, certain Backstop Parties have agreed to purchase their pro rata share of the Unsecured Rights Offering Shares and the Secured Rights Offering Shares, as applicable, that are not duly subscribed to pursuant to the Unsecured Rights Offering or the Secured Rights Offering, as applicable, at the discounted per share price set forth in the Backstop Commitment Agreement by parties other than Backstop Parties. The LINN Debtors agreed to pay the Backstop Parties on the Plan effective date a commitment premium equal to 4.0% of the $530 million committed amount, of which 3.0% will be paid in cash and 1.0% will be paid in the form of New Common Stock at the discounted per share price set forth in the Backstop Commitment Agreement. The Backstop Commitment Premium shall be fully earned and nonrefundable as of the date of the Court order approving the LINN Debtors' entry into the Backstop Commitment Agreement. All amounts payable to the Backstop Parties in their capacities as such for the Backstop Commitment Premium shall be paid pro rata based on the amount of their respective Backstop Commitments on the Effective Date (as compared to the aggregate Backstop Commitment of all Backstop Parties). The rights to purchase New Common Stock in the Rights Offerings, any shares issued upon exercise thereof, and all shares issued to the Backstop Parties in respect of their Backstop Commitments pursuant to the Backstop Commitment Premium, will be issued in reliance upon the exemption from the registration requirements of the securities laws pursuant to Section 1145 of the Bankruptcy Code. All shares issued to the Backstop Parties pursuant to the Backstop Commitment Agreement in respect of their Backstop Commitment will be issued in reliance upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof and/or Regulation D thereunder. As a condition to the closing of the transactions contemplated by the Backstop Commitment Agreement, the Company will enter into a registration rights agreement with certain Backstop Parties entitling such Backstop Parties to request that the Company register their securities for sale under the Securities Act at various times. The Backstop Parties' commitments to backstop the Rights Offerings, and the other transactions contemplated by the Backstop Commitment Agreement, are conditioned upon the satisfaction of all conditions to the effectiveness of the Plan and other applicable conditions precedent set forth in the Backstop Commitment Agreement. The issuances of New Common Stock pursuant to the Rights Offerings and the Backstop Commitment Agreement are conditioned upon, among other things, confirmation of the Plan by the Court, and the Plan's effectiveness upon the Company's emergence from its Chapter 11 Cases. The Backstop Commitment Parties are represented in the case by: Mark Mandel, Esq. Paul Denaro, Esq. Brian Kelly, Esq. Michael Price, Esq. Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York 10005-1413 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: mmandel@milbank.com pdenaro@milbank.com bkelly@milbank.com mprice@milbank.com - and - John Rapisardi, Esq. David Johnson, Jr., Esq. O'Melveny & Myers LLP 7 Times Square New York, New York 10036 Tel: (212) 326-2000 Fax: (212) 326-2061 E-mail: jrapisardi@omm.com djohnson@omm.com Magnitude of Potential Claims On July 11, 2016, the Debtors filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of the Debtors, subject to the assumptions filed in connection therewith. The schedules and statements may be subject to further amendment or modification after filing. Holders of prepetition claims are required to file proofs of claims by the applicable deadline for filing certain proofs of claims in the Debtors' Chapter 11 cases, which was September 16, 2016, for general claims and November 7, 2016, for governmental claims. Differences between amounts scheduled by the Debtors and claims by creditors will be investigated and resolved in connection with the claims resolution process. About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. Each of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler, Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. Judge David R. Jones presides over the cases. The Office of the U.S. Trustee has appointed five creditors of Linn Energy LLC to serve on the official committee of unsecured creditors. The Committee tapped Mark I. Bane, Esq., and Keith H. Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as investment banker. It also retained as Texas Oil & Gas Counsel, John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan, Esq., at Gardere Wynne Sewell LLP. LIQUIDMETAL TECHNOLOGIES: Inks Separation Agreement with CEO ------------------------------------------------------------ Liquidmetal Technologies, Inc., and Thomas Steipp, the Company's president and chief executive officer, entered into a separation and mutual release agreement pursuant to which Mr. Steipp resigned as an officer, director, and employee of the Company. The Separation Agreement provides for the payment of severance compensation to Mr. Steipp in the form of a lump sum of $300,000 (subject to tax withholdings) and reimbursement for COBRA healthcare coverage for a period of 12 months. In addition, it provides for the accelerated vesting of 3,990,400 of the 9,939,451 unvested stock options held by Mr. Steipp as of the separation date and the extension of the exercise period of his options until the second anniversary of the date of the Separation Agreement. This results in a total of 10,777,949 stock options being exercisable by Mr. Steipp as of the separation date. Under the Separation Agreement, Mr. Steipp agreed to be available to provide assistance to the Company by telephone with no additional consideration through Feb. 28, 2017. In connection with the Separation Agreement, Mr. Steipp and the Company granted each other mutual general releases subject to customary exceptions. Mr. Steipp's resignation as a director was not the result of any disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company's operations, policies, or practices. The Company said it will name a replacement chief executive officer and President at a future date. About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $7.31 million on $125,000 of total revenue for the year ended Dec. 31, 2015, compared to a net loss and comprehensive loss of $6.55 million on $603,000 of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Liquidmetal had $8.79 million in total assets, $5.48 million in total liabilities and $3.30 million in total shareholders' equity. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, stating that the Company has suffered recurring losses from operations, has negative cash flows from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. LOWELL & SONS: Hires Samuels Yoelin as Counsel ---------------------------------------------- Lowell & Sons, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Oregon to employ Samuels Yoelin Kantor, LLP as special eviction counsel to the Debtor. Lowell & Sons requires Samuels Yoelin to assist the Debtor in all eviction matters involved in the Bankruptcy case, including: a. initiate an eviction hearing in the state court; b. prosecute and complete the eviction proceeding; and c. oversee the removal of the non-compliant tenant from the Hood River property. Samuels Yoelin will be paid at the hourly rate of $350. Samuels Yoelin will be subject to a fee cap of $6,000. Samuels Yoelin will also be reimbursed for reasonable out-of-pocket expenses incurred. Steve W. Seymour, member of Samuels Yoelin Kantor, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Samuels Yoelin can be reached at: Steve W. Seymour, Esq. SAMUELS YOELIN KANTOR, LLP 111 S.W. 5th Avenue, Suite 3800 Portland, OR 97204 Tel: (503) 226-2966 About Lowell & Sons, LLC Lowell & Sons, LLC, filed a Chapter 11 petition (Bankr. D. Ore. Case No. 16-33707) on Sept. 27, 2016. The petition was signed by Lorena N. Lowell, manager. The case is assigned to Judge Trish M. Brown. The Debtor disclosed $2.52 million in total assets and $2.60 million in total liabilities. The Debtor is represented by Theodore J. Piteo, Esq., at Michael D. O'Brien & Associates, P.C. LUSIGNAN SECURITY: Court Calls Cash Collateral Motion Moot ---------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts denied Lusignan Security Agency Inc.'s Cash Collateral Motion for being moot as the Debtor's Chapter 11 case had already been dismissed. A full-text copy of the Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/LusignanSecurity2016_1640065_142.pdf About Lusignan Security Agency Inc. Lusignan Security Agency Inc. filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-40065) on Jan. 21, 2016. The petition is signed by William F. Lusignan, president. The Debtor is represented by James P. Ehrhard, Esq., at Ehrhard & Associates, P.C. The Debtor estimated assets and liabilities at $0 to $50,000 at the time of the filing. LUVU BRANDS: Incurs $177,000 Net Loss in Sept. 30 Quarter --------------------------------------------------------- Luvu Brands, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $177,000 on $4.10 million of net sales for the three months ended Sept. 30, 2016, compared to a net loss of $222,000 on $3.71 million of net sales for the three months ended Sept. 30, 2015. As of Sept. 30, 2016, Luvu Brands had $3.65 million in total assets, $6.35 million in total liabilities and a total stockholders' deficit of $2.69 million. As of Sept. 30, 2016, the Company has an accumulated deficit of approximately $9,386,000 and a working capital deficit of approximately $2,672,000. This, the Company said, raises substantial doubt about its ability to continue as a going concern. "In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon our ability to meet our financing requirements, and the success of our future operations. Management believes that actions presently being taken to revise our operating and financial requirements provide the opportunity for the Company to continue as a going concern. "These actions include an ongoing initiative to increase sales, gross profits and our gross profit margin. To that end, we continued to make improvements to our e-commerce sites during 2016. At the end of fiscal 2015 we ordered new equipment to increase our fabric cutting capacity; this equipment was delivered and installed during the first quarter of fiscal 2016. At the end of fiscal 2016, we evaluated various options for increasing the throughput of our compressed foam products and during the first quarter of fiscal 2017, we purchased new equipment for installation during the second quarter of fiscal 2017. These actions should yield higher sales at a lower cost of goods sold. We also plan to continue to manage discretionary expense levels to be better aligned with current and expected revenue levels. We estimate that the operational and strategic growth plans we have identified will require approximately $200,000 of funding, of which we estimate will be provided by debt financing and, to a lesser extent, cash flow from operations as well as cash on hand," the Company stated in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/UrXbfk About Luvu Brands Luvu Brands, Inc., formerly known as Liberator, Inc., is a U.S.-based manufacturer that has built several brands in the wellness, lifestyle and casual furniture and seating categories. Its brands are headquartered in Atlanta in a 140,000 square foot manufacturing facility. Luvu Brands reported a net loss of $312,000 on $16.8 million of net sales for the year ended June 30, 2016, compared to a net loss of $474,000 on $15.6 million of net sales for the year ended June 30, 2015. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has a net loss of $312,000, a working capital deficiency of $2.4 million, and an accumulated deficit of $9.2 million. These factors raise substantial doubt about the Company's ability to continue as a going concern. LYNN ARTHUR NICHOLS: Unsecureds To Get $21,078.48 in 5 Yrs ---------------------------------------------------------- Lynn Arthur Nichols and Katherine Ida Nichols filed with the U.S. Bankruptcy Court for the Middle District of Tennessee an original disclosure statement describing the Debtors' original Chapter 11 plan. Class 4-A General Unsecured Claims -- totaling $21,078.48 -- are impaired under the Plan. The holders of Class 4-A claims will get $351.31 per month, starting on the 10th day of the month following the effective date, until 60 months after the effective date. A total of $21,078.48 will be paid to Class 4-A holders. Monthly payments will be made on a pro rata basis based on the value of each unsecured claim. The Plan will be funded by the income of Mr. Nichols' music producing and recording business, Mrs. Nichols' continued employment with Morning Star Financial Services, and by contributions from Mr. Nichols' mother, who has pledged to make up any potential deficiencies on a monthly basis. Mr. Nichols' mother has pledged to provide up to $100,000 towards the completion of the proposed Chapter 11 Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/tnmb16-00344-74.pdf The Plan was filed by the Debtor's counsel: Steven L. Lefkovitz, Esq. STEVEN L. LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail slefkovitz@lefkovitz.com Lynn Arthur Nichols is a self-employed music producer and songwriter. He, along with his partner, Oscar Fumagali, owns and operates a recording studio in Franklin, Tennessee. Mr. Nichols is also pursuing contract work within the television and movie industries to provide songwriting services for shows and movies. Katherine Ida Nichols is employed as a personal assistant by Morning Star Financial Services. Lynn Arthur Nichols and Katherine Ida Nichols filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-00344) on Jan. 19, 2016. MARINA BIOTECH: Mihir Munsif Reports 5.9% Stake as of Nov. 15 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Mihir Munsif disclosed that as of Nov. 15, 2016, he beneficially owns 5,255,354 shares of common stock of Marina Biotech, Inc., which represents 5.9 percent based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the merger of a wholly-owned subsidiary of the Company into IthenaPharma Inc. on Nov. 15, 2016. A full-text copy of the regulatory filing is available for free at: https://is.gd/pzSdji About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $6.47 million on $500,000 of license and other revenue for the year ended Dec. 31, 2014, compared to a net loss of $1.57 million on $2.11 million of license and other revenue in 2013. As of June 30, 2016, Marina Biotech had $7.14 million in total assets, $6.07 million in total liabilities and $1.07 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARINA BIOTECH: Posts $769,000 Net Income for Third Quarter ----------------------------------------------------------- Marina Biotech, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income applicable to common stockholders of $769,000 on $80,000 of license and other revenues for the three months ended Sept. 30, 2016, compared to a net loss applicable to common stockholders of $38,000 on $50,000 of license and other revenues for the same period during the prior year. For the nine months ended Sept. 30, 2016, the Company reported net income applicable to common stockholders of $2.08 million on $480,000 of license and other revenues compared to net income applicable to common stockholders of $386,000 on $300,000 of license and other revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Marina Biotech had $6.88 million in total assets, $5.47 million in total liabilities and $1.40 million in total stockholders' equity. "The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2016, we had an accumulated deficit of approximately $334.1 million, $108.3 million of which has been accumulated since we focused on RNA therapeutics in June 2008. To the extent that sufficient funding is available, we will continue to incur operating losses as we execute our plan to raise additional funds and investigate strategic and business development initiatives. In addition, we have had and will continue to have negative cash flows from operations. We have funded our losses primarily through the sale of common and preferred stock and warrants, the sale of the Notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2015 and 2016, we funded operations with a combination of the issuance of the Notes, preferred stock and license-related revenues. At September 30, 2016, we had negative working capital of $2.8 million and $0.1 million in cash. Our limited operating activities consume the majority of our cash resources. "We believe that our current cash resources, including the proceeds from the Notes received in June 2016 as noted above, and the $0.54 million line of credit associated with the Merger Agreement, will enable us to fund our intended operations through March 2017. Our ability to execute our operating plan beyond March 2017 depends on our ability to obtain additional funding. The volatility in our stock price, as well as market conditions in general, could make it difficult for us to raise capital on favorable terms, or at all. If we fail to obtain additional capital when required, we may have to modify, delay or abandon some or all of our planned activities, or terminate our operations. There can be no assurance that we will be successful in any such endeavors. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/wxuxR2 About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported net income applicable to common stockholders of $2.64 million for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $12.47 million for the year ended Dec. 31, 2014. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARINA BIOTECH: Pyng Soon Holds 5.9% Equity Stake as of Nov. 15 --------------------------------------------------------------- Pyng Soon disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Nov. 15, 2016, he beneficially owns 5,255,354 shares of common stock of Marina Biotech, Inc., which represents 5.9 percent based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the merger of a wholly-owned subsidiary of the Company into IthenaPharma Inc. on Nov. 15, 2016. A full-text copy of the regulatory filing is available for free at https://is.gd/E17jBf About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $6.47 million on $500,000 of license and other revenue for the year ended Dec. 31, 2014, compared to a net loss of $1.57 million on $2.11 million of license and other revenue in 2013. As of June 30,2 016, Marina Biotech had $7.14 million in total assets, $6.07 million in total liabilities and $1.07 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARINA BIOTECH: Vuong Trieu Reports 44% Stake as of Nov. 15 ----------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Vuong Trieu disclosed beneficial ownership of 39,473,553 shares of common stock (44% equity stake), Autotelic LLC reported beneficial ownership of 23,123,558 (25.8% equity stake), Autotelic Inc. disclosed beneficial ownership of 5,255,354 common shares (5.9% equity stake) of Marina Biotech, Inc. The percentage was calculated based on 89,771,379 shares of common stock outstanding after giving effect to the consummation of the merger of a wholly-owned subsidiary of the Company into IthenaPharma Inc. on Nov. 15, 2016. Vuong Trieu is the founder, chief executive officer and chairman of the Board of Directors of IthenaPharma Inc. Ithena became a wholly-owned subsidiary of the Company on Nov. 15, 2016, as a result of the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of Nov. 15, 2016, by and between the Company, Ithena Acquisition Corporation (a wholly-owned subsidiary of the Issuer that was merged into Ithena), Ithena, and Vuong Trieu as the representative of the stockholders of Ithena). In connection with the closing of the Merger, Dr. Trieu became the chairman of the Board of Directors of the Issuer. Dr. Trieu, an expert in pharmaceutical development and commercialization, also serves as chairman of the Board for the Autotelic consortium of companies, including Oncotelic, Stocosil, Lipomedics and Autotelic Inc., and as the chief executive officer of Autotelic LLC. The Reporting Persons acquired their interest in the securities in connection with the consummation of the Merger pursuant to the Merger Agreement. On Nov. 15, 2016, the Company consummated the Merger pursuant to the terms and conditions of the Merger Agreement. In connection with the Merger, the Reporting Persons received an aggregate of 39,473,553 shares of Common Stock based on the Reporting Persons' ownership of common stock of Ithena at the time of the Merger. A full-text copy of the regulatory filing is available at: https://is.gd/4CMJk2 About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $6.47 million on $500,000 of license and other revenue for the year ended Dec. 31, 2014, compared to a net loss of $1.57 million on $2.11 million of license and other revenue in 2013. As of June 30,2 016, Marina Biotech had $7.14 million in total assets, $6.07 million in total liabilities and $1.07 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MCNEILL GROUP: Unsecureds To Get $5,267 Per Month For Five Years ---------------------------------------------------------------- McNeill Group, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a motion for an order approving the Debtor's disclosure statement related to the Debtor's plan of reorganization. Class 3 Unsecured Claims is impaired under the Plan. The Debtor proposes to pay the holders of allowed General Unsecured Claims in fall, a total amount of $316,005.69, by distributing $5,267 on a pro rata basis, monthly, for 60 months commencing on the Effective Date. The treatment and consideration to be received by holders of Class 3 allowed claims will be in full settlement, satisfaction, release and discharge of their respective claims and liens. It is estimated that Unsecured Creditors will receive approximately 100% of their claims in monthly payments for 60 months distributed on a pro ram basis commencing on the Effective Date. The Plan will be funded through the Debtor's ongoing operations. The Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-14943-149.pdf About McNeill Group McNeill Group, Inc., and McNeill Properties V, LLC, filed Chapter 11 petitions (Bankr. E.D. Pa. Lead Case No. 16-14943) on July 12, 2016. The petitions were signed by Edward J. McNeill, Jr., president. The Debtors are represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. The cases are assigned to Judge Jean FitzSimon (16-14943) and Judge Ashely M. Chan (16-14944). The Debtors each estimated assets and liabilities of $10 million to $50 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. MICRO FOCUS: Moody's Puts B1 CFR on Review for Downgrade -------------------------------------------------------- Moody's Investors Service has placed on review for downgrade the B1 corporate family rating, the B1-PD probability of default rating (PDR) for Micro Focus International plc (Micro Focus) as well as the B1 senior secured facilities issued by MA FinanceCo., LLC. "The review was triggered by Micro Focus' announcement of its merger proposal with the Software Business Segment of Hewlett Packard Enterprise (HPE Software) which is much larger in size than Micro Focus, says Falk Frey, Senior Vice President and lead analyst at Moody's for Micro Focus. The transaction with a value of $8.8 billion will result in an estimated Moody's adjusted leverage of close to 4.0x", Mr Frey added. The review will mainly but not exclusively focus on a more detailed analysis of the financial impact of the merger and the resulting credit metrics, implementation costs, possible synergies and its time horizon as well as the ability and timeline of de-leveraging. Moody's expects to close the review within the next three months and anticipates that a possible downgrade will be limited to one notch. Should our more detailed analysis of the implications of the merger confirm our current estimates on the resulting credit metrics and financials the review might also result an affirmation of the current rating. RATINGS RATIONALE Liquidity Micro Focus has secured a total of $5.5 billion of debt financing related to the transaction including a revolving credit facility of $500 million. These commitments are deemed to be sufficient to finance the $2.5 billion cash payment to HPE Software, a $400 million cash distribution to current Micro Focus' shareholders, fees and royalties as well as the refinancing of Micro Focus outstanding debt of around $2.1 billion. What Could Change the Rating -- Down/Up The ratings could be downgraded in case of (1) a prolonged decline in revenue, EBITDA or cash flow, particularly if there has not been a material reduction in debt and leverage i.e., debt/EBITDA not declining to 3.0x (3.6x per October 2015) or below in the next two years; (2) inability to generate free cash flows (as Moody's-adjusted) of around $200 million p.a. from financial year 2016 (ending 30 April 2016) onwards, as well as a material deterioration in the company's liquidity profile. The ratings could be upgraded in case of a successful integration of the recent acquisitions thereby being able to at least stabilise current revenue declines from the existing product portfolio and applying free cash flows generated to materially reduce debt, in line with publicly stated target of net debt to Facility EBITDA leverage of 2.5x within 2 years of closing. On a pro-forma basis, following the Serena acquisition this measure is 2.6x. The principal methodology used in these ratings was Software Industry published in December 2015. Headquartered in Newbury, UK, Micro Focus is a leading software company specializing in software solutions that allow companies to develop, test, deploy, assess and modernize business critical applications. The company generated sales of approximately $1.2 billion in business year ending 30 April 2016 and reported an adjusted EBITDA of $546 million. MICROCHIP TECHNOLOGY: Egan-Jones Cuts Sr. Unsec. Ratings to BB- --------------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 11, 2016, downgraded the senior unsecured ratings on debt issued by Microchip Technology Inc. to BB- from BB. Microchip Technology is an American manufacturer of microcontroller, memory and analog semiconductors. MINERVA YAGER: Plan Confirmation Hearing Set for Jan. 10 -------------------------------------------------------- Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona approved the disclosure statement explaining Minerva Yager's second amended plan of reorganization dated Nov. 7, 2016, and scheduled the hearing to consider the confirmation of the Plan for January 10, 2017, at 1:30 p.m. The last day for filing written acceptances or rejections of the Plan is fixed at five business days prior to the Plan confirmation hearing date. The last day for filing and serving written objections to confirmation of the Plan is fixed at five business days prior to the Plan confirmation hearing date. The written report by proponent is to be filed three business days prior to the hearing date set for the confirmation of the Plan. If the Debtor is an individual, the Plan confirmation hearing date is the last date to file a complaint objecting to the discharge of the Debtor pursuant to Sections 1141 and 727 of the Bankruptcy Code. Under the Second Amended Plan, Class 9 - Unsecured Deficiency Claims and Unsecured Claims -- estimated at $94,034.09, which does not include any deficiency amounts for secured creditors -- is impaired. All allowed and approved claims under this class will be paid the sum of $450 on a quarterly basis, pro rata, from Debtors' disposable income, to be paid on the last day of each quarter, starting with the quarter ending after the Effective Date and anticipated to be Dec. 31, 2016, and continuing each quarter for five years. Any liens held by the Class 9 creditors will be null and void and removed as of the Effective Date. The Debtors will provide for payment of all timely filed and allowed claims over 60 months. The Debtors will make payments in the sum of $450 per quarter to the Class 9 unsecured creditors, which will be disbursed as set forth in the Plan. The source of the funds will come from the Debtor's earned post-petition income. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb15-05845-116.pdf As reported by the Troubled Company Reporter on June 30, 2016, the Debtor filed with the Bankruptcy Court in Arizona her First Amended Disclosure Statement and First Amended Plan of Reorganization, dated June 9, 2016. Under that Plan, all allowed and approved unsecured claims in Class 10 will be paid the sum of $450 on a quarterly basis, pro rata, from the Debtors' disposable income, to be paid on the last day of each quarter, beginning with the quarter ending after the Effective Date and anticipated to be Sept. 30, 2016, and continuing each quarter thereinafter for five years. About Minerva Yager Minerva Yager was born and raised in a small mining town in Cananea, Sonora, Mexico. She attended bilingual elementary, middle, and high school with preparatory training and started working right after graduation. Mrs. Yager met her now deceased husband Marc Yager in 1991. Mr. Yager had a furniture shop in Tucson by the name of Morewood & Yager, Inc. When NAFTA started, Mr. Yager saw a great opportunity with the trade across the border program and opened a furniture manufacturing shop in Mexico to supply furniture to his store Morewood & Yager in Tucson. Mrs. Yager was a homemaker and Mr. Yager ran a furniture business during their marriage. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 15-05845) on May 12, 2015. She is represented by Eric Slocum Sparks, Esq., at the Law Offices of Eric Slocum Sparks, P.C. MISSION NEWENERGY: All Resolutions Passed at Annual Meeting ----------------------------------------------------------- Mission NewEnergy Limited disclosed that at the annual general meeting held Nov. 22, 2016, all the resolutions put to the members were passed on a show of hands. At the meeting, the shareholders: (a) adopted the remuneration report, (b) re-elected Guy Burnett as director, (c) re-elected Mr. Mohd Azlan bin Mohammed as director, and (d) approved the 10% placement facility. Chief Executive Officer's Address to the 2016 Annual General Meeting: "On behalf of my fellow directors of the company, I bid you a warm welcome to the 2016 Annual General Meeting of Mission NewEnergy Limited. "The Annual report which was available to all shareholders a month ago has most of the facts & figures of the year under review. My team and I would be delighted to answer any queries that you may have on the contents of the report at the end of this address. I would like to use this opportunity to update you on the status of the company's operations and some of the initiatives that we will be seeking to implement in the forthcoming months. During the year we achieved an amicable out of court settlement of the long-standing disagreement with the EPCC contractor of our 250,000 tpa refinery. Mission currently has no debt and a 20% equity stake in a refinery in South East Asia. We have looked at multiple opportunities to inject into the group over the past twelve months. However given the limited cash resources and stringent ASX listing rules around reverse take-overs, it has not been easy to find a suitable target company to acquire and create value for shareholders. Your Board continues to look for new opportunities that are achievable within cash constraints although new fund raising may be required in due course to grow the business. In closing, once again my heartfelt thanks to colleagues on the Board for their invaluable guidance and my sincere appreciation to Mission’s dedicated employees who continue to contribute their best during these times. To all our investors, my gratitude for your support over these challenging times." About Mission NewEnergy Mission NewEnergy Limited is an Australia-based renewable energy company. The Company operates a biodiesel plant in Malaysia. The Company's segments include Biodiesel Refining and Corporate. The Company owns an interest in a biodiesel refinery in Malaysia, which has a nameplate capacity of approximately 250,000 tons per year. The Company's subsidiaries include Mission Biofuels Sdn Bhd and M2 Capital Sdn Bhd. Mission reported a net loss of $2.33 million on $41,960 of total revenue for the fiscal year ended June 30, 2016, compared with net income $28.36 million on $7.27 million of total revenue for the fiscal year ended June 30, 2015. BDO Audit (WA) Pty. Ltd. issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended June 30, 2016, stating that the consolidated entity has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. At June 30, 2016, the Company had total assets of $6.17 million, total liabilities of $1.40 million, all current, and $4.76 million in total stockholders' equity. MOMENTIVE PERFORMANCE: Posts $16M Net Loss for Sept. 30 Quarter --------------------------------------------------------------- Momentive Performance Materials Inc., which emerged from Chapter 11 bankruptcy in October 2014, reported a net loss of $16 million for the three months ended Sept. 30, 2016. For the same period last year, the Company posted a net loss of $31 million. For the three quarters ended Sept. 30, 2016, Momentive Performance posted a net loss of $43 million, slightly down from a net loss of $45 million for the nine months ended Sept. 30, 2015. Momentive Performance posted Net sales of $567 million for the most recent quarter, compared to $559 million in net sales during the same period a year ago. For the nine months ended Sept. 30, 2016, it posted net sales of $1.6 billion, compared to net sales of $1.7 billion during the same period in 2015. Its indirect parent company, MPM Holdings, Inc., posted a net loss of $17 million for the quarter. In a press statement, MPM Holdings, Momentive Performance's indirect parent company following bankruptcy emergence, disclosed that at September 30, 2016, MPM had net debt, which is total debt less cash and cash equivalents, of approximately $1.0 billion. In addition, at September 30, 2016, Momentive had approximately $410 million in liquidity, including $201 million of unrestricted cash and cash equivalents and $209 million of availability under its senior secured asset-based revolving loan facility. Momentive expects to have adequate liquidity to fund its operations for the foreseeable future from cash on its balance sheet, cash flows provided by operating activities and amounts available for borrowings under its ABL Facility. Momentive said it has developed a global restructuring program that is expected to generate $35 million in annual savings. Through September 30, 2016, Momentive achieved $19 million of savings under this program and expects to deliver approximately $27 million of savings in fiscal year 2016. Momentive expects to fully implement its global restructuring program in the first half of 2017 and has accrued approximately $13 million of related expenses, of which approximately $10 million have been incurred to date. A copy of the earnings report on Form 10-Q is available at https://is.gd/ubFm2w About Momentive Performance Momentive is a producer of silicones and silicone derivatives. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC served as notice and claims agent. The Official Committee of Unsecured Creditors tapped Klee, Tuchin, Bogdanoff & Stern LLP as its counsel; FTI Consulting, Inc., as its financial advisor; and Rust Consulting Omni Bankruptcy serves as its information agent. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance, and The Bank of New York Mellon Trust Company, National Association, was represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of Dec. 4, 2006, among Momentive Performance, the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- was represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of Oct. 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance and guaranteed by certain of the debtors -- was represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds were Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders were Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The Court entered an order confirming the Plan on Sept. 11, 2014. The Debtors' Chapter 11 plan of reorganization became effective as of Oct. 24, 2014. MPM Holdings Inc. trades under the symbol OTCQX: MPMQ. * * * Momentive continues to carry Moody's Investors Service's "Caa1" and S&P's "B" corporate ratings. In late January 2016, Moody's downgraded Momentive Performance's corporate family rating (CFR) to Caa1 from B3. NAUGHTON PLUMBING: Seeks Court Approval for Cash Collateral Use --------------------------------------------------------------- Naughton Plumbing Sales Co., Inc., asks the U.S. Bankruptcy Court for the District of Arizona for authorization to use the cash collateral of Alliance Bank of Arizona and Orgill, Inc. The Debtor relates that Alliance Bank and Orgill have a security interest in certain of the Debtor's personal and real property. Alliance Bank contended that funds generated in the normal course of operating the Debtor's business is cash collateral. The Debtor contends that it has not had sufficient time to determine the validity and extent of Alliance Bank's lien and Orgill's lien, and that Alliance Bank and Orill have yet had an opportunity to satisfy their burden of proving the existence and extent of their interest in the property they claim as cash collateral. The Debtor proposes to use revenue from the business and prepetition cash deposited in a debtor-in-possession account to pay for operating expenses. The Debtor says that it needs immediate authority to use cash collateral to fund its day-to-day operations and ultimately achieve a successful reorganization. The Debtor further says that without the ability to use cash collateral, it will be forced to terminate its employees and close its business. The Debtor's proposed Budget covers the months of October 2016 through September 2017. The Budget provides for total selling, general and administrative expenses in the amount of $3,050,002. The Debtor tells the Court that Alliance Bank and Orgill are adequately protected by the Debtor's proposed use of cash collateral to maintain the operation of its business by paying for maintenance, insurance, taxes and other operating expenses. The Debtor further tells the Court that it is in the best position to operate its business and by allowing it to use cash collateral to continue and to increase its business, Alliance Bank and Orgill are more likely to recover on their claims. The Debtor asserts that the use of cash collateral will not decrease the value of the creditor's interest in the property, but will reduce the possibility that the business and property will decrease in value. A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/NaughtonPlumbing2016_416bk13201shg_22.pdf A full-text copy of the Debtor's proposed Budget, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/NaughtonPlumbing2016_416bk13201shg_22_1.pdf The Debtor's attorneys: SMITH & SMITH LAW OFFICES, PLLC Gerald K. Smith, Esq. John C Smith, Esq. Grant L. Cartwright, Esq. Cody D. Vandewerker, Esq. 6720 E Camino Principal, Suite 203 Tucson, AZ 85715 Tel: 520-722-1605 Fax: 520-722-9096 E-mail: gerald@smithandsmithpllc.com john@smithandsmithpllc.com grant@smithandsmithpllc.com cody@smithandsmithpllc.com About Naughton Plumbing Sales Naughton Plumbing Sales Co., Inc., an Arizona corporation, sells plumbing, heating, and cooling supplies. Naughton Plumbing filed a chapter 11 petition (D. Ariz. Case No. 16-13201) on Nov. 17, 2016. The petition was signed by Frank W. Naughton, president. The case is assigned to Judge Scott H. Gan. The Debtor estimated assets and debt at $1 billion to $10 billion at the time of the filing. The Debtor is represented by attorneys at Smith & Smith Law Offices, PLLC. No request has been made for the appointment of a trustee or an examiner and none has been appointed in the case. No official committee of unsecured creditors has been appointed in the case. NETSUITE INC: Egan-Jones Withdrew B+ Sr. Unsec. Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 11, 2016, withdrew the B+ senior unsecured ratings on debt issued by NetSuite Inc. NetSuite Inc. is an American software company based in San Mateo, California, that sells an eponymous group of software services used to manage a business's operations and customer relations. NEW JERSEY HEADWEAR: Hires Bederson as Financial Advisor -------------------------------------------------------- New Jersey Headwear Corp., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Bederson, LLP as financial advisor to the Debtor. New Jersey Headwear requires Bederson to: a. serve as the Debtor's financial advisor during the above- captioned bankruptcy case; b. assist the Debtor in the preparation, monitoring and periodic refinement of cash flow forecasts that measure actual to forecasted performance; c. assist the Debtor in communicating with its Secured and Unsecured Creditors; d. assist the Debtor in interfacing with pre-petition senior lenders, and other constituents, including any Committee of Unsecured Creditors that may be formed and its counsel and financial advisor, if any; e. assist the Debtor in preparing the Statement of Financial Affairs, Schedules, Monthly Operating Reports, and other documentation and reports required in conjunction with the Debtor's bankruptcy filing, and provide testimony if so requested; f. assist the Debtor with daily cash management activities, including maximizing and forecasting collections and availability, and assist the Debtor with prioritizing disbursements within the Debtor's availability constraints and subject to its cash flow capability; g. assist in accounting customer trust funds to be used in manufacturing their respective pre-petition and any post- petition deposits against specific purchase orders to the Debtor; h. assist the Debtor in connection with the negotiations and structuring of a Section 363(b) and (f) sale of substantially all of its assets as a going concern; and i. render any other restructuring advisory services, as requested by the Debtor or counsel, including negotiations required by 11 USC Sections 1113-1114. Bederson will be paid at these hourly rates: Partners $380-$515 Managers $320 Supervisors $260 Senior Accountants $250 Semi Senior Accountants $210-$220 Staff Associates $175 Para Professionals $160 Bederson will be paid a retainer in the amount of $15,000. Bederson will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward Bond, member of Bederson, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bederson can be reached at: Edward Bond, Esq. BEDERSON, LLP 347 Mt. Pleasant Avenue, Suite 200 West Orange, NJ 07052 Tel: (973) 736-3333 About New Jersey Headwear New Jersey Headwear Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-31777) on November 14, 2016. The petition was signed by Mitchell Cahn, president. The case is assigned to Judge Stacey L. Meisel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. NEWGIOCO GROUP: Insufficient Cash Flow Raises Going Concern Doubt ----------------------------------------------------------------- Newgioco Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net income of $36,115 on $2.61 million of revenue for the three months ended September 30, 2016, compared to a net loss of $467,125 on $1.12 million of revenue for the same period in 2015. For the nine months ended September 30, 2016, the Company recorded a net loss of $621,159 on $5.88 million of revenue, compared to a net loss of $1.19 million on $3.33 million of revenue for the same period last year. The Company's balance sheet at September 30, 2016, showed total assets of $7.15 million, total liabilities of $3.77 million, and a stockholders' equity of $3.37 million. The Company had a working capital deficit of $601,847 as of September 30, 2016, and reported operating losses for the past two years. There are no assurances that management will be successful in achieving sufficient cash flows to fund the Company's working capital needs, or whether the Company will be able to refinance or renegotiate its obligations when they become due or raise additional capital through future debt or equity. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management plans to mitigate its losses in future years by significantly reducing its operating expenses, seeking out new business opportunities and attempting to raise debt or equity financing. However, there is no assurance that the Company will be able to obtain additional financing, reduce its operating expenses or be successful in maintaining a viable business. A full-text copy of the Company's Form 10-Q is available at: https://is.gd/yrTRDJ Newgioco Group, Inc., is now a vertically integrated company offering a complete suite of gaming services including a variety of online and offline lottery and casino gaming, as well as sports betting through a retail distribution of leisure betting locations situated throughout Italy, in addition to operating a proprietary Betting Operating System ("BOS"). NEWPARK RESOURCES: Egan-Jones Cuts Sr. Unsec. Ratings to CCC+ ------------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 14, 2016, downgraded the senior unsecured ratings on debt issued by Newpark Resources Inc. to CCC+ from B-. Newpark Resources, Inc. provides environmental services to the oil and gas exploration and production industry, primarily in the Gulf Coast market. NORANDA ALUMINUM: Court Approves Global Settlement -------------------------------------------------- Bankruptcy Judge Barry S. Schermer for the Eastern District of Missouri entered an order approving a Global Settlement Stipulation among: (a) Noranda Aluminum, Inc., and its Debtor affiliates, (b) Cortland Capital Market Services LLC, not individually but solely in its separate capacities as the Pre-petition Term Agent and Term DIP Agent, (c) the Ad Hoc Group of Prepetition Term Lenders, (d) Delaware Trust Company, as successor Indenture Trustee, (e) the statutory committee of unsecured creditors, and (f) the Pension Benefit Guaranty Corporation. The Stipulation provides for, among other things: creditor recoveries from the proceeds of, among other things, the sale of the Downstream Business and proceeds to be received from the sale of the Upstream Business; a waiver by the Committee of any right to challenge any of the claims or liens of the Term Secured Parties; implementation of certain claims reconciliation procedures; payment of certain administrative expenses; and the exchange of releases among the Parties. The Key Terms of the Stipulation are: (a) Acknowledgement of Liens The Committee will irrevocably waive any right to challenge the validity of the claims and liens of Cortland, and none of the Term Adequate Protection Claims or the Term Adequate Protection Liens shall be subject to avoidance or any other challenge by any party. (b) Allowance of Certain Claims The Pension Benefit Guaranty Corporation's administrative priority claim will be allowed in the amount of $6,700,000. The claims of Delaware Trust Company, as successor Indenture Trustee, for its Indenture Trustee Fee (as defined in the Stipulation) shall be allowed in the amount of $500,000. (c) Creditors' Trust Pursuant to the Creditors' Trust Agreement, the Creditors' Trust will be established for the benefit of certain of the Debtors' creditors. The Trustee for the Creditors' Trust will distribute the Creditor Settlement Amount, after establishing reserves in accordance with the Creditors' Trust Agreement, on account of certain claims against the Debtors (other than claims against Noranda Bauxite Ltd. -- including the Allowed PBGC Administrative Claim, the Indenture Trustee Fee, Section 503(b)(9) Claims, and certain general unsecured claims. The Trust may be reached at: Noranda Creditors Trust c/o META Advisors LLC, as Trustee 101 Park Avenue, 30th Floor New York, NY 10178 James D. Hunt, Chief Operating Officer Telephone: 212-808-5105 Fax: 646-219-5196 E-mail: jhunt@metaadvisorsllc.com The Trust's counsel: Jeffrey D. Prol, Esq. Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: 973-597-2500 Fax: 973-597-2400 E-mail: jprol@lowenstein.com The Court's Order provides that the Committee and Sherwin Alumina Company, LLC will jointly select the trustee for the trust to be established for the benefit of holders of claims against NBL. To the extent the Committee and Sherwin are unable to agree on the selection of such trustee, the Court will do the selection. (d) Claims Reconciliation Process In light of the magnitude of general unsecured claims, the minimal recovery in respect thereof -- which is currently estimated to be less than 1% -- and the reality that the Creditors' Trust will not have sufficient funds to complete a comprehensive claims reconciliation process, the Debtors, on behalf of the Committee, are seeking approval of the process the Committee employed, with the assistance of the Debtors' advisors, to reconcile general unsecured claims against the Debtors -- except for claims against NBL. In addition, the Debtors, on behalf of the Committee, request, for the sake of administrative convenience, that no distributions be made on account of claims less than $100,000 because the estimated recovery for such claims would be de minimis. After completing the Claims Reconciliation Process, the Debtors and the Committee have determined that certain holders of the general unsecured claims -- set forth on Exhibit C to the Stipulation -- shall receive distributions on account of such claims, whereas holders of any and all other general unsecured claims shall not, subject to certain exceptions set forth in the Stipulation. (e) Cancellation of the Notes and Indenture The Debtors and the Committee are requesting (i) the cancellation of the $175,000,000 aggregate principal amount of the Noranda Aluminum Acquisition Corp.'s (the "Issuer") 11% Senior Notes due 2019, issued pursuant to the Indenture, dated as of March 8, 2013, among the Issuer, certain Guarantors from time to time parties thereto, and Delaware Trust Company, as successor Indenture Trustee to U.S. Bank, National Association, and (ii) approval of the release and exculpation of the Indenture Trustee on the terms set forth in Exhibit A to the Stipulation. (f) Dismissal or Conversion Following the closing of the sale(s) of the Upstream Business, or if the sale process for the Upstream Business is abandoned, the Debtors will seek dismissal or conversion of the Chapter 11 Cases to cases under chapter 7, as appropriate. (g) Administration of NBL's Estate In the event that NBL's Chapter 11 Case is dismissed, as soon as reasonably practicable upon the closing of any sale of NBL's property or interests in property, and any resolution of any disputes over whether net proceeds belong to NBL or another Debtor, the Debtors shall transfer the net proceeds of such sale to a trust for the benefit of the holders of claims against NBL. The Committee shall determine whether to either (y) amend the Creditors' Trust Agreement, including the terms of the Trustee's compensation, and the Creditors' Trust shall administer such assets and claims, or (z) enter into a new trust agreement establishing and governing a new trust, which shall administer such assets and claims; provided that in either case, and notwithstanding anything in the Stipulation to the contrary, the fees and expenses incurred by such trustee and its professionals in connection with administering the assets of and claims against NBL, including pursuant to such trust agreement, shall have priority over all claims and shall be paid in full, or reserved in accordance with such trust agreement, from the NBL Sale Proceeds before any other creditor of NBL is entitled to receive any distribution. Any trust that administers assets of and claims against NBL shall reconcile the general unsecured claims against NBL in accordance with the Claims Reconciliation Process and shall distribute the net proceeds from any sale or disposition of assets of NBL -- after establishing reserves in accordance with the agreement governing such trust -- solely to the creditors of NBL in accordance with the priorities set forth in the Bankruptcy Code. If the trustee administering the NBL Sale Proceeds determines in its sole discretion that it is impractical, not likely to be cost-effective, or otherwise not desirable to continue administering the NBL Sale Proceeds, the trustee may, in his sole discretion, abandon or otherwise turn over such proceeds for administration in accordance with applicable law (including, but not limited to, by means of interpleader or similar remedy). (h) Committee Litigation Standstill The Committee will not oppose any sales or other dispositions of the Debtors' property, any motion by the Debtors to convert the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or any motion by the Debtors to dismiss the Chapter 11 Cases. (i) Mutual Releases The Parties will provide mutual releases from all claims, other than claims arising out of the Stipulation, the Amended Final DIP Order and the debt claims and liens of the Prepetition Term Secured Parties against the Debtors under the Prepetition Term Credit Documents. (j) Waiver and Release of Avoidance Actions The Debtors will irrevocably waive, and release all entities from any claims that such entities received prior to the Petition Date any preferential, fraudulent or other transfer from any Debtor, or the benefit of any obligation incurred by any Debtor, that could be avoided under the Bankruptcy Code or applicable non-bankruptcy law. This release will be binding on all parties in interest in these Chapter 11 Cases, any chapter 7 trustee and on each of their respective successors and assigns, including following the dismissal or conversion of any of these Chapter 11 Cases. (k) Jurisdiction The Debtors, on behalf of the Committee, request that the Court retain jurisdiction to hear any matters, or to resolve any disputes or controversies arising from, or related to, the Stipulation, the Trust Agreement or the Creditors' Trust's (or other entity's) administration of the assets of and/or claims against the Debtors. (l) Houlihan Lokey Settlement Pursuant to the Cash Collateral Amendment, proceeds from the Downstream Sale in the amount of $1,250,000 were reserved for the benefit of Houlihan Lokey pending a determination by the Court -- or a settlement mutually acceptable to Houlihan Lokey and the Ad Hoc Group of Pre-Petition Term Lenders -- that Houlihan Lokey is entitled to payment of a fee from the HL Reserve. The Committee, Houlihan Lokey, and the Ad Hoc Group of Pre-Petition Term Lenders have reached an agreement in principle that, subject to certain conditions and in full settlement of the HL Fee, (a) the Ad Hoc Group of Pre-Petition Term Lenders shall direct the Debtors in writing to pay $300,000 to Houlihan Lokey from the HL Reserve, and (b) the Creditors' Trust shall contribute $300,000 to Houlihan Lokey. Upon Houlihan Lokey's receipt of the payment, the Debtors shall release the remainder of the HL Reserve to Cortland for the benefit of the Pre-Petition Term Lenders, and Cortland (upon the prior written direction of the requisite Pre-Petition Term Lenders) shall promptly apply the entire remainder to the repayment of the PrePetition Term Debt. The Debtors sold the Downstream Business to Beagle Acquisition Corp. (an entity affiliated with Granges AB) for total cash consideration of approximately $309.7 million. Beagle was selected as the successful bidder for the Downstream Business. On August 17, 2016, the Debtors, the Committee, and the Ad Hoc Group of Prepetition Term Lenders reached agreement on, among other issues, the disposition of the net available cash proceeds from the Downstream Sale, the allocation of proceeds of future asset sales, the extent of Cortland's liens on the Debtors' property, and arrangements for the Debtors' future funding needs. As a result, on August 17, the Court entered an order approving the Downstream Sale. As set forth in the Sale Order, upon the Closing, the Debtors utilized the Downstream Sale Proceeds to, among other things, (i) repay the DIP Financing in full and (ii) to partially repay certain amounts outstanding under the Pre-Petition Term Loan Agreement. Cash in the amount of $7.5 million of the Downstream Sale Proceeds remitted to Cortland (for the benefit of the Pre-Petition Term Lenders) at Closing was held for the benefit of certain of the Debtors' creditors as provided in the Sale Order. Counsel to Cortland Capital Market Services, LLC, not individually but solely in its separate capacities as Pre-Petition Term Agent and Term DIP Agent: Seth J. Kleinman, Esq. KAYE SCHOLER LLP Three First National Plaza 70 West Madison Street, Suite 4200 Chicago, IL 60602 Email: seth.kleinman@kayescholer.com Counsel to Delaware Trust Company, as successor Indenture Trustee: David Retter, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 E-mail: dretter@kelleydrye.com Counsel to the Ad Hoc Group of Prepetition Term Lenders: Matthew S. BanRobert, Esq. J. Lemons, Esq. WEIL, GOTSHAL & MANGES LLP 767 Third Avenue New York, New York 10153 E-mail: matt.barr@weil.com robert.lemons@weil.com About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Office of the U.S. Trustee in February 2016 appointed seven creditors of Noranda Aluminum Holding Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as Committee counsel and Houlihan Lokey Capital, Inc., serves as Committee as financial advisor and investment banker. NORANDA ALUMINUM: Court Dismisses Chapter 11 Case ------------------------------------------------- U.S. Bankruptcy Judge Barry S. Schermer for the Eastern District of Missouri entered an order dismissing the Chapter 11 Cases of Noranda Aluminum, Inc. and its affiliated debtor entities, at the Debtors' behest. In seeking dismissal of the case, the Debtors told the Court in papers filed early in October that they have maximized the value of their Downstream Business by means of a sale under section 363 of the Bankruptcy Code, and have nearly finished a parallel process with respect to their Upstream Businesses. To facilitate the best resolution possible of the Chapter 11 Cases, the Debtors and key stakeholders negotiated a comprehensive settlement framework which has enabled the Debtors to continue operating in the ordinary course while pursuing a sale of their Upstream Business. If approved by the Court, certain of these arrangements will provide a mechanism for creditor recoveries, including the creation of a creditor trust. Once the sale of the Upstream Business concludes and approval of the global settlement is obtained, however, the Debtors will be left without an estate to administer and without the ability to confirm a chapter 11 plan. The Debtors said that upon the conclusion of the Upstream Sale and approval of the Global Settlement, it is in the best interests of the Debtors, their estates and all parties in interest that the Chapter 11 Cases be dismissed. Judge Schermer ruled that the Dismissal Order provides that Adversary Nos. 16-1011-399, 16-1018-399 and 16-01028-399 shall remain pending before the Bankruptcy Court. Judge Schermer also held that for the avoidance of doubt, the order entered August 17, 2016 -- Downstream Sale Order -- approving the Asset Purchase Agreement between Granges Americas, Inc. (f/k/a Beagle Acquisition Corp.), Granges AB (publ) -- Downstream Buyer -- and Debtor Norandal USA, Inc. -- Downstream Seller -- dated June 13, 2016, as amended by that Amendment to Asset Purchase Agreement dated July 8, 2016, the Escrow Agreement between Granges Americas, Inc. (f/k/a Beagle Acquisition Corp.), the Downstream Seller, and Wells Fargo Bank National Association, the Transition Services Agreement between Granges Americas, Inc. (f/k/a Beagle Acquisition Corp.) and Debtor Noranda Intermediate Holding Company, and any other documents related to the sale of the Debtors' Downstream Business shall remain in full force and effect notwithstanding the dismissal of the Chapter 11 Cases, and the terms of the Downstream Sale Order shall remain binding on the Debtors, their creditors, and on all parties in interest. The Debtors' and the Downstream Buyer's respective rights and obligations under the Downstream Sale Documents will not be released, discharged, or otherwise affected by the entry of this Order or the dismissal of the Chapter 11 Cases. For the avoidance of doubt, the order entered October 21, 2016, approving the Asset Purchase Agreement between New Day Aluminum LLC -- Gramercy and St. Ann Buyer -- and Debtor Noranda Alumina LLC and Debtor Noranda Bauxite dated October 19, 2016, and any other documents related to the sale of the Gramercy and St. Ann Assets shall remain in full force and effect notwithstanding the dismissal of these Chapter 11 Cases, and the terms of the Gramercy and St. Ann Sale Order shall remain binding on the Debtors, their creditors, and on all parties in interest. The Debtors' and the Gramercy and St. Ann Buyer's respective rights and obligations under the Gramercy and St. Ann Sale Documents will not be released, discharged, or otherwise affected by the entry of this Order or the dismissal of these Chapter 11 Cases. The order entered September 30, 2016, approving the Asset Purchase Agreement between ARG International AG or its designee and Debtor Noranda Aluminum, Inc. dated September 27, 2016, and any other documents related to the sale of the New Madrid Assets shall remain in full force and effect notwithstanding the dismissal of these Chapter 11 Cases, and the terms of the New Madrid Sale Order shall remain binding on the Debtors, their creditors, and on all parties in interest. The Debtors' and the New Madrid Buyer's respective rights and obligations under the New Madrid Sale Documents will not be released, discharged, or otherwise affected by the entry of this Order or the dismissal of these Chapter 11 Cases. The Court retains jurisdiction following the dismissal of these Chapter 11 Cases to enforce the Asset Sales according to their terms. The Court also held that, notwithstanding anything in the Amended Final DIP Order to the contrary, both Paul, Weiss, Rifkind, Wharton & Garrison LLP and Carmody MacDonald P.C. may continue to incur fees and expenses on behalf of Noranda Aluminum Holding Corp. and its affiliates, through and including the date of the hearing to approve the final fee applications of the retained professionals in the Chapter 11 Cases so long as capped by the amount set forth in the Budget for each such professional (as such term is defined in the Amended Final DIP Order) and the Company may pay such fees and expenses. For the avoidance of doubt, neither Paul, Weiss nor Carmody shall be required to submit fee applications pursuant to sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016 or Local Rules 2016-1 and 2016-2 for any fees and expenses incurred on and after the Dismissal Date. About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Office of the U.S. Trustee in February 2016 appointed seven creditors of Noranda Aluminum Holding Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as Committee counsel and Houlihan Lokey Capital, Inc., serves as Committee as financial advisor and investment banker. NORANDA ALUMINUM: Royce & Associates Has 5.92% Stake as of Oct. 31 ------------------------------------------------------------------ Royce & Associates, LP, said in a regulatory filing with the Securities and Exchange Commission that it may be deemed to beneficially own 593,726 shares or roughly 5.92% of the Common stock of Noranda Aluminum Holding Corporation as of Oct. 31, 2016. The firm may be reached at: Daniel A. O'Byrne, Vice President Royce & Associates, LP 745 Fifth Avenue New York, NY 10151 The firm said, "Various Accounts managed by Royce & Associates, LP have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of the issuer." "The interest of one account, Royce Opportunity Fund an investment company registered under the Investment Company Act of 1940 and managed by Royce & Associates, LP, amounted to 593,726 shares or 5.92% of the total shares outstanding." About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Office of the U.S. Trustee in February 2016 appointed seven creditors of Noranda Aluminum Holding Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as Committee counsel and Houlihan Lokey Capital, Inc., serves as Committee as financial advisor and investment banker. NORBORD INC: S&P Revises Outlook to Positive & Affirms 'BB-' CCR ---------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Norbord Inc. to positive from stable and affirmed its 'BB-' long-term corporate credit rating on the company. At the same time, S&P Global Ratings affirmed its 'BB-' issue-level rating on the company's senior secured notes. The '3' recovery rating on the debt is unchanged, and indicates meaningful (50%-70%; in the upper half of the range) recovery in a default scenario. "The outlook revision reflects our view that average North American oriented strand board prices should increase next year and exceed our previous expectations, due in large part to continued demand growth from U.S. home construction outpacing industry capacity," said S&P Global Ratings credit analyst Alessio Di Francesco. Given the company's high sensitivity to oriented strand board (OSB) prices, S&P believes this should contribute to a significant improvement in Norbord's core credit measures. "The outlook revision also reflects the company's plan to repay with cash its US$200 million senior secured notes that mature February 2017, which we believe should improve core credit measures through the commodity cycle and potentially contribute to a stronger financial risk profile," Mr. Di Francesco added. "The positive outlook reflects our view that average North American OSB prices should increase next year due in large part to continued demand growth from U.S. home construction outpacing industry capacity. Given the company's high sensitivity to OSB prices, we expect this should contribute to a significant improvement in core credit measures and increase the likelihood that we will raise the rating within the next 12 months. However, the outlook also takes into account the potential for significant OSB price volatility," S&P noted. S&P could raise its ratings on Norbord within the next 12 months with continued improvement in its core credit measures next year, trending in line with S&P's expectation of adjusted debt-to-EBITDA of about 1x and FFO-to-debt of about 70% at the end of 2017. In this scenario, S&P would expect higher OSB prices and gross debt reduction that, in its view, should enable the company to sustain adjusted debt-to-EBITDA firmly below 4x and adjusted FFO-to-debt above 30% through an OSB pricing cycle. S&P could revise its outlook to stable within the next 12 months if it expects average OSB prices to decline next year, potentially contributing to adjusted debt-to-EBITDA above 2x and adjusted FFO-to-debt below 45% at the end of 2017. This could occur if U.S. housing starts are trending below 1.3 million in 2017 or if the majority of mothballed OSB mills in North America come back online without sufficient demand to support higher average prices. NORMCC ENTERPRISES: Hires Sheehan Law as Counsel ------------------------------------------------ NORMCC Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Sheehan Law Firm, PLLC as counsel to the Debtor. NORMCC Enterprises requires Sheehan Law to: a. consult with any Trustee or any Committee concerning the administration of the case; b. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of the plan; c. formulate a plan; and d. prepare any pleadings, motions, answers, notices, orders and reports that are required for the proper function of the Debtor. Sheehan Law will be paid at these hourly rates: Patrick A. Sheehan $300 Paralegals $100 Sheehan Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick A. Sheehan, member of Sheehan Law Firm, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sheehan Law can be reached at: Patrick A. Sheehan, Esq. SHEEHAN LAW FIRM, PLLC 492 Porter Avenue Ocean Springs, MS 39564 Tel: (228) 875-0572 Fax: (228) 875-0895 About NormCC Enterprises NormCC Enterprises, LLC filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 16-51915), on November 3, 2016. The petition was signed by Norman Carnovale, authorized representative. The case is assigned to Judge Katharine M. Samson. The Debtor is represented by Patrick Sheehan, Esq., at Sheehan Law Firm. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. NORTEL NETWORKS: NNI Unsecureds to Recoup 55.1%-61.2% ----------------------------------------------------- Nortel Networks Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a first amended joint Chapter 11 plan and accompanying disclosure statement dated November 4, 2016, a full-text copy of which is available at: http://bankrupt.com/misc/deb09-10138-17348.pdf The Plan applies separately to each of the Debtors, subject to the substantive consolidation of Nortel Networks Inc. and Nortel Networks Capital Corporation. The key components of the Plan include: (1) a global resolution among the Nortel Group regarding the allocation of the Sale Proceeds among each of the Nortel Group estates and settlement of other inter-estate claims and other claims, through a negotiated Settlement and Plans Support Agreement; and (2) approval of a process whereby the Sale Proceeds currently in the Escrow Accounts will be released simultaneously to each Nortel Group estate. The estimated recoveries for general unsecured creditors are as follows: * Against NNI and NNCC [55.1-61.2]% * Against NNCALA [12.1-13.9]% * Against Nortel Altsystems [7.6-9.1]% * Against Nortel Altsystems Int'l [less than 0.1]% * Against Xros [less than 0.1]% * Against Sonoma [0.1]% * Against Qtera [less than 0.1]% * Against CoreTek [less than 0.1]% * Against NN Applications [less than 0.1]% * Against NN Optical [less than 0.1]% * Against NN HPOCS [0.1]% * Against Architel [0.5-0.6]% * Against NNII [0.7-0.9]% * Against NTI [less than 0.1]% * Against NN Cable [less than 0.1]% The global settlement proposes the following allocation of the sale proceeds: U.S. Debtors 24.3500% $1,766,417,002 Canadian Debtors 57.1065% $4,142,665,131 EMEA (other than NNSA and NNUK Debtors) 1.4859% $107,788,879 NNUK 14.0249% $1,017,408,257 NNSA N/A $220,000,000 The U.S. Allocation will be distributed to Nortel Networks Inc. (inclusive of consolidated Nortel Networks Capital Corporation estate) in the amount of $1,716,346,052, and Nortel Networks (CALA) Inc. in the amount of $50,070,950. All other U.S. Debtors will not receive any distribution from the U.S. Allocation. The Debtors are represented by James L. Bromley, Esq., and Lisa M. Schweitzer, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York; and Derek C. Abbott, Esq., and Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NORTEL NETWORKS: Trade Creditors, Others Object to Plan Outline --------------------------------------------------------------- The Nortel Trade Claims Consortium, as holders of certain U.S. Trade Claims against Nortel Networks Inc., et al., object to the Disclosure Statement explaining the Debtors' First Amended Joint Chapter 11 Plan, complaining that the Disclosure Statement fails to provide "adequate information." The Disclosure Statement, according to the Consortium, fails to mention that the Consortium does not support -- and indeed intends to advise other general unsecured creditors not to support -- the Plan. The Consortium further complains that the Disclosure Statement fails to provide any meaningful disclosure regarding the Consortium's pending appeal of the Allocation Decision before the Third Circuit, which the Consortium fully intends to pursue. Further, it fails to mention the present controversy regarding the allowance of the unreduced Bond Guarantee Claims against the U.S. estate, the Consortium asserts. As the Consortium has briefed at length in the District Court, a critical component of its appeal is that the Allocation Decision -- even if left in place -- does not support the allowance of the nearly $4 billion in Bond Guarantee Claims against the U.S. Debtors under a U.S. plan, the Consortium tells the Court. Further, the Disclosure Statement does not provide any meaningful information regarding the Plan's generous treatment of the NNCC Bondholders at the expense of U.S.-only Unsecured Creditors, the Consortium complains. On account of these critical factual omissions, the Disclosure Statement fails to provide the "adequate information" required by Section 1125(a) of the Bankruptcy Code. SNMP Research International, Inc., and SNMP Research, Inc.; the Pension Benefit Guaranty Corporation; and Edward E. Piltz; also objected to the Disclosure Statement, according to the court docket. The Consortium is represented by: Jeffrey M. Schlerf, Esq. L. John Bird, Esq. Courtney A. Emerson, Esq. FOX ROTHSCHILD LLP Citizens Bank Center 919 North Market Street, Suite 300 Wilmington, DE 19801 Tel: (302) 654-7444 Fax: (302) 656-8920 Email: jschlerf@foxrothschild.com -- and -- Steven D. Pohl, Esq. Christopher M. Floyd, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Tel: (617) 856-8200 Fax: (617) 856-8201 Email: spohl@brownrudnick.com cfloyd@brownrudnick.com About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NORTH GATEWAY CORE: John Propst To Be Paid Over 5 Yrs at 4.5% ------------------------------------------------------------- North Gateway Core Acreage Investors, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona an amended disclosure statement accompanying the Debtor's plan of reorganization dated Sept. 22, 2016. Amounts owed to secured creditor John E. Propst, if not paid in full on the Effective Date, will be paid over a period of not more than five years, together with interest at 4.5% per annum, after an initial payment of not less than $100,000 on the Effective Date, followed by quarterly interest-only payments pending a sale or refinancing of Debtor's real property. Class 4 General Unsecured Claims will be paid in full, together with interest at the rate of 4.5% per annum from and after the Petition Date. All allowed Class 4 Claims will be paid in quarterly amortizing installments over a period of one year, with the first payment to be made on the first day of the first full calendar quarter after the Effective Date and continuing on the first day of each calendar quarter thereafter until fully paid. The funding sources for the Plan are one or more of the following: (1) capital contributions or loans from Debtor's members; (2) refinancing the existing secured indebtedness; or (3) sale of Debtor's real property. All funds raised from any of these sources will be held by Debtor and used only for Plan payments, operating expenses, and expenses associated with Debtor's real property. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb16-07286-56.pdf As reported by the Troubled Company Reporter on Oct. 7, 2016, the Debtor filed with the Court a plan of reorganization and disclosure statement dated Sept. 22, 2016, which provided, among others, for the payment of amounts owing to general unsecured creditors -- estimated amount $80,812. That plan proposed that the general unsecured claims be paid in quarterly amortizing installments of principal and interest, at the rate of 4.5% per annum, over a period of one year, with the first payment to be made on the first day of the first full calendar quarter after the Effective Date. About North Gateway Core North Gateway Core Acreage Investors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-07286) on June 27, 2016. The petition was signed by Gary White, co-manager of managing member. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $500,000 to $1 million. 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 North Gateway Core Acreage Investors, LLC. Cary S. Forrester, Esq., at Forrester & Worth, PLLC, serves as the Debtor's bankruptcy counsel. NORTH GATEWAY: Jan. 4 Plan Confirmation Hearing Set --------------------------------------------------- Judge Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona approved the first amended disclosure statement explaining North Gateway Core Acreage Investors, LLC's plan of reorganization, and scheduled the hearing to consider confirmation of the Plan for January 4, 2017, at 1:30 p.m. The last day for filing written objections to confirmation of the Plan is fixed at December 28. The last day for filing written acceptances or rejections of the Plan is fixed at December 28. The written ballot report must be filed no later than December 30. Under the First Amended Plan, amounts owed to secured creditor John E. Propst, if not paid in full on the Effective Date, will be paid over a period of not more than five years, together with interest at 4.5% per annum, after an initial payment of not less than $100,000 on the Effective Date, followed by quarterly interest-only payments pending a sale or refinancing of Debtor's real property. Class 4 General Unsecured Claims will be paid in full, together with interest at the rate of 4.5% per annum from and after the Petition Date. All allowed Class 4 Claims will be paid in quarterly amortizing installments over a period of one year, with the first payment to be made on the first day of the first full calendar quarter after the Effective Date and continuing on the first day of each calendar quarter thereafter until fully paid. The funding sources for the Plan are one or more of the following: (1) capital contributions or loans from Debtor's members; (2) refinancing the existing secured indebtedness; or (3) sale of Debtor's real property. All funds raised from any of these sources will be held by Debtor and used only for Plan payments, operating expenses, and expenses associated with Debtor's real property. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb16-07286-56.pdf The Original Plan dated Sept. 22, 2016, provided, among others, for the payment of amounts owing to general unsecured creditors -- estimated amount $80,812. That plan proposed that the general unsecured claims be paid in quarterly amortizing installments of principal and interest, at the rate of 4.5% per annum, over a period of one year, with the first payment to be made on the first day of the first full calendar quarter after the Effective Date. About North Gateway Core North Gateway Core Acreage Investors, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-07286) on June 27, 2016. The petition was signed by Gary White, co-manager of managing member. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $500,000 to $1 million. 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 North Gateway Core Acreage Investors, LLC. Cary S. Forrester, Esq., at Forrester & Worth, PLLC, serves as the Debtor's bankruptcy counsel. OAKS OF PRAIRIE: Allowed to Use ISB Cash Collateral Until Dec. 31 ----------------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized The Oaks of Prairie Point Condominium Association to use Illinois State Bank's cash collateral on an interim basis, from Dec. 1, 2016 through Dec. 31, 2016. The Debtor is directed to pay Illinois State Bank the sum of $10,729 on or before Dec. 15, 2016. Illinois State Bank is granted a valid and perfected, enforceable security interest in and to the Debtor's post-petition accounts, assessments and other receivables, to the extent and priority of its alleged prepetition liens. The Debtor was ordered, among other things, to maintain and pay premiums for insurance to cover all of its assets from fire, theft, and water damage. A status hearing on the Debtor's Motion is scheduled on Dec. 28, 2016 at 10:30 a.m. A full-text copy of the Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/OaksofPrairie2016_1680238_81.pdf About The Oaks of Prairie Point Condominium Association The Oaks of Prairie Point Condominium Association is an Illinois corporation that owns and operates condominium buildings located in Lake in the Hills, Illinois, known as "The Oaks of Prairie Point Condominium". The Oaks of Prairie Point Condominium sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-80238) on Feb. 3, 2016. The petition was signed by Donna Smith, property manager. The case is assigned to Judge Thomas M. Lynch. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Thomas W. Goedert, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, Illinois. OVERSEAS SHIPHOLDING: Moody's Lowers CFR to B3; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Overseas Shipholding Group, Inc., including its Corporate Family Rating (CFR) to B3 from B2 and Probability of Default Rating (PDR) to B3-PD from B2-PD, in anticipation of the spin-off of its international business/subsidiary, International Seaways, Inc. (INSW), previously named OSG International, Inc. The separation is expected to be completed on Nov. 30, 2016. Concurrently, Moody's downgraded the first lien senior secured bank facility to B2 (LGD3) from B1 (LGD3) and OSG's senior unsecured notes due 2021 and 2024 to Caa2 (LGD5) from Caa1 (LGD6). Moody's also confirmed the Caa1 (LGD5) rating on the company's senior unsecured notes due 2018. The ratings of the first-lien bank credit facilities borrowed by INSW (and guaranteed by OSG prior to the separation) will be withdrawn as those debts will accompany INSW upon separation. The SGL-2 Speculative Grade Liquidity rating was affirmed. The ratings' outlook is negative. These actions resolve the review for downgrade that was initiated for OSG's ratings on Oct. 24, 2016. RATINGS RATIONALE The ratings downgrade reflects the combination of the company's higher financial leverage pro-forma for the separation as well as the highly cyclical nature of demand and softening freight environment anticipated in the Jones Act market over the next year. The rating action also considers the smaller size of the post-spin company, as well as the loss of business diversification from the higher margin, albeit more volatile, international operations (INSW), which contributed EBITDA that supported OSG's existing debt obligations. The B3 corporate family rating reflects Moody's expectation that debt to EBITDA, anticipated at about 4 times (inclusive of Moody's standard adjustments) at separation, will likely deteriorate with earnings and cash flows under pressure as continuing supply-demand imbalances drive lower freight rates at which maturing contracts are renewed or vessels enter the spot market, increasing earnings volatility. Moody's also views the company's largely fixed cost structure and limited asset coverage as tempering factors. Moody's believes that funded debt could increase should the company replace its fleet, which seems likely given the advanced average age of its vessels, particularly the articulated tug barges (ATBs), of which the majority are over 35 years. The rating also considers OSG's leading position in its transportation markets and the relatively stable dynamics afforded by the Jones Act, including high barriers to entry. The company's good liquidity profile and mostly contracted revenue base lend additional support to the ratings, even with new vessels entering the market, at least through 2017. The rating does not anticipate any dividends or new debt at separation, but anticipates that OSG will maintain financial policies and a capital structure that support the B3 CFR. The SGL-2 rating anticipates good liquidity over the next year, characterized by healthy cash on hand and an undrawn ABL revolver of $75 million (due February 2019). The cash balance of approximately $200 million at separation, includes the proceeds of a $100 million dividend received from INSW in the third quarter ended September 30, 2016, which the company expects to use to address the balance of its senior unsecured notes, the outstanding majority of which ($82 million) are due March 2018. The company is obligated to maintain all accrued and unpaid interest expense in escrow for all of its unsecured notes until their maturity, a condition of the spin-off under the bank facility credit agreement. If the company does not repay the 2018 notes by year-end 2017, the ABL revolver maturity is accelerated. The SGL-2 rating also anticipates the company will generate free cash flow at least in the $70 to $80 million range through 2017, sufficient to cover its financial obligations. Although the senior bank term loan comes due in August 2019, Moody's views refinancing risk as becoming increasingly significant, particularly in an environment of prolonged supply-demand headwinds affecting the company's cash flow generation. The negative ratings outlook is driven by Moody's expectation of a deterioration in credit metrics, amidst anticipated challenging business conditions in the Jones Act market, and contract renewal risk as charters on certain vessels expire in a market with higher supply. The negative outlook considers the age of the fleet, which reduces the company's competitiveness against players with younger more agile vessels. The downgrade of the ratings on the senior bank credit facility to B2 and the senior unsecured notes due 2021 and 2024 reflect their estimated recoveries in the liability structure and incorporates the one notch downgrade of the CFR. The Caa1 rating of senior unsecured notes due 2018 also reflects their potential recovery, based on the capital structure, but includes an uplift to reflect Moody's expectation of a reasonable likelihood that these notes will be repaid by year-end 2017, supported by the good liquidity profile. The ratings could be downgraded if the company's capital structure or financial policy results in lower-than-expected credit metrics, including Debt to EBITDA sustained above 5.75x and FFO + Interest to Interest approaching the mid-low 2.0 times range on a sustained basis. A material decline in revenues and/or a deterioration in the cash flow or liquidity profile, or shareholder-friendly actions that compromise debt-holder interests could also pressure the ratings. Upward ratings momentum could occur if OSG deploys its cash in a manner that would limit potential increases in debt, such as for fleet investments rather than shareholder returns. Also important to an upgrade would be an improvement in the company's operating environment. A financial profile that results in sustained FFO + Interest to Interest sustained above 3.0 times with a liquidity profile and capital structure that are supportive of higher ratings, could lead to an upgrade. Reductions in leverage via debt repayments will be important to sustaining stronger credit metrics. Downgrades: Issuer: OSG Bulk Ships, Inc. Senior Secured Bank Credit Facility, Downgraded to B2(LGD3) from B1 (LGD3) Issuer: Overseas Shipholding Group, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2 (LGD5) from Caa1 (LGD6) Outlook Actions: Issuer: OSG Bulk Ships, Inc. Outlook, Changed To Negative From Rating Under Review Issuer: Overseas Shipholding Group, Inc. Outlook, Changed To Negative From Rating Under Review Confirmations: Issuer: Overseas Shipholding Group, Inc. Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1 (LGD5 from LGD6) Affirmations: Issuer: Overseas Shipholding Group, Inc. Speculative Grade Liquidity Rating, Affirmed at SGL-2 The principal methodology used in these ratings was Global Shipping Industry published in February 2014. Overseas Shipholding Group, Inc. (OSG), a Delaware Corporation, based in in New York, NY, is a leading transporter of petroleum products, using US Jones Act qualified vessels operating mainly in US coastal markets, through its intermediate holding company subsidiary OSG Bulk Ships, Inc. (OBS). The company's headquarters are expected to move to Tampa, FL, following completion of the spinoff of international business subsidiary (International Seaways, Inc.) on Nov. 30, 2016. OBS is the primary obligor under the rated senior bank credit facility, which is guaranteed by certain of its operating subsidiaries and OSG. Total revenues were $467 million as of the last twelve months ended Sept. 30, 2016. PACIFIC SUNWEAR: Wins Court Approval to Pay $12.8M in Legal Fees ---------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reported that Pacific Sunwear of California Inc. received permission from Delaware Bankruptcy Judge Laurie Selber Silverstein to pay the $12.8 million in professional fees and about $400,000 in expense reimbursements for its professionals incurred during the administration of its Chapter 11 bankruptcy case. About Pacific Sunwear of California Founded in 1982 in Newport Beach, California as a surf shop, Pacific Sunwear of California, Inc., operates in the teen and young adult retail sector, selling men's and womens apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. It has retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations, and operates an e-commerce site at http://www.pacsun.com/ Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-10882) on April 7, 2016. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Company had 593 stores at the time of the bankruptcy filing. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; Prime Clerk LLC as claims and noticing agent; and Deloitte Financial Advisory Services LLP as accounting advisor. Andrew Vara, acting U.S. trustee for Region 3, on April 19, 2016, appointed seven creditors of Pacific Sunwear of California to serve on the official committee of unsecured creditors. The Committee retained Cooley LLP and Bayard, P.A., as counsel; and Province Inc., as its financial advisor. * * * On Sept. 6, 2016, the Bankruptcy Court entered an order confirming the Revised Joint Plan of Reorganization of Pacific Sunwear and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code. The Plan was declared effective on Sept. 7, 2016, and the Debtors emerged from the Chapter 11 Cases. Pursuant to the Plan, Golden Gate Capital converted more than 65% of its term loan debt into the equity of the reorganized Company and provided a minimum of $20 million in additional capital to the reorganized Company to support PacSun's long-term growth objectives. The debt-for-equity swap reduced the Company's secured debt by $88 million. Wells Fargo provided a five-year $100 million revolving line of credit, subject to certain conditions. PEABODY ENERGY: Arbitration Hearings on UMWA Rift to Begin Dec. 19 ------------------------------------------------------------------ Peabody Energy Corporation disclosed in its Form 10-Q filing with the Securities and Exchange Commission that arbitration hearings are scheduled to begin on Dec. 19, 2016, related to the Company's objections to the claims asserted by the United Mine Workers of America 1974 Pension Plan and Trust (UMWA Plan). Peabody disclosed that the U.S. Bankruptcy Court on October 18, 2016, granted several motions, including: (i) an application to retain additional professionals, (ii) a motion to reject a certain contract, (iii) the Equipment Lease Procedures Motion, and (iv) two motions related to the Debtors' insurance programs authorizing the Debtors to (a) enter into a new postpetition property policy with an affiliate(s) of American International Group, Inc. and (b) assume certain existing policies and enter into a new workers compensation insurance policy with ACE American Insurance Company, including its affiliated companies. Additionally, the Bankruptcy Court partially and conditionally granted the motion for relief from the automatic stay filed on September 26, 2016 by the UMWA Plan. On September 8, 2016, the Debtors filed an objection to a claim asserted by the UMWA Plan. On September 26, the UMWA Plan filed a motion for relief from the automatic stay, seeking to allow arbitration between the Debtors and the UMWA Plan to resume outside of the Bankruptcy Court's jurisdiction. On October 7, 2016, the UMWA Plan filed a motion to continue the hearing on the Debtors' objection to the UMWA Plan's proof of claim until January 2017. The Bankruptcy Court lifted the automatic stay to provide the UMWA Plan until October 28, 2016, to receive a written confirmation from the American Arbitration Association that the AAA could find an arbitrator with sufficient experience who could arbitrate the UMWA Plan's claim and reach a decision, without extension or any exception for cause, by January 26, 2017. On October 25, 2016, the UMWA Plan filed a copy of its correspondence with the AAA and on October 26, 2016, the Bankruptcy Court issued an order lifting the automatic stay to allow arbitration of the claim to proceed. The parties have selected an arbitrator, and the arbitration hearings are scheduled to begin on December 19, 2016. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 (Bankr. E.D. Mo.). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PEABODY ENERGY: DIP Lenders Lift Deadline for CNTA Case Ruling -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri on November 23, 2016, approved a stipulation filed by Peabody Energy Corporation relating to an amendment to the Company's Superpriority Secured Debtor-In-Possession Credit Agreement. While the DIP Credit Agreement contains certain milestone events relating to the Chapter 11 Cases, the amendment to the DIP Credit Agreement approved by the Bankruptcy Court removes any deadline by which the Bankruptcy Court must enter an order determining the CNTA Issues (as defined in the DIP Credit Agreement prior to giving effect to the DIP Amendment). A copy of Amendment No. 5 to Superpriority Secured Debtor-In-Possession Credit Agreement, by and among the Company, Peabody Global Funding, LLC and certain Debtors parties thereto as guarantors, the lenders party thereto and Citibank, N.A., as administrative agent, is available at https://is.gd/F9pSXj On May 20, 2016, the Debtors filed a complaint and request for declaratory judgment, as required by the terms of the DIP Credit Agreement, against Citibank, N.A. (in its capacity as Administrative Agent under the Debtors' prepetition secured credit agreement), among others, regarding the extent of certain collateral and secured claims of certain prepetition creditors (the CNTA Adversary Proceeding). On June 13, 2016, Citibank, N.A. filed an answer and counter-claim for declaratory judgment. On June 14, 2016, two motions to intervene were filed, one from the Creditors' Committee and another from a group of creditors holding $1.65 billion in face value of the Company's Senior Notes (as indicated in their motion). The intervention motions were granted on July 7, 2016. On July 5, 2016, the Debtors filed an answer to certain counterclaims in the CNTA Adversary Proceeding. On July 7, 2016, the Bankruptcy Court entered a stipulated order authorizing the Official Committee of Unsecured Creditors and certain noteholders to intervene in the CNTA Adversary Proceeding. On July 12, 2016, the Bankruptcy Court entered an order appointing the Honorable James L. Garrity, Jr. as mediator in the CNTA Adversary Proceeding. Defendant Citibank, N.A. moved for leave to amend its answer and counterclaim on August 18, 2016. On August 18, 2016, in the CNTA Adversary Proceeding, Citibank, N.A. moved for leave to amend its answer and counterclaim. Additionally, on August 24, 2016, (i) the Debtors filed their motion for summary judgment and the Creditors' Committee and the ad hoc group of senior noteholders filed joinders thereto and (ii) Citibank, N.A. filed its motion for summary judgment. On September 12, 2016, the Bankruptcy Court heard oral argument on the Debtors' and Citibank, N.A.'s summary judgment motions in the CNTA Adversary Proceeding. On September 13, 2016, (i) the Bankruptcy Court entered an order granting Citibank, N.A.'s previously-filed motion to amend its answer and counterclaim, (ii) Citibank, N.A. filed its answer and amended counterclaim for declaratory relief and (iii) the Bankruptcy Court entered an order vacating the trial dates that had been previously scheduled in the CNTA Adversary Proceeding. On October 4, 2016, the Debtors filed their answer to Citibank, N.A.'s answer and amended counterclaim for declaratory relief. On October 7, 2016, two members of a group of creditors (the two members holding approximately $287.4 million in face value of the Company’s Senior Secured Second Lien Notes (as indicated in their motion)) moved to intervene in the CNTA Adversary Proceeding. On October 11, 2016, the Bankruptcy Court approved a stipulation and agreed order filed by the Debtors seeking the authority to enter into that certain Amendment No. 4 and Consent Under Superpriority Secured Debtor-in-Possession Credit Agreement. Amendment No. 4 modifies certain of the milestones under the DIP Credit Agreement, including: (i) a modification to the deadline by which the Bankruptcy Court shall enter an order determining the issues being adjudicated in the CNTA Adversary Proceeding to provide that the Bankruptcy Court shall have entered the CNTA Order by no later than November 23, 2016; (ii) a modification to the deadlines for the Company to file an Acceptable Reorganization Plan (as defined in the DIP Credit Agreement) and related disclosure statement to provide that the Company must file these by, or on, the date that is the later of (a) 30 days after the entry of the CNTA Order and (b) December 14, 2016; and (iii) a modification to the deadline by which the Bankruptcy Court shall enter an order approving the Debtors' disclosure statement to provide that the Bankruptcy Court shall have entered this order by no later than January 31, 2017. The DIP Credit Agreement also contains restrictions on the ability of Peabody Global Funding, LLC (Global Funding) to amend or waive provisions under the Intercompany Loan Agreement (as defined in the DIP Credit Agreement) in a manner that would release or subordinate more than 50% of the collateral thereunder. The DIP Amendment modifies these restrictions to expressly allow Global Funding to amend or waive provisions under the Intercompany Loan Agreement to permit the release or subordination of collateral thereunder, including as a result of potential asset sales, of up to $250 million in cash proceeds in the aggregate over the life of the Intercompany Loan Agreement. Members of the DIP Lending syndicate are: * CITIBANK, N.A., as Administrative Agent * APOLLO TR ENHANCED LEVERED YIELD LLC, as a Lender * IVY APOLLO MULTI-ASSET INCOME FUND, as a Lender * IVY APOLLO STRATEGIC INCOME FUND as a Lender * APOLLO FRANKLIN PARTNERSHIP, L.P., as a Lender * APOLLO UNION STREET PARTNERS, L.P., as a Lender * APOLLO LINCOLN PRIVATE CREDIT FUND, L.P., as a Lender * APOLLO THUNDER PARTNERS, L.P., as a Lender * APOLLO A-N CREDIT FUND (DELAWARE), L.P., as a Lender * AESI (HOLDINGS) II, L.P., as a Lender * APOLLO HERCULES PARTNERS, L.P., as a Lender * APOLLO MOULTRIE CREDIT FUND, L.P., as a Lender * APOLLO ZEUS STRATEGIC INVESTMENTS, L.P., as a Lender * APOLLO CREDIT STRATEGIES MASTER FUND LTD., as a Lender * APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P., as a Lender * APOLLO CREDIT MASTER FUND LTD. as a Lender * APOLLO TR OPPORTUNISTIC LTD, as a Lender * APOLLO CREDIT OPPORTUNITY TRADING FUND III, as a Lender * Aurelius Capital Master, Ltd. * ACP Master, Ltd. * CFPI LOANHALL LOAN as a Lender * ELLIOTT ASSOCIATES, L.P. as a Lender * ELLIOTT INTERNATIONAL, L.P. as a Lender * ELLIOTT MANAGEMENT CORPORATION as a Lender * ZIFF INVESTMENTS LIMITED as a Lender * GN3 SIP Limited * San Bernardino County Employees' Retirement Association * GoldenTree 2004 Trust * GT NM, LP * Stellar Performer Global Series: Series G - Global Credit * GoldenTree Credit Opportunities 2014- I Financing, Limited * GoldenTree Insurance Fund Series Interests of the SALI Multi-Series Fund, LP * Macquarie Bank, as a Lender * Mason Capital LP * Mason Capital Master Fund LP as a Lender * MIDTOWN ACQUISITIONS L.P. * Monarch Master Funding Ltd * Whitebox Asymmetric Partners, LP as a Lender * Whitebox Relative Value Partners, LP as a Lender * Whitebox Credit Partners, LP as a Lender * Whitebox Special Opportunities Fund, LP Series O as a Lender * Whitebox KFA Advantage LLC as a Lender * Whitebox Multi-Strategy Partners, LP as a Lender * Whitebox Institutional Partners, LP as a Lender * Pandora Select Partners, LP as a Lender About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 (Bankr. E.D. Mo.). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PEABODY ENERGY: Feb. 2017 Trial in Suit vs. APS, PacifiCorp ----------------------------------------------------------- Peabody Energy Corporation disclosed in its Form 10-Q filing with the Securities and Exchange Commission that trial in the case, Peabody Coalsales, LLC v. Arizona Public Service Company and PacifiCorp, is slated to begin February 13, 2017. On July 7, 2016, the defendants in the adversary proceeding captioned Peabody Coalsales, LLC v. Arizona Public Service Company and PacifiCorp, filed a motion for dismissal of part of the Debtors' complaint. The Bankruptcy Court entered an order denying that motion the next day -- on July 8, 2016. On July 22 and 29, 2016, the defendants in the APS Adversary Proceeding filed their answers to the Debtors' complaint. On August 3, 2016, a notice was filed indicating that the parties had agreed on a mediator in the APS Adversary Proceeding. In September 2016, the parties engaged in a court-ordered mediation. On November 2, 2016, the Bankruptcy Court entered an order scheduling the matter for trial beginning on February 13, 2017. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 (Bankr. E.D. Mo.). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PEABODY ENERGY: Mangrove Reports 5.2% Stake as of Oct. 19 --------------------------------------------------------- The Mangrove Partners Master Fund, Ltd. and its affiliated entities disclosed in a regulatory filing with the Securities and Exchange Commission that the firm may be deemed to beneficially own 971,058 or 5.2% of the Common Stock, par value $0.01 per share, of Peabody Energy Corporation as of Oct. 19, 2016. The Mangrove Partners Master Fund et al said they may be deemed to own Peabody's 4.75% Convertible Junior Subordinated Debentures due 2066 in the principal amount of $64,779,000. The Mangrove Partners Master Fund, Ltd. et al. are represented by: Christopher P. Davis, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue New York, New York 10176 Tel: (212) 986-6000 About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 (Bankr. E.D. Mo.). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PEABODY ENERGY: Posts $134 Million Net Loss in Q3 2016 ------------------------------------------------------ Peabody Energy Corporation said its net loss narrowed to $133.7 million for the three months ended Sept. 30, 2016, from a net loss of $301.9 million for the same quarter in 2015. For the nine months ended Sept. 30, 2016, the Company had a net loss of $532.6 million, compared to a net loss of $1.5 billion for the same period in 2015. Total revenues were $1.2 billion for Sept. 30 quarter, compared to $1.4 billion for the same quarter a year ago. Total revenues were $3.2 billion for the nine months ended Sept. 30, 2016, compared to $4.2 billion for the same period a year ago. At Sept. 30, 2016, the Company had total assets of $12.2 billion against total liabilities of $11.7 billion. A copy of the Company's quarterly report on Form 10-Q is available at https://is.gd/diRXT0 About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 (Bankr. E.D. Mo.). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PHOTOMEDEX INC: Receives Noncompliance Notice from NASDAQ --------------------------------------------------------- PhotoMedex, Inc., received written notification from The NASDAQ Stock Market LLC that the Company's stockholder equity reported on its Form 10-Q for the period ended Sept. 30, 2016, had fallen below the minimum requirement of $2.5 million, and that the Company is therefore not in compliance with the requirements for continued listing on the NASDAQ Capital Market under NASDAQ Marketplace Rule 5550(b)(1). The Notice provides the Company with a period of 45 calendar days, or until Jan. 2, 2017, to submit a plan to regain compliance with the listing rules. If the Company's plan is accepted, NASDAQ may grant an extension of up to 180 days from the date of notice in which to regain compliance. If the Company does not regain compliance, the Company expects that NASDAQ would provide notice that its securities are subject to delisting from the NASDAQ Capital Market. About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. Photomedex reported a net loss of $34.6 million on $75.9 million of revenues for the year ended Dec. 31, 2015, compared with a net loss of $121 million on $133 million of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Photomedex had $28.2 million in total assets, $22.6 million in total liabilities and $5.56 million in total stockholders' equity. PLASTIC2OIL INC: Incurs $1.65 Million Net Loss in Third Quarter --------------------------------------------------------------- Plastic2oil, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.65 million on $0 of total sales for the three months ended Sept. 30, 2016, compared to a net loss of $848,918 on $0 of total sales for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $2.93 million on $0 of total sales compared to a net loss of $2.94 million on $10,397 of total sales for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Plastic2Oil had $3.95 million in total assets, $11.91 million in total liabilities and a total stockholders' deficit of $7.95 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/fWpkDD About Plastic2Oil Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company's Plastic2Oil (P2O) is a process designed to provide immediate economic benefit for industry, communities and government organizations with waste plastic recycling challenges. It is also focused on the creation of green employment opportunities and a reduction in the cost of plastic recycling programs for municipalities and business. The Company's fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6 Fuel is heavy fuel used in industrial boilers and ships. No. 2 Fuel is a mid-range fuel known as furnace oil or diesel. Naphtha is a light fuel that is used as a cut feedstock for ethanol or as white gasoline in high and regular grade road certified fuels. Plastic2Oil reported a net loss of $4.32 million on $16,728 of total sales for the year ended Dec. 31, 2015, compared to a net loss of $6.80 million on $59,017 of total sales for the year ended Dec. 31, 2014. D. Brooks and Associates CPA's, P.A., in West Palm Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company's ability to continue as a going concern. QUALITY FLOAT: Has Until Feb. 22 to Use First Midwest Bank Cash --------------------------------------------------------------- Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Quality Float Works, Inc. to use First Midwest Bank's cash collateral on an interim basis, through Feb. 22, 2017. The approved Budget provides for total expenses in the amount of $112,793. The expenses listed in the Budget include rent, utilities, insurance, gross payroll, First Midwest Bank Loans payments, and employee personal care, among others. A status hearing on the Debtor's use of cash collateral is scheduled on Feb. 14, 2017 at 10:00 a.m. A full-text copy of the Interim Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/QualityFloat2016_1625753_71.pdf About Quality Float Works Quality Float Works, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-25753) on Aug. 11, 2016. The petition was signed by Jason Speer, president. Judge Deborah L. Thorne presides over the case. The Debtor is a corporation that manufactures valves and floats used for level liquid controls. At the time of filing, the Debtor disclosed total assets at $481,533 and total liabilities at $1.32 million. The Debtor is represented by Robert R. Benjamin, Esq. at Golan & Christie LLP. RADIATE HOLDCO: Moody's Withdraws B2 Corp Family Rating ------------------------------------------------------- Moody's Investors Service assigned a first-time B2 Corporate Family Rating and B2-PD Probability of Default Rating (PDR) to Radiate HoldCo, LLC, the parent of RCN Telecom Services, LLC (RCN) and Grande Communications Networks LLC (Grande). Moody's has assigned a B1 instrument-level rating to the company's proposed $1.3 billion first-lien term loan and $150 million first-lien revolver. The ratings are notched higher than the CFR as we expect the company to subsequently issue unsecured notes to fund the balance of the transaction which Moody's estimates will be close to $500 million. Proceeds will be used to fund the acquisition price of approximately $2.25 billion for both RCN and Grande. At close of the transaction, all debt at both RCN and Grande will be repaid and all ratings will be withdrawn, with Radiate surviving as the sole credit entity. On Aug. 15, 2016, private equity firm TPG Capital agreed to acquire RCN and Grande in a leveraged buyout for approximately $2.25 billion, reflecting an enterprise value multiple of approximately 8x based on trailing twelve months EBITDA. Prior to the acquisition, RCN and Grande were run independently of one another but were operated by the same management team, Patriot Media. After the close of the transaction, RCN and Grande will be run as one company under the same management team. The outlook for Radiate is stable. A summary of the action: Assignments: Issuer: Radiate HoldCo, LLC Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Senior Secured Bank Credit Facility (Local Currency), Assigned B1-LGD3 Outlook Actions: Issuer: Radiate HoldCo, LLC Outlook, Assigned Stable RATINGS RATIONALE Pro forma for the acquisition, Radiate's leverage will be approximately 6.4x (Moody's adjusted) which remains within our tolerances to support a B2 CFR. Although leverage in the mid 6 times is high for a B2-rated company, Moody's expects leverage to fall below 6 times by the end of 2017. Other than a significant rise in leverage, the fundamentals of the combined entity will remain relatively unchanged. Moody's do not expect substantial synergies to be extracted in the transaction, and believe there will be no material changes in operations or market strategies. Further, the company will continue to be run by the same management team, Patriot Media, without interruption, and the capital structure of the new company will be similar to the predecessor companies - dominated by senior secured bank credit facilities. This transaction is largely a change in ownership. Radiate HoldCo, LLC's (Radiate or the company) B2 Corporate Family Rating (CFR) reflects the company's private equity ownership which poses event risk and tolerates aggressive financial policy. The company's video and phone services are also under pressure, as it competes in highly competitive markets in the Northeast, Chicago and Texas. The company has been losing video and voice subscribers with customers migrating to commercial-free, lower-cost video streaming services and substituting wireline voice with wireless mobile services. Another rating constraint is the company's moderate scale and limited market share evidenced by below average performance metrics including revenue to homes passed and Triple Play Equivalent (TPE; defined as a simple average of the company's three main product penetration rates). Supporting the rating is organic growth in its residential HSD product and commercial services business segment, driven by higher demand for bandwidth as subscribers consume more data. The growth in these parts of the business is more than fully offsetting the loss in video subscribers, providing stability to the company's customer base. Radiate's robust network positions the company well to attract and retain HSD customers, taking market share. The rating is also supported by a predictable business model that produces stable revenues, pricing power, and strong EBITDA growth. Our stable outlook assumes EBITDA growth of at least mid-single digits, leverage (Moody's adjusted) improving below 6x by the end of 2017, and approaching mid 5x by the end of 2018. Moody's also expects the company to maintain good liquidity and positive free cash flows throughout the year. In addition, Moody's expects the company to maintain its overall market share with a Triple-Play-Equivalent percentage sustained at 20% or higher. Moody's would consider a positive rating action if, on a sustained basis, leverage fell below 4.5x or if free cash flow to debt rose above 5%. A positive rating action could also be conditional on the company maintaining good liquidity and positive free cash flow, growing the scale of the company, adopting more conservative financial policies, improving its market position, strengthening its capital structure, and or improving key performance measurements. Moody's would consider a negative rating action if, on a sustained basis, leverage rose above 6.25x, free cash flow to debt fell below 0%, or the Triple-Play-Equivalent percentage fell below 20%. A negative rating action would also be considered if churn rose above historic levels, the company adopted more aggressive financial policies, or if there was a material adverse change (or possibility of change) in regulation, market position, capital structure, key performance measures, or the operating model. Based in Princeton, New Jersey, Radiate is the parent of RCN Telecom Services, LLC and Grande Communications Networks LLC. The company provides video, high-speed internet and voice services to residential and commercial customers, with operations primarily located in the Northeast, Chicago and Texas. As of June 30, 2016, the company served approximately 403 thousand video, 577 thousand HSD, and 231 thousand voice customers. Revenue for the LTM ended September 30 was more than $900 million. TPG Capital is the majority owner (at about 85%), with the remainder being owned by management and Google Capital. Executives from Patriot Media manage Radiate. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. RADIATE HOLDCO: S&P Assigns 'B' CCR on Aggressive Financial Policy ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'B' corporate credit rating to Delaware-based Radiate Holdco LLC. The outlook is stable. S&P also assigned its 'B' issue-level rating and '3' recovery rating to Radiate's proposed $1.48 billion senior secured facilities, which consist of a $150 million revolving credit facility due 2021 and a $1.33 billion term loan due 2023. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; higher end of the range) for lenders in the event of a payment default. In addition, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to Radiate's proposed $495 million senior unsecured notes issuance due 2024. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) for lenders in the event of a payment default. Radiate is the borrower acquiring Princeton, New Jersey-based cable TV overbuilder RCN and San Marcos, Texas-based cable TV overbuilder Grande. Radiate will use proceeds from the term loan, notes, and about $548 million in sponsor equity cash to fund the $2.25 billion acquisition, pay related fees and expenses, and return cash to balance sheet. "The ratings reflect an aggressive financial policy employed by private-equity sponsor TPG Capital resulting in pro-forma leverage of about 6.5x, the company's market position as a cable overbuilder (an entity that builds over an existing cable operator's network and provides customers an alternative to the incumbent) with material competition in most of its markets, modest scale, and low profitability compared with its peers," said S&P Global Ratings credit analyst William Savage. Revenue visibility from Radiate's subscription-based services, growing demand for broadband, and positive free operating cash flow (FOCF) partly offset these factors, however. S&P expects mid-single-digit EBITDA growth over the next two to three years, primarily due to higher bandwidth consumption and continued market share gains from DSL, which will offset video programming cost increases. This, combined with modest debt reduction should result in debt to EBITDA of around 6x by the end of 2017. The stable outlook reflects S&P's expectation for modest improvement in the company's credit measures over the next year, mainly because of earnings growth. S&P expects debt-to-EBITDA to be around 6x by 2017. However, S&P believes that re-leveraging is likely at some point given the aggressive financial policy employed by Radiate's private-equity owners. RECYCLING GROUP: Wants to Use Sutton Bank Cash Collateral --------------------------------------------------------- Recycling Group, Ltd., asks the U.S. Bankruptcy Court for the Southern District of Ohio for authorization to use Sutton Bank's cash collateral. The Debtor operates the real estate owned by MHM Holdings, LLC. Sutton Bank asserts a senior secured position in and to the assets owned by Debtor located at 630 Shepherd, Cincinnati, Ohio, known as RG Property, as well as a mortgage interest in the property. The Debtor tells the Court that it is merely requesting authority to use income from its operations for ordinary course expenses necessary for the preservation and operation of its business. The Debtor further tells the Court that it is not seeking authority to use those funds remaining after payment of said ordinary and necessary expenses. The Debtor contends that any Excess Funds generated will be maintained in the Debtor's DIP Account as and for adequate protection of Sutton Bank's secured claim, if any and to the extent it exists. The Debtor's proposed monthly Budget provides for total expenses in the amount of $74,600. The Debtor proposes to grant Sutton Bank with replacement liens to the same validity, extent, and priority as existed prepetition, and will provide Sutton Bank with periodic financial reporting, as well as periodic monthly interest payments. A full-text copy of the Debtor's Motion, dated Nov. 25, 2016, is available at http://bankrupt.com/misc/RecyclingGroup2-016_116bk14347_11.pdf About Recycling Group Recycling Group, Ltd., filed a chapter 11 petition (Bankr. S.D. Ohio Case No. 16-14347) on Nov. 21, 2016. The petition was signed by Michael A. Story, managing member. The case is assigned to Judge Jeffrey P. Hopkins. Recycling Group is a company located in Cincinnati, Ohio, that employs up to eight individuals in its recycling business. Michael A. Story is the managing member of Recycling Group and is the majority owner. Mr. Story is also the managing member and majority owner of MHM Holdings, LLC. MHM Holdings, a debtor in Case No. 16-14345, owns the real estate at which the Debtor operates. Recycling Group estimated assets and liabilities at $1 million to $10 million at the time of the filing. Recycling Group is represented by William B. Fecher, Esq. and Alan J. Statman, Esq., at Statman, Harris & Eyrich, LLC. REPSOL OIL: Egan-Jones Withdraws BB Sr. Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company, on Nov. 8, 2016, withdrew BB senior unsecured ratings on debt issued by Repsol Oil & Gas Canada Inc. Repsol Oil & Gas Canada Inc. is an upstream oil and gas company, incorporated in Canada and is a wholly-owned subsidiary of the Spanish integrated energy company Repsol, S.A. REVOLVE SOLAR: Fleet Staff Opposes Approval of Plan Outline ----------------------------------------------------------- Fleet Staff, Inc., asked a bankruptcy court to deny approval of the disclosure statement, which explains the Chapter 11 plan of reorganization of Revolve Solar (TX) Inc. and Revolve Solar (CA) Inc. In a filing with the U.S. Bankruptcy Court for the Western District of Texas, the company criticized the disclosure statement, saying it is "deficient." Fleet Staff complained the document does not provide information regarding the Debtors' future management, especially the identity of those who will manage and operate their business. The creditor also complained the Debtors did not disclose the amount that insiders, directors and officers will receive as compensation. "In order to determine whether the plan is feasible, the Debtors need to provide creditors with the compensation that is expected to be paid to any insiders, directors and officers," the company said. Under U.S. bankruptcy law, a company going through bankruptcy must get approval of its disclosure statement to begin soliciting votes for its Chapter 11 plan. The document must contain sufficient information to enable voting creditors to make an informed decision about the plan. Fleet Staff is represented by: Karen E. Murray, Esq. Craddock Massey LLP 1400 Post Oak Boulevard, Suite 640 Houston, TX 77056 Tel: 713-960-6400 Fax: 713-960-6401 Email: kmurray@craddockmassey.com About Revolve Solar Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. RIO MOBILE: Seeks to Hire Antonio Martinez as Legal Counsel ----------------------------------------------------------- Rio Mobile Home and R.V. Parks, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel. The Debtor proposes to hire the Law Office of Antonio Martinez, Jr., P.C. to give legal advice regarding its duties under the Bankruptcy Code, prepare a bankruptcy plan, give advice regarding any potential financing, review loan documents, and provide other legal services. The hourly rates charged by the firm are: Partners $250 Associates $175 Legal Assistants $75 Antonio Martinez, Jr., Esq., disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Antonio Martinez, Jr., Esq. Law Office of Antonio Martinez, Jr. 317 W. Nolana Ave. Ste C McAllen, TX 78504 Phone: 956-683-1090 Email: martinez.tony.jr@gmail.com About Rio Mobile Home and R.V. Parks Rio Mobile Home and R.V. Parks, Inc. is a Texas limited liability corporation that owns, develops, and manages a mobile home and R.V. park in Brownsville, Texas. Rio Mobile Home and R.V. Parks, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 16-10150) on May 10, 2016. Hon. Eduardo V. Rodriguez presides over the case. In its petition, the Debtor estimated $16,117 in assets and $1.82 million in liabilities. The petition was signed by Dean Gutierrez, president. RITA RESTAURANT: Cash Collateral Use on Interim Basis Allowed ------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Rita Restaurant Corp. and its affiliated debtors to use cash collateral on an interim basis. The Debtors' proposed Budget forecasts total disbursements in the amount of $777,800 for the week ending Nov. 23, 2016, $329,685 for the week ending Nov. 30, 2016, and $698,185 for the week ending Dec. 7, 2016. The Debtors' Prepetition Lender is granted replacement liens on all of the Debtors' assets that constituted collateral of the Prepetition Lender as of the Petition Date. An additional hearing on the Debtor's use of cash collateral is scheduled on Nov. 30, 2016 at 2:00 p.m. The deadline for the filing of objections to the Debtor's use of cash collateral is set on Nov. 28, 2016 at 12:00 p.m. A full-text copy of the Interim Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/RitaRestaurant2016_1652272rbk_196.pdf About Rita Restaurant Corp. Rita Restaurant Corp. and its affiliates operate full service, casual dining restaurants, consisting of 16 Don Pablo's Mexican Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery restaurant, located in 10 states in the United States. Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock, Texas in 1985. The menu features Tex-Mex items, salsa, tortillas and sauces and a range of other Mexican specialties. At one time, the chain had as many as 120 location throughout the United States making it the second largest full service Mexican restaurant chain in the United States during the late 1990s. Hops is a casual dining restaurant that offers fresh, made from scratch menu items in a relaxed atmosphere featuring signature dishes that are created from high-quality, fresh ingredients, prepared in a display style kitchen that allows the customer to view the cooking process. Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops Operating, LLC, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52272) on Oct. 4, 2016. The petitions were signed by Peter Donbavand, vice president. The cases are assigned to Judge Ronald B. King. The Debtors are represented by John E. Mitchell, Esq. and David W. Parham, Esq. Rita Restaurant estimated assets and liabilities in the range of $1 million to $10 million. ROBERT M. PENDERGRAFT: Wife to Pay Unsecureds 50% Over 60 Months ---------------------------------------------------------------- Jane M. Pendergraft filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement with respect to the Debtor's plan of reorganization dated Nov. 14, 2016. Class 4 will consist of all allowed unsecured claims. This class consists of that portion of the IRS' claim that is not allowed as a secured claim and is not allowed as a priority claim. This class also consists of all other holders of allowed unsecured claims against the Debtor that are either the Debtor's separate debts or community debts of debtor Robert L. Pendergraft and the Debtor that the Debtor has agreed to share equal responsibility for with Mr. Pendergraft. The Debtor will pay the holders of allowed Class 4 Claims that she has agreed in her divorce settlement agreement with Mr. Pendergraft to pay as her separate obligations, 50% of the allowed amount of the Class 4 Claims, a pro rata share in cash, in full, in equal monthly payments, over a period of 60 months from the Effective Date. To the extent that Mr. Pendergraft fails to pay the holders of allowed Class 4 Claims that were community debts that he agreed to pay on behalf of the Debtor, the Debtor will pay a sum equal to the amount remaining of her disposable income as determined by the Court in equal monthly installments over a period of 60 months from the Effective Date and seek those amounts paid from Mr. Pendergraft. The Debtor has entered into an agreement with Mr. Pendergraft acknowledging their respective separate property, dividing the community property, acknowledging the separate debts, and dividing responsibility for payment of the community debts as between them. That agreement will be modified to take into account certain corrections that the parties' counsel have recently discovered, most notably the fact that the homestead is not community property, but rather is separate property of each of the Debtors, 50/50. The Debtor and Mr. Pendergraft will keep their respective 1/2 interests, but the Debtor's 1/2 interest will be subject to the Debtor's deed of trust purchase money lien. The Debtor will assume sole responsibility for the payment of the monthly payments under the Plan to Citimortgage on the allowed amount of its Class 1 Claim. RLP will remain liable for one-half of the allowed amount of the Class 1 Claim. Also under that agreement, Mr. Pendergraft has agreed to pay any taxes, penalties and interest to the IRS and indemnify the Debtor for any amount she may have to pay. The Debtor has filed an objection to the proof of claim, as amended, of the IRS and an adversary proceeding against the IRS seeking a determination of the validity and extent of the IRS' lien against the homestead and contesting the underlying claim for the taxes, penalties, and interest as to the Debtor. The Debtor contends that she is entitled to status as an "innocent spouse" and as such does not owe any tax obligation to the IRS except for the 2015 tax year. The Debtor will seek a determination of the fair market value of the homestead in connection with confirmation of the Plan. The determination of the fair market value of the homestead will be used in conjunction with the determination of the allowed amount of the Class 1 Claim, to determine the allowed amount of the Class 2 Claim. This is because the secured portion of the IRS' Claim must be calculated by taking the fair market value of the homestead, dividing that amount in half to account for each of the Joint Debtors' one-half separate property interest in the homestead, subtracting one-half of the allowed amount of Citimortgage's Class 1 Claim from each of the Joint Debtors' one-half interest in the homestead, and then subtracting the principal and interest balance of the Debtor's second lien note from Mr. Pendergraft's one-half interest in the homestead. The IRS' collateral securing its lien against Mr. Pendergraft's one-half interest is only the equity remaining after the prior Class 1 Claim and the Debtor 's lien claim. The Debtor will use the net income from her psychotherapy practice to fund payment of her 2015 tax obligation and the Plan payments to the holders of allowed Class 4 Claims under the Plan. The Disclosure Statement is available a: http://bankrupt.com/misc/txsb16-33506-85.pdf The Plan was filed by the Debtor's counsel: Matthew B. Probus, Esq. WAUSON - PROBUS One Sugar Creek Center Boulevard, Suite 880 Sugar Land, Texas 77478 Tel: (281) 242-0303 Fax: (281) 242-0306 E-mail: mbprobus@wplaw.com Jane M. Pendergraft and Debtor Robert L. Pendergraft were married on or about May 28, 1988. Mr. Pendergraft is an attorney practicing primarily in the areas of commercial litigation and mediation. During most of their marriage, Mrs. Pendergraft worked part-time and took care of the household and the couples' children. Mrs. Pendergraft is a licensed clinical social worker with a private practice. Robert L. Pendergraft and Jane M. Pendergraft filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-33506) on July 12, 2016. William P Haddock, Esq., at Pendergraft & Simon serves as the Debtor's bankruptcy counsel. ROBERT ROXBERRY: Court Denies Approval of Plan Outline ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, reasons stated on the record at the hearing on November 9, denied the disclosure statement, which explains the Chapter 11 plan of reorganization proposed by Robert Joel and Clarissa Barbara Roxberry. Under U.S. bankruptcy law, a debtor must get court approval of its disclosure statement to begin soliciting votes from creditors. The document must contain adequate information to enable creditors to make an informed decision about the bankruptcy plan. The Debtors' restructuring plan proposes to pay claims of general unsecured creditors in full in monthly installments. About The Roxberrys Robert Joel and Clarissa Barbara Roxberry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D, Fla. Case No. 16-12454) on February 23, 2016. The Debtors are represented by David Lloyd Merrill, Esq., at Merrill P.A. ROGER LEE HAYES: Unsecureds To Get $14,000 Under Plan ----------------------------------------------------- Roger Lee Hayes and Sherry Kay Hayes filed with the U.S. Bankruptcy Court for the District of Arizona a first amended disclosure statement referring to the Debtors' plan of reorganization. Class 6 General Unsecured Claimants will receive quarterly distributions under the Plan on a pro rata basis, commencing in the month following payment in full of administrative and priority claims. The Debtors will fund the Plan by making monthly payments from their excess cash flow in an amount sufficient to fund the value of the Debtor's liquidation equity. The Debtors estimate that approximately $14,000 will be available for distribution to General Unsecured Creditors and that payment will commence in the fourth year of the Plan. Class 6 is impaired. Unsecured claims total $281,417.55. The Plan will be funded by the Debtors' post-petition earnings and liquidation of exempt assets. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb15-15409-83.pdf The Plan was filed by the Debtors' counsel: Pernell W. McGuire, Esq. M. Preston Gardner, Esq. DAVIS MILES MCGUIRE GARDNER 40 E. Rio Salado Parkway, Suite 425 Tempe, AZ 85281 Tel: (480) 733-6800 Fax: (480) 733-3748 E-mail: pmcguire@davismiles.com pgardner@davismiles.com efile.dockets@davismiles.com Roger Lee Hayes and Sherry Kay Hayes filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-15409) on Dec. 4, 2015. ROKWADER INC: Insufficient Capital Raises Going Concern Doubt ------------------------------------------------------------- Rokwader, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $26,309 on $1.97 million of net revenue for the three months ended September 30, 2016, compared to a net loss of $341,437 on $1,524 of net revenue for the same period in 2015. For the nine months ended September 30, 2016, the Company recorded a net loss of $362,654 on $3.42 million of net revenue, compared to a net loss of $634,107 on $2,228 of net revenue for the same period last year. The Company's balance sheet at September 30, 2016, showed total assets of $12.68 million, total liabilities of $1.48 million, and a stockholders' equity of $11.20 million. The Company's financial statements have been presented on the basis that it will continue as a going concern. Although, the Company has commenced operations, it has not generated significant revenues from operations to date. The Company has an accumulated deficit of $2,603,067 as of September 30, 2016. To the extent that the Company's capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources of, such additional financings and the Company does not anticipate that existing shareholders will provide any portion of the Company's future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company and raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at: https://is.gd/lGl6w7 Rokwader, Inc., engages in the music publishing business in the United States. The company, through its subsidiary, Latigo Shore Music, Inc., is involved in copywriting musical compositions written by various songwriters and composers. The company also provides car wash services. ROOSEVELT UNIVERSITY: Moody's Lowers Rating on $180MM Bonds to Ba1 ------------------------------------------------------------------ Moody's Investors Service has downgraded Roosevelt University's $180 million Series 2009 revenue bonds to Ba1 and $45 million Series 2007 revenue bonds to Ba2. Both series of bonds were previously rated Baa3 and were issued by the Illinois Finance Authority. The outlook remains negative. The downgrade reflects the university's weakening financial position driven by a second consecutive year of double-digit enrollment declines that will have a lasting impact on already weak operations and insufficient debt service coverage given heavy reliance on student-related income and very high fixed costs and financial leverage. The ratings also incorporate the university's adequate liquid reserves giving it time to implement new enrollment strategies and adjust expenses. Both series of bonds have a security interest in gross revenues. In addition, the Series 2009 bonds are secured by a mortgage in marketable real estate in downtown Chicago and have a reserve fund leading to a one-notch higher rating compared to the Series 2007 bonds that do not have the additional security. Rating Outlook The negative outlook reflects significant instability in student demand for a highly tuition dependent university, confronting two consecutive years of deep enrollment declines that will have a lasting effect on revenue growth absent a strong rebound in spring enrollment. The outlook also incorporates our expectation that the university will realize a large bequest of $25 million in the near future. Factors that Could Lead to an Upgrade Consistently generating cash flow from operations to cover debt service with some cushion Strengthened student demand with sustained revenue growth Significant increase in spendable cash and investments relative to debt Factors that Could Lead to a Downgrade Deepening operating deficits or inability to improve operating performance over a longer time period Failure to grow student charges revenue after FY 2017 A material erosion of the university's liquidity position Legal Security The bonds are a general obligation, secured by the university's gross revenues. The Series 2009 bonds have a cash-funded debt service reserve fund (DSRF) equal to average annual debt service and a mortgage pledge on most of the university's Chicago campus property for the benefit of the Series 2009 bondholders. There is an additional bonds test. The Series 2007 bonds do not have a DSRF and do not include a mortgage pledge. Deterioration of the university's credit profile could result in further differentiation of the ratings between the two series of debt that would move the rating of the Series 2007 bonds further below that of the Series 2009 bonds. Obligor Profile Founded in 1945, Roosevelt University is a moderate sized private university offering undergraduate, graduate, and professional degree programs at its campuses in downtown Chicago and in Schaumburg, a northwest suburb of Chicago, and on online. Methodology The principal methodology used in this rating was Global Higher Education published in November 2015. ROOT9B TECHNOLOGIES: Incurs $5.09 Million Net Loss in Third Quarter ------------------------------------------------------------------- Root9B Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.09 million on $8.57 million of net revenue for the three months ended Sept. 30, 2016, compared to a net loss of $4.02 million on $6.63 million of net revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $13.16 million on $25.90 million of net revenue compared to a net loss of $4.44 million on $24.12 million of net revenue for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Root9B had $31.05 million in total assets, $13.82 million in total liabilities, and $17.22 million in total stockholders' equity. "The Company will need to raise additional funds in order to fund operations. Financing transactions, may include the issuance of equity or debt securities, and obtaining credit facilities, or other financing mechanisms. However, if the trading price of our common stock declines, or if the Company continues to incur losses, this could make it more difficult to obtain financing through the issuance of equity or debt securities. Furthermore, if we issue additional equity or debt securities, stockholders will likely experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional financing may restrict our ability to grow and may affect operations of the Company, its ability to retain and hire critical staff and revenue producing sub-contractors, and will raise substantial doubt about our ability to continue as a “going concern," the Company said in the SEC filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/2HpAul About Root9B Root9B Technologies, Inc., is a provider of cyber-security, business advisory services principally in regulatory risk mitigation, and energy and controls solutions. Root9B reported a net loss of $8.33 million in 2015 following a net loss of $24.43 million in 2014. RURAL/METRO CORP: Ariz. Woman Seeks Court OK to Prosecute Claim --------------------------------------------------------------- William Gorta, writing for Bankruptcy Law360, reported that an Arizona woman who says she was sexually assaulted by an employee of a Rural/Metro Corp. subsidiary has asked the Delaware bankruptcy court to allow her to prosecute her claim for prepetition injury after an Arizona state judge declared her a "known creditor," which required the company to notify her of its bankruptcy petition. Rural/Metro moved in September 2016 for an order enforcing a discharge injunction and to enjoin five separate plaintiffs, including the Arizona woman, from prosecuting postpetition actions for their prepetition injuries. About Rural/Metro Corp Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911-emergency and non-emergency interfacility ambulance services and private fire protection services. Rural/Metro was acquired in 2011 in a leveraged buyout by Warburg Pincus LLC as part of a transaction valued at $676.5 million. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, in Wilmington, Delaware. Debt included $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There was $312.2 million owing on two issues of 10.125% senior unsecured notes. The Debtors' lead bankruptcy attorneys were Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, served as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., were the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order allowed the Debtors to access $40 million of the DIP facility. The Debtors filed a reorganization plan largely worked out before the Chapter 11 filing. Existing shareholders were to receive nothing in the plan. Rural/Metro won confirmation of its First Amended Joint Chapter 11 Plan of Reorganization on Dec. 17, 2013. The Plan was declared effective, and Rural/Metro and its affiliates emerged from bankruptcy protection on Dec. 31 that year. The Plan enabled unsecured noteholders to become controlling stockholders. Unsecured noteholders owed $312.2 million took all the new preferred stock and 70% of the common stock in return for a $135 million equity contribution through a rights offering. RYAN EXCAVATING: Dec. 20 Status Hearing on Plan, Disclosures ------------------------------------------------------------ Judge Jacqueline Cox of the U.S. Bankruptcy for the Northern District of Illinois will convene on December 20, 2016, at 10:00 a.m., a status hearing on Ryan Excavating LLC's plan and disclosure statement. Judge Cox gave the Debtor until November 14 to file a Plan and Disclosure Statement. The Debtor and its counsel said they have begun drafts of both the Plan and Disclosure Statement, but have not yet sent those drafts to the U.S. Trustee or Creditors for comment. The Debtors believe that inviting comments prior to filing will ultimately reult in moving the case to a favorable conclusion. About Ryan Excavating Ryan Excavating LLC filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-12921) on April 15, 2016, is represented by Richard G. Larsen, Esq., at Springer Brown, LLC, in Wheaton, Ill., and estimated its assets and liabilities at less than $1 million at the time of the filing. The petition was signed by Ryan Bright, president. The case judge is Judge Jacqueline P. Cox. SAEXPLORATION HOLDINGS: To Present at Jefferies Global Conference ----------------------------------------------------------------- SAExploration Holdings, Inc., announced that Brent Whiteley, CFO and general counsel, and Ryan Abney, vice president of finance, will participate in the Jefferies Global Energy Conference in Houston, TX on Tuesday, Nov. 29, 2016. SAE is scheduled to present at 3:30 p.m. local time. A copy of the presentation materials will be made available on the Investors section of SAE's Web site at http://www.saexploration.com/ About SAExploration Holdings, Inc. SAExploration Holdings, Inc., and its subsidiaries are internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones between land and water, and offshore in depths reaching 3,000 meters, the Company offers a full-suite of logistical support and in-field data processing services. The Company operates crews around the world that are supported by over 29,500 owned land and marine channels of seismic data acquisition equipment and other leased equipment as needed to complete particular projects. SAExploration reported a net loss attributable to the Corporation of $9.87 million in 2015 following a net loss attributable to the Corporation of $41.8 million in 2014. As of Sept. 30, 2016, SAExploration had $214.41 million in total assets, $153.51 million in total liabilities and $60.90 million in total stockholders' equity. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. In September 2016, Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. SEACREST EQUITIES: Disclosures Okayed; Plan Hearing on Jan. 11 -------------------------------------------------------------- The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York has approved Seacrest Equities LLC's amended disclosure statement filed on Nov. 4, 2016, referring to the Debtor's amended plan of reorganization filed on Nov. 4, 2016. The hearing on the confirmation of the Plan will be held on Jan. 11, 2017, at 2:00 p.m. Dec. 28, 2016, is fixed as the last day for filing and serving written objections to confirmation of the Plan. Dec. 28 at 5:00 p.m. is fixed as the last day for submitting written acceptances or rejections to the Plan. Ballots are due by Dec. 28, 2016, at 5:00 p.m. The Debtor's counsel will file by Jan. 9, 2017, a summary of ballots and certification of vote. The Debtor's Amended Disclosure Statement dated November 4, 2016, a full-text copy of which is available at: http://bankrupt.com/misc/nyeb16-43956-25.pdf provides that General Unsecured Claims, which total approximately $1,191,529, including $1,083,429 of wholly under-secured lien creditors, and $108,500 of general unsecured claims, will be paid of available cash up to Allowed Amount of Class 8 Claims, plus interest at the Legal Rate after payment of administration claims, unclassified tax claims, Class 1, 2, 3, and 4 Claims. If less than $25,000 is available for Class 5 Claims after payment of senior claims, then each Holder of a General Unsecured Claim will be paid its pro-rata share of a $25,000 distribution fund. To the extent necessary, the fund will be funded by the Class 2 Claimant - Grasmere Notebuyer LLC. The Class 2 Claimant and Randall Funding as Class 4 Claimant, will not be entitled to a Class 5 Claim but shall retain their rights to vote as a class 8 Claimant. To emerge from bankruptcy, the Debtor intends to retain a broker and auction the Property located at 12 Seacrest Drive, in Huntington, New York, under the Plan. About Seacrest Equities Seacrest Equities LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-43956) on Sept. 1, 2016. The petition was signed by Lorenzo Deluca, managing member. The case is assigned to Judge Carla E. Craig. At the time of the filing, the Debtor disclosed $1.5 million in assets and $4.54 million in liabilities. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, serves as the Debtor's bankruptcy counsel. SEARS HOLDINGS: EVP Jeffrey Balagna Quits ----------------------------------------- Mr. Jeffrey Balagna, executive vice president of Sears Holdings Corporation, will be departing from his position with the Company, effective as of Nov. 30, 2016, in order to focus on his other business interests and pursue other career opportunities, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of July 30, 2016, Holdings had $10.61 billion in total assets, $13.30 billion in total liabilities and a total deficit of $2.69 billion. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SECURED ASSETS: Wants to Continue Using Cash Through Jan. 31 ------------------------------------------------------------ Secured Assets Belvedere Tower, LLC, asks the U.S. Bankruptcy Court for the District of Nevada for authorization to continue using cash collateral. The Debtor contends it has entered into a stipulation with its secured creditor, Belvedere Debt Holdings, LLC, in which they agree that the Debtor may continue to use cash collateral in the ordinary course of business to pay the ordinary and necessary expenses reflected in the proposed Budget, for the period Dec. 1, 2016 to Jan. 31, 2017, with the exception that attorneys' fees may not be paid by the Debtor in accordance with the proposed Budget pending further order of the Court. The Debtor's proposed Budget provides for total operating expenses in the amount of $89,887 for November 2016, $135,360 for December 2016, and $104,560 for January 2017. A full-text copy of the Debtor's Motion, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/SecuredAssets2016_1651162gwz_112.pdf About Secured Assets Belvedere Tower Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19, 2016. The petition was signed by Gregg Smith. The Debtor is represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at Davis Graham & Stubbs LLP. The case is assigned to Judge Gregg W. Zive. The Debtor, a single asset real estate company, disclosed total assets at $20.4 million and total liabilities at $18.5 million. SEOUL PRESBYTERIAN: Unsecureds To Be Fully Paid at 4.5% for 60 Mos ------------------------------------------------------------------ Seoul Presbyterian Church filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a disclosure statement referring to the Debtor's plan of reorganization. Under the Plan, Class 4 -- which includes all other unsecured creditors -- will be paid in full at 4.5% interest in monthly distributions of $993.32 each month for 60 months starting on the 25th day of the first month following the effective date of the Plan. The total of all unsecured claims is $53,280.48. The Debtor said the 400 members of its congregation have been kept apprised of all developments in this Chapter 11 proceeding and are committed to the church's survival. The Elders, Deacons, and Pastors have discussed the financial obligations the church is undertaking in its Chapter 11 Plan, and have committed themselves to increasing their beneficial donations so much as necessary to fund it. In addition, several individual church members have committed themselves to making extraordinarily large contributions to help with the $300,000 payment due Zion on the effective date of the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/vaeb16-10983-79.pdf Headquartered in Fairfax Station, Virginia, Seoul Presbyterian Church filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-10983) on March 18, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Gun Ho Choi, trustee. Judge Brian F. Kenney presides over the case. Richard G. Hall, Esq., at Richard G. Hall serves as the Debtor's bankruptcy counsel. SEVENTY SEVEN: Reports $36.5M Net Loss in Sept. 30 Quarter ---------------------------------------------------------- Seventy Seven Energy Inc., which emerged from Chapter 11 protection in August 2016, reported a net loss of $36,528,000 for the two months ended Sept. 30, 2016, on revenues of $79,656,000. As of Sept. 30, 2016, the Company had total assets of $972,953,000 against total current liabilities of $69,271,000 and total long-term liabilities of $425,222,000. The two months ended Sept. 30 refers to the Company's post-emergence operations. SSE said it registered a net loss of $11,640,00 for the one-month period ended July 31, 2016 -- while it was under bankruptcy protection. SSE also disclosed that for the three months ended Sept. 30, 2015, its predecessor company posted a net loss of $48,530,000 on total revenues of $213,541,000. The Delaware Bankruptcy Court on July 14, 2016, issued an order confirming the Joint Pre-packaged Plan of Reorganization of the Debtors. On August 1, 2016, the Plan became effective pursuant to its terms and the Debtors emerged from their Chapter 11 cases. The Plan contemplated that the Company continue its day-to-day operations substantially as previously conducted and that all of its commercial and operational contracts remained in effect in accordance with their terms preserving the rights of all parties. The significant elements of the Plan included: -- payment in full in the ordinary course of all trade creditors and other general unsecured creditors; -- the exchange of the full $650.0 million of the 2019 Notes into 96.75% of new common stock issued in the reorganization; -- the exchange of the full $450.0 million of the 2022 Notes for 3.25% of the New Common Stock as well as warrants exercisable for 15% of the New Common Stock at predetermined equity values; -- the issuance to existing common stockholders of two series of warrants exercisable for an aggregate of 20% of the New Common Stock at predetermined equity values; -- the maintenance of the Company's $400.0 million existing secured Term Loan while the lenders holding Term Loans (i) received (a) payment of an amount equal to 2% of the Term Loans; and (b) as further security for the Term Loans, second-priority liens and security interests in the collateral securing the company's New ABL Credit Facility, which collateral, together with the existing collateral securing the Term Loans and Tranche A Incremental Term Loans, is governed by an inter-creditor agreement among the applicable secured parties; and (ii) continued to hold Term Loans under the Term Loan Credit Agreement, as amended to reflect, among other modifications, the reduction of the maturity date of the Term Loans by one year and an affirmative covenant by the Company to use commercially reasonably efforts to maintain credit ratings for the Term Loans; and -- the payment of a consent fee equal to 2% of the Incremental Term Loan plus $15.0 million of the outstanding Incremental Term Loan balance, together with the maintenance of the remaining $84.0 million balance of the Incremental Term Loan on identical terms other than the suspension of any prepayment premium for a period of 18 months. The Plan effectuated, among other things, a substantial reduction in the Company's debt, including $1.1 billion in the aggregate of the face amount of the 2019 Notes and 2022 Notes. In accordance with the Plan, on the Effective Date, the Company issued an aggregate of 22,000,000 shares of New Common Stock to the holders of the 2019 and 2022 Notes. On June 8, 2016, in connection with the filings of the Bankruptcy Petitions, the Company, with certain of subsidiaries as borrowers, entered into a senior secured debtor-in-possession credit facility with total commitments of $100.0 million. On the Plan Effective Date, by operation of the Plan, the DIP Facility was amended and restated, and the outstanding obligations pursuant thereto were converted to obligations under a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the Bankruptcy Court to be in the range of $700 million to $900 million. The Company used the high end of the Bankruptcy Court-approved enterprise value -- $900 million -- as estimated enterprise value. A copy of the earnings report on Form 10-Q is available at https://is.gd/GA63Vd In a November statement, Moody's Investors Service said it has assigned a Caa1 rating on Seventy Seven Operating LLC's senior secured 1st lien term loan due 2020. Seventy Seven Operating is the primary operating subsidiary of Seventy Seven Energy Inc. SSO has a Corporate Family Rating of Caa1 from Moody's. In a September statement, Moody's explained SSO's Caa1 Corporate Family Rating. The agency said the rating reflects SSO's "exposure to the highly cyclical oil and natural gas land drilling and hydraulic fracturing activities, high revenue concentration with Chesapeake Energy Corporation (Caa2, positive), and a moderately leveraged capital structure following the recent restructuring of the company's parent, SSE. The rating is supported by contracts on its fleet of land drilling rigs and pressure pumping spreads that provide a measure of revenue visibility in 2017, however margins will likely remain weak as contracts priced well-above current market rates roll off through 2017 in an oversupplied market leading to additional pricing erosion -- evidenced by the large number of idled rigs the company has that are under contract. Additional support to the rating is provided by the company's broad geographic footprint in the onshore US and good service line diversification, relative to similarly rated peers." "Moody's views SSO's liquidity as adequate through 2017, supported primarily by cash on the balance sheet following completion of the company's restructuring and an undrawn $100 ABL revolving credit facility. The ABL facility is governed by a springing fixed charge covenant that is activated when availability drops to less than 12.5% of the borrowing base. Required coverage is 1.0x, which the company should be able to comfortably meet although utilization is not expected to reach a point that the covenant would become activated through 2017. The senior secured term loan matures in 2020, there are no other maturities prior to that." S&P Global Ratings, another ratings firm, assigned a 'CCC+' corporate credit rating on SSE following the Company's Chapter 11 exit. S&P said in an August statement it views SSE's business risk as vulnerable. S&P continues to assess SSE's financial risk profile as highly leveraged, reflecting funds from operations (FFO) to debt of less than 5% this year, although credit metrics have improved as a result of the $1.1 billion reduction in debt. S&P views SSE's liquidity as adequate. About Seventy Seven Energy Seventy Seven Operating LLC (SSO) is the primary operating subsidiary of Seventy Seven Energy Inc. (SSE), a privately held oilfield services company based in Oklahoma City, OK. SSE, through SSO and its subsidiary companies owns and operates drilling rigs, pressure pumping equipment and other oilfield services assets and operates primarily in the Midcontinent and the Permian, Haynesville, Eagle Ford and Appalachian basins. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein handled the Chapter 11 cases. SIRGOLD INC: Seeks Cash Use Extension Until Dec. 31 --------------------------------------------------- Sirgold, Inc. submitted to the U.S. Bankruptcy Court for the Southern District of New York the Supplemental Declaration of Avnissh Patel, to support the Debtor's application for the use of cash collateral in which Unity Bancorp, Inc. may have an interest. Mr. Patel, the Debtor's president, relates that the Debtor was previously authorized to use cash collateral in an amount of up to $21,000 on an emergency basis, for the period November 15, 2016 through November 29, 2016. The Debtor seeks to use cash collateral from November 30, 2016 to December 31, 2016, in an amount not to exceed $41,251.40, in accordance with its proposed Budget. Mr. Patel believes that Unity Bancorp is the only entity that has an interest in the cash collateral. He tells the Court that Unity Bancorp has a first priority lien, mortgage and security interest against the condominium unit located at 62 West 47th Street, Unit 309/A, New York, New York. He further tells the Court that the Property serves as the Debtor's principal place of business. Mr. Patel adds that he and his wife executed and delivered a personal guaranty to Unity Bancorp with respect to the mortgage, which had an approximate balance of $377,000 as of the Petition Date. Mr. Patel says that the Debtor obtained mortgage financing from Unity Bancorp in the principal amount of $210,000. The mortgage was against the Debtor's real property located at 22 Meridian Road, Unit 11 Edison, New Jersey. Mr. Patel further says that he and his wife are guarantors of the loan, and that Unity Bancorp has a first priority mortgage, security interest and lien on the NJ Property. The current balance due on the mortgage against the NJ Property is approximately $134,000. Mr. Patel relates that the Debtor's records reflect existing receivables of approximately $2,000,000 as of the Petition Date. He further tells the Court that a portion of the receivables, estimated at approximately $400,000, have been past due for well over 120 days. He believes that it would be difficult to collect receivables aged for this long. Mr. Patel further relates that approximately $1,600,000 of current accounts receivable are collectible, and that the filing of the involuntary case has had the immediate effect of delaying collections. Mr. Patel contends that in order to adequately protect against any diminution in the value of any cash collateral utilized by the Debtor during the Interim Period, the Debtor will grant Unity Bancorp a valid, binding, enforceable and continuing replacement lien and security interest in and on any and all real and personal property of the Debtor and proceeds thereof, to the same extent, validity, and priority held by Unity Bancorp on the Petition Date. Mr. Patel further contends that the Debtor ordinarily generates approximately $250,000 per month in new sales, which are sufficient in amount to adequately protect Unity for the Debtor's use of cash collateral during the Interim Period. A full-text copy of the Supplemental Declaration of Avnissh Patel, dated November 23, 2016, is available at http://bankrupt.com/misc/SirgoldInc2016_1612963scc_20.pdf The case is IN RE: Sirgold, Inc. (Bankr. S.D.N.Y. Case No. 16-12963-scc) SPECTRA ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company on Nov. 9, 2016, upgraded the senior unsecured ratings on debt issued by Spectra Energy Corp. to BB+ from BB. Headquartered in Houston, Texas, Spectra Energy Corp operates in three key areas of the natural gas industry: transmission and storage, distribution, and gathering and processing. SPI ENERGY: Appoints Weibo's Liang as CFO ----------------------------------------- SPI Energy Co., Ltd. announced that effective Nov. 17, 2016, Mr. Guanning Liang is appointed as the Company's chief financial officer. Mr. Liang replaces Mr. Tairan Guo, who has served as the Company's interim CFO since March 2016. Mr. Guo will continue to serve as vice president overseeing the Company's green power consumption business and power plant assets within Meicheng Power, a subsidiary of the Company, to further develop and implement the Company's investment, asset management and M&A strategies. "I would like to thank Mr. Tairan Guo for his outstanding contributions and leadership during his tenure in achieving critical initiatives after successful up-listing from OTC to Nasdaq Global Select, we look forward to continuing to work with him," said Xiaofeng Peng, chairman and chief executive officer of SPI Energy. "Mr. Liang is an accomplished executive with significant financial expertise and experience in leading U.S.-listed public companies. I am excited to welcome him on board and looking forward to working closely with him to further improve corporate governance, financial management, SEC reporting, and investor relations." Mr. Liang brings a wealth of leadership experience to SPI Energy, with over 14 years of expertise in finance and auditing. Mr. Liang joined the Company from Weibo Corporation (NASDAQ: WB) where he has served as finance director since 2015. Previously, Mr. Liang was finance director at Sina Corporation (NASDAQ: SINA) from 2012 to 2015, financial controller at China Mass Media Corp. from 2011 to 2012, and Finance Manager of GCL-Poly, a company listed on the Stock Exchange of Hong Kong, and Senior Finance Manager of its subsidiary GCL Solar from 2008 to 2010. Prior to that, Mr. Liang has over six years' experience in KPMG China and Singapore Offices from 2002 to 2008, and his last position with KPMG is audit manager. Mr. Liang received his bachelor's degree in management from Sun Yat-Sen University in 2002 and is a Fellow member of Chartered Certified Accountant, or FCCA. Amends Current Report Meanwhile, SPI Energy filed with the Securities and Exchange Commission an amended Form 6-K to correct a clerical error in the Form 6-K dated Aug. 31, 2016. That Form 6-K was amended replacing the reference to "US$1,1018.25" in the third paragraph on page three thereof with the text "US$1,018.25." SPI Energy previously announced that SPI Solar, Inc., a wholly owned subsidiary of the Company, entered into a definitive agreement on Aug. 30, 2016, to sell certain of its shares of stock of EnSync, Inc., a Wisconsin corporation. Pursuant to the Share Purchase Agreement, SPI Solar agrees to sell 8,000,000 shares of the common stock, 7,012 shares of the C-1 preferred stock and 4,341 shares of the C-2 preferred stock of EnSync, Inc. for an aggregate purchase price of US$17 million. The Share Transfer is subject to customary closing conditions. SPI Solar will receive US$8.5 million upon the completion of the Share Transfer with the remainder of the purchase price to be paid by the purchaser within six months following the closing date. Under the same agreement, SPI Solar agrees that in the event any of the C-1 preferred stock or C-2 preferred stock subject to the Share Transfer is not converted into common stock of EnSync, Inc. within six months following the closing date, the purchaser shall (i) be released from the obligations to pay the unpaid portion of the consideration and (ii) have the right to request SPI Solar to repurchase such C-1 preferred stock and C-2 preferred stock at a price of US$1,018.25 per share of preferred stock, plus an uncompounded 10% annual interest. The amount of the repurchase price shall be deducted the amount of the unpaid portion of the purchase price. About SPI Energy Co., Ltd. SPI Energy Co., Ltd., (As successor in interest to Solar Power, Inc.), is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/,which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, SPI Energy had $710 million in total assets, $493 million in total liabilities and $216.6 million in total stockholders' equity. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its subsidiaries have suffered significant losses from operations and have a negative working capital as of Dec. 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. These factors raise substantial doubt about the Group's ability to continue as a going concern. STEELCORE CAPITAL: Unsecureds To Recoup 100% Under Plan ------------------------------------------------------- Steelcore Capital Master Fund, L.P., and Steelcore Capital, LP, filed with the U.S. Bankruptcy Court for the Southern District of New York a joint disclosure statement referring to the Debtors' joint Chapter 11 liquidating plan dated Nov. 16, 2016. Class 2 General Unsecured Claims include the allowed unsecured claims of Steinberg Trust and Ziosite, each in the amount of $1,475,000, respectively, whose claims, and payment thereon, are governed exclusively by a settlement agreement. The Debtors will pay to each holder of a Class 2 General Unsecured Claim 100% of the amount of their allowed claim, without interest, in cash form the plan distribution fund on the Effective Date or as soon thereafter as is practicable, in full and final satisfaction of its claims as against the Debtors. The Debtors believe Class 2 Claims, including the settlement payment to Steinberg Trust and Ziosite totaling $2,950,000 paid under the settlement agreement, total $3,002,973.49. Since Class 2 Claims are not receiving interest on their allowed claim, Class 2 Claims are Impaired under the Plan and are allowed to vote on the Plan. Under the settlement agreement, Steinberg Trust and Ziosite are deemed to vote their Class 2 Claims in favor of the Plan. The Plan will be solely funded with the plan distribution fund, which will be held pursuant to Section 345 of the U.S. Bankruptcy Code and distributed by DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in accordance with the terms of the Plan. The cash required to be distributed to holders of allowed claims under the Plan will be distributed by the disbursing agent on the later of these dates: (i) on, or shortly after, the later of the Effective Date to the extent the claim has been allowed or (ii) to the extent that a claim becomes an allowed claim after the Effective Date, within ten days after the order allowing the claim becomes a final court order. The plan distribution fund has been established and will be distributed in accordance with the Plan. The Debtors filed an estimated plan distribution analysis showing the following: Cash on hand $3,695,817.81 LESS Plan Distributions: Admin Claims $1,415.00 US Trustee Fees $10,725.00 Professional Fees $160,500.00 Unsecured Claims $3,002,973.49 Post Confirmation Reserve $2,500.00 Return To Equity $517,704.32 TOTAL $3,695,817.81 The Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-11936-48.pdf The Plan was filed by the Debtors' counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, New York 10528 Tel: (914) 681-0200 E-mail: jsp@ddw-law.com About SteelCore Capital SteelCore Capital Master Fund, L.P., and SteelCore Capital, LP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y Case Nos. 16-11936 and 16-11937) on July 5, 2016. The petition was signed by Joseph Stechler, managing member of SteelCore Capital GP LLC, general partner. The Debtors hired DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as counsel. EisnerAmper, LLP, serve as the Debtors' accountants. The case is assigned to Judge Mary Kay Vyskocil. At the time of the filing, the Debtors estimated their assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. STEVEN PHILLIPS: Disclosures Okayed; Plan Hearing on Dec. 20 ------------------------------------------------------------ The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of Arizona has approved Steven Phillips and Geralyn Phillips' disclosure statement referring to the Debtor's plan of reorganization. The hearing to consider confirmation of the Plan will be held on Dec. 20, 2016, at 10:00 a.m. Steven Phillips filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 11-13669) on May 11, 2011. The Debtors are represented by: Blake D. Gunn, Esq. LAW OFFICE OF BLAKE D. GUNN P.O. Box 22146 Mesa, Arizona 85277 Tel: (480) 270-5073 Fax: (480) 393-7162 E-mail: Blake.Gunn@gunnbankruptcyfirm.com SUNDEVIL POWER: To Wind Down Remaining Assets Under Plan -------------------------------------------------------- Sundevil Power Holdings, LLC, and SPH Holdco LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 plan and accompanying disclosure statement, which contemplate the liquidation of the Debtors' assets that remain following the closing of the sale of substantially all of the Debtors' assets, and distribution of the proceeds of the liquidation to creditors. The Debtors are expected to close upon the sale of substantially all of their assets this month subject to the timing of receipt of the requisite approvals from the Federal Energy Regulatory Commission. Class 5 - General Unsecured Claims, estimated to total $21 million, will receive no distribution. Class 5 is impaired and are conclusively presumed to have rejected the Plan. Therefore, holders of Class 5 Claims are not entitled to vote to accept or reject the Plan. Holders of the Secured Lender Claim, and the DIP Lenders, have credit bid in an amount equal to their entire DIP Claim, estimated to total $234,115,321.55. In full and final satisfaction of the remaining Secured Lender Claim, the holders of the Secured Lender Claim will receive any excess cash from the Wind-Down Amount after the payment in full of all Allowed Administrative Expense Claims, all Allowed Accrued Professional Compensation Claims, all Allowed Priority Tax Claims, and all Allowed Other Priority Claims and Plan Expenses. U.S. Bankruptcy Judge Kevin Carey in Delaware will convene a hearing on December 22, 2016, at 11:00 a.m. (ET) to consider approval of the disclosure statement and confirmation of the Plan. The Disclosure Statement and Plan Confirmation Objection Deadline is December 19. The Voting Deadline is December 19. A full-text copy of the Disclosure Statement dated November 18, 2016, is available at http://bankrupt.com/misc/deb16-10369-377.pdf The Plan and Disclosure Statement were filed by Steven K. Kortanek, Esq., Patrick A. Jackson, Esq., and Joseph N. Argentina, Jr., Esq., at Drinker Biddle & Reath LLP, in Wilmington, Delaware. About Sundevil Power Holdings, LLC Merchant power generators Sundevil Power Holdings, LLC and SPH Holdco LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370, respectively), on Feb. 12, 2016. The petitions were signed by Blake M. Carlson as authorized signatory. Sundevil Power Holdings, LLC, owns natural gas-fired power plants. The Company was incorporated in 2010 and is based in Wayzata, MN. The Debtors are merchant power generators through Sundevil's ownership of two of the four 550 megawatt natural gas-fired power blocks of the Gila River Power Station, located in Gila Bend, Arizona. Sundevil and the other power block owners sell energy into the Southwest electric power market, specifically the sub-region of Arizona, New Mexico, and Southern Nevada known as the Desert Southwest. Most of Sundevil's output is sold at the Palo Verde hub and to California Independent System Operator. Sundevil also sells capacity to CAISO and is capable of reaching other market hubs like Mead (Southern Nevada) and Four Corners. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of at least $100 million. The Debtors have engaged Vinson & Elkins LLP as legal counsel, Drinker Biddle & Reath LLP as Delaware counsel, and Garden City Group as claims and noticing agent. Judge Kevin J. Carey is assigned to the case. Bayard PA's Justin R. Alberto, Esq., has been appointed as Fee Examiner. SUNVALLEY SOLAR: Incurs $38.6K Net Loss in Third Quarter -------------------------------------------------------- Sunvalley Solar, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $38,642 on $2.95 million of revenues for the three months ended Sept. 30, 2016, compared to a net loss of $429,639 on $817,481 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 $1.62 million on $3.26 million of revenues compared to a net loss of $702,251 on $1.88 million of revenues for the same period a year ago. As of Sept. 30, 2016, Sunvalley had $6.62 million in total assets, $5.38 million in total liabilities and $1.23 million in total stockholders' equity. As of Sept. 30, 2016, the Company had current assets in the amount of $3.498 million, consisting of cash and cash equivalents in the amount of $808,457, accounts receivable of $2.204 million, inventory in the amount of $202,923, costs in excess of billings on uncompleted contracts of $175,022, prepaid expenses and other current assets of $69,335, and restricted cash of $37,500. As of Sept. 30, 2016, the Company had current liabilities in the amount of $5,389,284. These consisted of accounts payable and accrued expenses in the amount of $4,128,292, customer deposits of $668,270, a contingent liability of $350,000, accrued warranty of $139,333, and advances from contractors of $103,389. The Company's working capital deficit as of Sept. 30, 2016, was therefore $1,891,772. During the nine months ended Sept. 30, 2016, the Company's operating activities used a net $400,120 in cash. Investing activities used $11,994 in cash and financing activities provided $11,373 during the period. A full-text copy of the Form 10-Q is available for free at: https://is.gd/qlRaSP About Sunvalley Solar Sunvalley Solar, Inc., is a California-based solar power technology and system integration company. Since the inception of its business in 2007, the company has focused on developing its expertise and proprietary technology to install residential, commercial and governmental solar power systems. Sunvalley Solar reported net income of $195,811 on $5.78 million of revenues for the year ended Dec. 31, 2015, compared with a net loss of $1.28 million on $3.31 million of revenues for the year ended Dec. 31, 2014. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has an accumulated deficit of $3.45 million, which raises substantial doubt about its ability to continue as a going concern. SYCAMORE INVESTMENT: Can Use Fannie Mae Cash Collateral ------------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida authorized Sycamore Investment Group-Olympiad, LLC, to use the cash collateral of Fannie Mae. The New Olympiad, L.L.C. obtained loans in the original principal amounts of $8,720,000.00 and $400,000.00 from Wachovia Multifamily Capital, Inc., which was granted a first priority security interest in, among other things, certain real property and any and all buildings, structures and other improvements on the real property, as well as an additional security interest, among other things, on the Real Property Collateral. Wachovia Multifamily Capital was also granted a first-priority security interest in certain of the Debtor's personal property. The Debtor transferred and conveyed to Wachovia Multifamily Capital, Inc. an interest in and to all leases, subleases, rents, revenue, income, issues, royalties, bonuses, accounts receivable, cash or security deposits, advance rentals, and profits relating to the Real Property Collateral. Wachovia Multifamily Capital, Inc. sold, transferred, assigned and conveyed to Fannie Mae all of its interest in the Mortgages and other Loan Documents. The Debtor assumed all of the obligations of The New Olympiad. Debtor was authorized to use the cash collateral solely for the expenses and operations of the real property. Fannie Mae was granted replacement liens and administrative claims, subject to the fees of the U.S. Trustee and other Court costs. The Debtor was directed to make monthly adequate protection payments to Fannie Mae in the amount of $25,000. 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 Fannie Mae 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 Court's Order without the consent of Fannie Mae; (e) Written notice from Fannie Mae of a failure by Debtor to perform or comply with any terms or covenants under the Court's Order, provided that Debtor will have 10 business days to cure any such default; (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. A full-text copy of the Order, dated November 23, 2016, is available at http://bankrupt.com/misc/SycamoreInvestment2016_1611720ajc_100.pdf Fannie Mae is represented by: Timothy M. Lupinacci, Esq. Matthew M. Cahill, Esq. BAKER, DONELSON, BEARMAN CALDWELL & BERKOWITZ, PC 420 20th Street North, Suite 1400 Birmingham, AL 35203 Telephone: (205) 348-0480 E-mail: tlupinacci@bakerdonelson.com mcahill@bakerdonelson.com About Sycamore Investment Group-Olympiad, LLC Sycamore Investment Group-Olympiad, LLC, filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-11720) on Feb. 5, 2016. The petition was signed by Peter S. Pessoa, authorized officer. The Debtor is represented by Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A. The case is assigned to Judge Jay A. Cristol. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. Sycamore Investment Group-Olympiad, LLC is the fee simple owner of a rental apartment building located at 155 Sylvest Drive, Montgomery, Alabama called "Magnolia Trace". The Property consists of a total of 176 rental units which generate $95,000 in monthly rents based on the current occupancy rate of the Property, which is approximately 90%. The Debtor also has certain other income and utility income in the approximate amount of $10,000.00 per month. The Debtor estimates that the value of the Property, including personal property located thereon, is approximately $9,936,701. On Feb. 22, 2016, Fannie Mae filed a Motion to Transfer Venue of this Chapter 11 Case to the Middle District of Alabama. The Motion to Transfer Venue was subsequently withdrawn on July 22, 2016. Fannie Mae is represented by lawyers at Baker Donelson. TERRILL MANUFACTURING: Cash Collateral Use Through Dec. 1 OK ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas authorized The Terrill Manufacturing Company, Inc., to use First Financial Bank, N.A.'s cash collateral on an interim basis, from November 7, 2016 through December 1, 2016. First Financial Bank is the first lien holder on the Debtor's accounts, inventory, and equipment. The Debtor contended that proceeds from the disposition of the Debtor's accounts and inventory constitute First Financial Bank's cash collateral. The Court acknowledged that without the cash collateral, the Debtor would have insufficient funds to continue its business. The Court further acknowledged that the Debtor has no source of cash other than the cash collateral. The approved 13-week Budget for the period beginning on October 31, 2016 and ending on January 30, 2017, provides for total disbursements in the amount of $232,484.45. The Court held that during the Interim Period, the only employees of the Debtor who are authorized to be paid salaries are Gary Rushin, Solomon Omidiji, Amber Sowell and Rocky Saucedo. First Financial Bank was granted an automatically perfected, valid, and binding replacement lien, with the same priority and validity as existed on the Petition Date. First Financial Bank was also granted a super-priority administrative expense claim, senior to any and all claims against the Debtor, to the extent the adequate protection provided to First Financial Bank proves insufficient to protect its interest in the cash collateral. The Debtor was directed to maintain a segregated cash collateral account and a separate opening account at Bank of America, where all cash collateral will be promptly deposited and transfers made to the opening account in a manner consistent with the Interim Budget. The Debtor was further directed to promptly and regularly deliver to First Financial Bank any excess of $100,000 from the segregated cash collateral account, for application to First Financial Bank's claim in the case. First Financial Bank was authorized to apply to its claim the total sum of $15,465.46, representing a deposit of $6,352.21 and checks received of $9,113.25, in cash collateral presently in its possession. A full-text copy of the Order, dated November 23, 2016, is available at http://bankrupt.com/misc/TerrillManufacturing2016_50105rlj11_116.pdf First Financial Bank, N.A. is represented by: Jonathan R. Davis, Esq. Brandon S. Archer, Esq. SHANNON PORTER & JOHNSON P.O. Box 1272 San Angelo, TX 76902-1272 Telephone: (325) 653-4274 E-mail: jrd@shannonporter.com archer@shannonporter.com - and - Kelly Gill, Esq. Jessica L. Haile, Esq. MCMAHON SUROVIK SUTTLE P.C. Post Office Box 3679 Abilene, TX 79604-3679 Telephone: (325) 676-9183 E-mail: kgill@mcmahonlawtx.com jhaile@mcmahonlawtx.com About The Terrill Manufacturing Company, Inc. Formed in 1948, Terrill Manufacturing Co., Inc., owns real property located in San Angelo, Texas and designs, manufactures, and installs custom woodwork and other finishing pieces for inside of commercial buildings. Terrill Manufacturing filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52127) on Sept. 20, 2016. The petition was signed by Gary Rushin, President/CEO. The Debtor is represented by Reedy M. Spigner, Esq., at West & Associates, LLP. The Debtor estimated assets and liabilities at $0 to $50,000. The Office of the U.S. Trustee on October 31 appointed three creditors of The Terrill Manufacturing Company, Inc., to serve on the official committee of unsecured creditors. THOMAS J. CIPRIANO: Hearing on Plan Disclosures Set For Jan. 5 -------------------------------------------------------------- The Hon. Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona has scheduled for Jan. 5, 2017, at 11:00 a.m. the hearing to consider the Debtor's disclosure statement dated Nov. 11, 2016, referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed by Dec. 29, 2016. As reported by the Troubled Company Reporter on Nov. 21, 2016, the Debtor filed with the Court a plan of reorganization, which proposes to pay holders of allowed unsecured claims the sum of $22,755 over five years. Thomas J. Cipriano, an endodontist, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-06079) on May 27, 2016, and is represented by Hilary L Barnes, Esq., at Allen Barnes & Jones, PLC. THOMAS NELSON PAYNE: Hearing on Disclosures Set For Jan. 5 ---------------------------------------------------------- The Hon. Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona has scheduled for Jan. 5, 2017, at 11:00 a.m. the hearing to consider Thomas Nelson Payne and Barbara C. Payne's amended disclosure statement dated Nov. 11, 2016, referring to the Debtors' plan of reorganization. Objections must be filed by Dec. 29, 2016. As reported by the Troubled Company Reporter on Nov. 22, 2016, the Debtors filed with the Court an amended plan to pay holders of Allowed Class IV - General Unsecured Claims in two ways. First, Class IV Claims will receive the sum of $5,000 from the sale of the Debtor's Homestead. Holders of Class IV Claims will be paid their pro rata share of the $5,000 upon the later of (i) 90 days after the Effective Date; or (ii) within 14 days after the close of escrow on the Homestead. Class IV is impaired. Thomas Nelson Payne filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 15-10752) on August 24, 2015, and is represented by Thomas L. Allen, Esq., and Khaled Tarazi, Esq., at Allen Maguire & Barnes, PLC, in Phoenix, Arizona. TOWERSTREAM CORP: To Effect a 1-for-5.5 Forward Stock Split ----------------------------------------------------------- Towerstream Corporation amended and restated its Series D Convertible Preferred Stock to, among other things, effect a 1-for-5.5 forward split of the outstanding 622 shares of Series D Convertible Preferred Stock and increase the number of designated shares to 4,421 from 1,000. On Nov. 22, 2016, the Company also sold 1,000 shares (on a post split basis) of Series D Convertible Preferred Stock to an existing investor for an aggregate purchase price of $1,000,000 and entered into an exchange agreement with the investor pursuant to which five year warrants originally issued on Nov. 9, 2016, to purchase 4,000,000 shares of common stock at an exercise price of $1.15 per share were exchanged for 2,000,000 shares of newly designated Series E Convertible Preferred Stock. In connection with the foregoing transactions, the Company has agreed to register for resale 150% of the shares of common stock underlying the Series D Convertible Preferred Stock and 100% of the shares of common stock underlying the Series E Convertible Preferred Stock and to seek shareholder approval for a reverse split within a range of 1:2 to 1:20 to be determined by the board of directors in its sole discretion. The investor's right to approve future financings shall expire when it owns less than 1,000 shares of Series D Convertible Preferred Stock, inclusive of shares previously issued to it on Nov. 9, 2016. Unregistered Sales of Equity Securities The 1,000 shares of Series D Convertible Preferred Stock, the 2,000,000 shares of Series E Convertible Preferred Stock and the shares of common stock underlying such shares of Series D Convertible Preferred Stock and Series E Convertible Preferred Stock have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered and sold only to "accredited investors" (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D of the Securities Act. Amendments to Articles of Incorporation The Company filed with the Secretary of State of the State of Delaware an amended and restated Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock on Nov. 22, 2016. Pursuant to the Series D Certificate of Designations, the Company effectuated a forward split of its 622 issued and outstanding shares of Series D Convertible Preferred Stock on a 1-for-5.5 ratio and designated 4,421 shares of its blank check preferred stock as Series D Convertible Preferred Stock. The shares of Series D Convertible Preferred Stock are convertible into common stock based on a conversion calculation per share equal to the quotient of the stated value of such Series D Convertible Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series D Convertible Preferred Stock, as of such date of determination, divided by the conversion price. The stated value of each share of Series D Convertible Preferred Stock is equal to $1,000 and the initial conversion price is equal to 75% of the closing price of the common stock on the prior trading day, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. At no time shall the conversion price be lower than the equivalent of $0.40 per share of common stock. If the common stock is delisted from the Nasdaq Capital Market and the Company issues securities at a price per share of common stock lower than the then conversion price of the Series D Convertible Preferred Stock, the conversion price of the outstanding shares of Series D Convertible Preferred Stock shall be lowered to match the Base Conversion Price. In the event of a liquidation, dissolution or winding up of the Company, each share of Series D Convertible Preferred Stock will be entitled to a per share preferential payment equal to 200% of the stated value of such Series D Convertible Preferred Stock, plus all accrued and unpaid dividends, if any. All shares our capital stock will be junior in rank to Series D Convertible Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company. The holders of Series D Convertible Preferred Stock will be entitled to receive dividends if and when declared by our board of directors. The Series D Convertible Preferred Stock shall participate on an "as converted" basis, with all dividends declared on our common stock. In addition, if we grant, issue or sell any rights to purchase the Company's securities pro rata to all its record holders of its common stock, each holder will be entitled to acquire such securities applicable to the granted purchase rights as if the holder had held the number of shares of common stock acquirable upon complete conversion of all Series D Convertible Preferred Stock then held. The Company filed with the Secretary of State of the State of Delaware an amended and restated Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock on Nov. 22, 2016. Pursuant to the Series E Certificate of Designations, the Company designated 2,000,000 shares of its blank check preferred stock as Series E Convertible Preferred Stock. Each share of Series E Convertible Preferred Stock has a liquidation value of $0.001 and is convertible into one share of common stock, subject to adjustments for stock dividends, stock splits and similar corporate actions. About Towerstream Corporation Towerstream Corporation (NASDAQ:TWER) offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. The Company reported a net loss of $40.5 million in 2015, a net loss of $27.6 million in 2014 and a net loss of $24.8 million in 2013. As of Sept. 30, 2016, Towerstream had $36.76 million in total assets, $43.18 million in total liabilities and a total stockholders' deficit of $6.42 million. TRI-VALLEY LEARNING: Taps Procopio Cory as Special Counsel ---------------------------------------------------------- Tri-Valley Learning Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Procopio, Cory, Hargreaves & Savitch LLP as its special counsel. The Debtor needs legal assistance from the firm with respect to the regulatory aspects of a Charter School operation and to the management and governmental relations aspects of the operation it conducts at the primary, middle school and secondary school levels. The individuals designated to represent the Debtor and their hourly rates are: William Smelko Attorney $350 John Lemmo Attorney $350 Zagros Bassirian Attorney $350 A. Aiko Yamakawa Attorney $350 Edsell Eady Attorney $350 Wendy Tucker Attorney $350 Tracy Stender Attorney $350 Jessica DeCesare Paralegal $225 William Smelko, Esq., disclosed in a court filing that all the attorneys employed by the firm do not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: William A. Smelko, Esq. Procopio, Cory, Hargreaves & Savitch LLP 525 B. Street, Suite 2200 San Diego, CA 92101-4469 The Debtor is represented by: Jeffrey N. Pomerantz, Esq. Debra I. Grassgreen, Esq. John W. Lucas, Esq. Pachulski Stang Ziehl & Jones LLP 150 California Street, 15th Floor San Francisco, CA 94111-4500 Tel: 415-263-7000 Fax: 415-263-7010 Email: jpomerantz@pszjlaw.com Email: dgrassgreen@pszjlaw.com Email: jlucas@pszjlaw.com About Tri-Valley Learning Tri-Valley Learning Corporation is a non-profit corporation that owns, manages and operates four charter schools. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Calif. Case No. 16-43112) on November 8, 2016. The petition was signed by Lynn Lysko, chief executive officer. The case is assigned to Judge Charles Novack. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. ULTRA PETROLEUM: Seeks to Expand Scope of Farnsworth Services ------------------------------------------------------------- Ultra Petroleum Corp. filed a supplemental application in which it asked the U.S. Bankruptcy Court for the Southern District of Texas to allow Farnsworth & vonBerg, LLP to also provide legal services in connection with the claims asserted by Gasconade Oil Co., Rigs Oil & Gas Corp. and The Roy H. Dubitzky Trust. Farnsworth serves as special claims litigation counsel to Ultra Petroleum and its affiliates. The hourly rate charged by the firm for its senior partners is $450. Partners and paraprofessionals are paid $390 per hour and $100 per hour, respectively. About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on an Official Committee of Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. ULTRA PETROLEUM: Seeks to Expand Scope of Watt Thompson Services ---------------------------------------------------------------- Ultra Petroleum Corp. filed a supplemental application in which it asked the U.S. Bankruptcy Court for the Southern District of Texas to allow Watt Thompson & Henneman LLP to also provide legal services in connection with the claims asserted by Jonah LLC and four other companies. The four other claimants are Bushong Oil & Gas Properties LLC, McMurry Limited Liability Company, Weeks Pinedale, LLC, and Weeks Resources, LLC. Watt Thompson's hourly rates range from $400 to $500 for partners, $350 to $450 for "of counsel," and $180 to $320 for associates. The billing rate for its paraprofessionals is $130 per hour. The firm serves as special claims litigation counsel to Ultra Petroleum and its affiliates. About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on an Official Committee of Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. UNITECH SOLUTIONS: Plan Confirmation Hearing Set for Dec. 21 ------------------------------------------------------------ Judge Nancy Hershey Lord of the U.S. Bankruptcy Court Eastern District of New York approved the disclosure statement explaining Unitech Solutions, Inc.'s second amended plan of reorganization and scheduled the hearing to consider confirmation of the Plan for December 21, 2016, at 10:30 a.m. December 19 is fixed as the last day for filing and serving written objections to confirmation of the Plan. All ballots voting in favor of or against the Plan are to be submitted so as to be actually received by counsel for the Debtor on or before December 14. The Debtor must file a ballot tally and an affidavit and/or brief in support of confirmation on or before December 15, 2016. The Debtor filed a Chapter 11 Plan of Reorganization on April 12, 2016. After a hearing held on May 18, the Court determined that the Disclosure Statement is to be amended and the First Amended Plan was filed on July 28. The Court issued an order conditionally approving the First Amended Disclosure Statement and scheduling hearing to consider final approval of the First Amended Disclosure Statement and the Plan on August 8. American Express Bank filed a ballot rejecting the Chapter 11 Plan and the Court, after a hearing held on September 8, determined that the Amended Disclosure Statement and the Amended are to be amended to change the treatment of unsecured creditors. The Second Amended Plan and the Second Amended Disclosure Statement was filed on November 18, and the Court approved the Second Amended Disclosure Statement. The Second Amended Plan provides that Class I, which consists of the claims of general unsecured creditors in the Debtor's case totaling approximately $115,099, will be treated as follows: * Capital One Bank, N.A. which will get 25% dividend ($456.27) in 60 monthly installment payments in the amount of $7.60 * Capital One Bank, N.A. which will get 25% dividend ($5,258.95) in 60 monthly installment payments in the amount of $87.65 * American Express Bank which will get 25% dividend ($10,420.58) in 60 monthly installment payments in the amount of $173.68 Class II consists of Equity Interests in the Debtor. 100% of the Equity interest of the Debtor is held by Artem Belskiy and Irakli Chikhladze. Irakli Chikhladze and Artem Belskiy will retain their interest in the Debtor following Confirmation in consideration of the new value contribution being made by them as the equity holders toward the payment of general unsecured creditor claims. The new value contribution will consist of installment contributions of $200 over the 36 month, to equal approximately $7,200 by each of the Principals, for a total new value contribution of $14,400. Payments and distributions under the plan will be funded by continued operation and increased earnings of the Debtor. A full text copy of the Second Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-15-43742-67.pdf About Unitech Solutions Unitech Solutions, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-43742) on August 13, 2015, and is represented by Alla Kachan, Esq., in Brooklyn, New York. VALITAS HEALTH: Moody's Withdraws Caa3 CFR ------------------------------------------ Moody's Investors Service withdrew Valitas Health Services, Inc.'s Caa3 Corporate Family Rating and Caa3-PD Probability of Default rating. At the same time, Moody's withdrew the Caa2 ratings for the company's senior secured bank credit facilities due in 2017, including the $45 million revolving credit facility and $285 million senior secured term loan. The ratings have been withdrawn pursuant to Moody's guidelines for the withdrawal of ratings, as insufficient information is available to continue to effectively monitor the issuer's creditworthiness. Issuer: Valitas Health Services, Inc. Ratings Withdrawn: Caa3 Corporate Family Rating Caa3-PD Probability of Default Rating Caa2 (LGD 3) senior secured first lien credit facilities' ratings RATINGS RATIONALE Moody's has withdrawn the rating because of inadequate information to monitor the rating, due to the issuer's decision to cease participation in the rating process. Headquartered in Brentwood, Tennessee, Valitas Health Services, Inc., through its primary operating subsidiary, Corizon Health, Inc., is a leading provider of contract healthcare services to correctional facilities owned or operated by state and local governments in the United States. Valitas is majority owned by private-equity firm Beecken Petty O'Keefe & Company, and generates annual revenues of approximately $1.2 billion. VELOCITY MERGER: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned Velocity Merger Sub, Inc. (aka Vestcom Parent Holdings, Inc.) a B3 Corporate Family Rating, a B3-PD Probability of Default Rating in conjunction with the proposed new first lien and second lien capital structure. Moody's assigned B2 (LGD3) ratings to the proposed $40 million Senior Secured Revolving Credit Facility and $335 million Senior Secured 1st Lien Term Loan. The proposed $158 million Senior Secured 2nd Lien Term Loan is unrated. The rating outlook is stable. Proceeds from the new credit facilities plus incremental equity contribution from Charlesbank Capital Partners (Charlesbank) will be used to finance the purchase of Vestcom Parent Holdings, Inc. from Court Square Capital Partners and repay existing debt of Vestcom International, Inc., a wholly owned operating subsidiary of Vestcom Parent Holdings, Inc. Moody's is taking no action on and will withdraw all ratings for Vestcom International, Inc. upon closing of the transaction as the existing debt will be repaid in conjunction with the buyout. Velocity Merger Sub, Inc. is the acquisition finance vehicle that will be merged into Vestcom Parent Holdings, Inc. upon closing to consummate Charlesbank's leveraged buy-out. Vestcom Parent Holdings, Inc. will be the surviving entity and debt issuer. Ratings Assigned to Velocity Merger Sub, Inc. (to be merged with Vestcom Parent Holdings, Inc.) Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD $40 million Senior Secured Revolving Credit Facility due December 2021, at B2, LGD3 $335 million Senior Secured 1st Lien Term Loan due December 2023, at B2, LGD3 Outlook is Stable Ratings unaffected and to be withdrawn: Vestcom International, Inc.: Corporate Family Rating, currently B2 Probability of Default Rating, currently B2-PD $30 million Senior Secured Revolving Credit Facility, currently B1, LGD3 $240 million Senior Secured 1st Lien Term Loan, currently B1, LGD3 $85 million Senior Secured 2nd Lien Term Loan, currently Caa1, LGD5 Outlook, currently Stable RATINGS RATIONALE Vestcom's B3 CFR incorporates high debt-to-EBITDA leverage of approximately 6.5x (including Moody's standard adjustments) for the 12 months period ending September 2016 and pro-forma for the proposed acquisition. Vestcom has a demonstrated track record of reducing its leverage through improved operating performance and innovation in its product base. However, the proposed transaction results in the high leverage and a cash interest burden that will allow for very limited free cash flow in 2017. Free cash flow for the 12 months ended September 2016 was approximately $13 million and cash interest expense will increase by roughly $11 million due to the LBO. Vestcom's lack of scale and high customer concentration amplify the risk of a weak financial profile, although the company holds leading position in its niche and has generated consistent growth over the last several years through the expansion of in-store marketing services. Moody's considers the core Vestcom price communications a defensible business with minimal economic cyclicality, but it is mature with limited growth in recent years. The length of multi-year contracts has increased over time, lending stability and predictability to a significant portion of the revenue stream. Vestcom is focused on growing its in-store marketing services, but Moody's considers these services to be more competitive than the core price communication operations. As Vestcom continues to innovate, there is risk associated with new product launches and the conversion of existing customers towards using these products. While Moody's expects Vestcom to de-lever over time through continuing growth due to conversion of existing clients to higher margin products and expansion of its market share, the proposed financing results in substantial increase in leverage and interest expense, potentially challenging the company's performance should unexpected weakness arise. Expectations for continuation of the company's track record of positive free cash flow also support the rating, but the private equity ownership elevates event risk related to sponsor distributions and acquisitions. Vestcom's adequate liquidity is supported by modest projected free cash flow of approximately $10-$14 million in 2017 and an undrawn $40 million revolver expiring in 2021. Vestcom is expected to have a negligible cash balance upon completion of the LBO and required term loan amortization is approximately $3.4 million. There are no term loan financial maintenance covenants, and Moody's expects the maximum springing first lien net leverage test to be set with an ample cushion to the company's projections. The covenant is triggered if revolver utilization exceeds 30% of the commitment. The stable rating outlook incorporates Moody's expectations for the combination of EBITDA growth and debt reduction to result in debt-to-EBITDA leverage falling to less than 6x over the next 12-18 months. Moody's also assumes in the stable outlook that Vestcom sustains or improves its EBITDA margin, generates free cash flow to debt of mid-single digits, and maintains adequate liquidity. Ratings could be upgraded if the company's performance results in debt-to-EBITDA leverage below 5.5x through a combination of organic growth and debt repayment. Good liquidity along with good cash flow generation near high single digits as a percentage of total debt would also be factors necessary for an upgrade. Declining revenue due to a loss of a significant client, or increased pricing pressure on the company's products could lead to a downgrade. Liquidity erosion or negative free cash flow could also have negative ratings implications. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Vestcom Parent Holdings Inc. provides shelf-edge communications and specialized marketing services to the retail industry. It maintains headquarters in Little Rock, Arkansas. Charlesbank Capital Partners is acquiring the company from Court Square Capital Partners in December 2016. VERITAS BERMUDA: Moody's Lowers CFR to B3; Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded Veritas Bermuda Ltd.'s corporate family rating to B3 from B2 and downgraded its first lien term loan B-1, Euro first lien term loan B-1, secured notes, and senior secured revolver and multicurrency revolver to B2 from B1. Moody's also downgraded the senior secured term loan B-2 and unsecured guaranteed global notes to Caa2 from Caa1. The downgrade of the CFR was driven by continued operational and sales challenges since separating from Symantec Corp. in January 2016. The ratings outlook is stable. Ratings Rationale Veritas's sales have materially weakened since separating from Symantec including in its core NetBackup lines, its largest contributor to revenues and cash flow. While some of the declines are likely due to continued systems and sales force challenges, the company's ability to address shifting markets is also potentially a factor and is less easily fixed in the near term. The new management team is attempting to address these issues but the timing and extent of any stabilization in revenues are uncertain. The challenges are exacerbated by the significant amount of cost cutting the company has undertaken since separation, as well as delays in filling key sales roles. The B3 corporate family rating reflects the high leverage post-spinoff from Symantec and challenges in stabilizing revenues in an evolving storage software market. Leverage as of September 2016 is estimated at about 7x pro forma for run rate cost savings and excluding certain restructuring costs (over 10x including those costs). The rating also considers Veritas's leading market position as a provider of backup and recovery software and its entrenched position within enterprise customers' critical IT infrastructure. The storage management software market is shifting, however, and solutions provided by new entrants and new technologies may erode Veritas's leading market position over time. Demand for storage overall is expected to increase substantially over the next several years driven by the explosion in data and the need to manage, back up, and access that data. However, pricing pressures, the shift to cloud based storage, software defined storage platforms, and alternate storage architectures could result in Veritas well underperforming the overall storage market. Liquidity is good with $334 million of cash as of Sept. 30, 2016, and an undrawn $250 million revolving credit facility. Free cash flow is expected to be breakeven to slightly negative over the next 12 months as the company continues to make restructuring payments and builds the infrastructure and systems needed to operate as a stand-alone company. These ratings were affected: Downgrades: Issuer: Veritas Bermuda Ltd. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Bank Credit Facilities, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured term loan B2, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Senior Secured Regular Bond/Debentures, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2 (LGD6) from Caa1(LGD6) Outlook Actions: Issuer: Veritas Bermuda Ltd. Outlook, Remains Stable The principal methodology used in these ratings was Software Industry published in December 2015. Although the Term Loan B-2 has a first lien on substantially all the assets of Veritas and its domestic subsidiaries, the rating (Caa2, LGD 5) on this facility reflects its payment priority behind the first lien revolver, term loans and secured notes. Though the Term Loan B-2 has a stronger loss given default profile than the unsecured notes (Caa2, LGD 6), it is not sufficient to warrant a notching differential. The ratings could be upgraded if performance stabilizes, leverage is on track to fall below 6.5x and free cash flow debt is on track to exceed 5%. The ratings could be downgraded if leverage is expected to exceed 8x for an extended period or free cash flow is expected to be negative (with some cushion while the company is building out its infrastructure and cash balances remain strong). Veritas Bermuda Ltd., headquartered in Mountain View, California is a provider of storage management, and backup and recovery software. Veritas generated approximately $2.4 billion of revenue in the fiscal year ended April 1, 2016. VERTICAL COMPUTER: Incurs $2.40 Million Net Loss in Third Quarter ----------------------------------------------------------------- Vertical Computer Systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $2.40 million on $953,261 of total revenues for the three months ended Sept. 30, 2016, compared to a net loss available to common stockholders of $458,357 on $1.02 million 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 available to common stockholders of $4.15 million on $2.87 million of total revenues compared to a net loss available to common stockholders of $2.24 million on $3.23 million of total revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Vertical Computer had $142,089 in total assets, $19.72 million in total liabilities, $9.92 million in total convertible cumulative preferred stock and a total stockholders' deficit of $29.51 million. At Sept. 30, 2016, the Company had non-restricted cash-on-hand of $18,513 compared to $37,141 at Dec. 31, 2015. Net cash used in operating activities for the nine months ended Sept. 30, 2016, was $344,205 compared to net cash used in operating activities of $148,564 for the nine months ended Sept. 30, 2015. During the nine months ended September 30, 2016 we received $2,501,986 of cash from customers, used $2,082,806 for payroll, benefits and payroll taxes, $172,618 for interest payments, $208,101 for professional fees, $37,647 for insurance payments, $87,603 for tax payments other than payroll and $257,416 for accounts payable to vendors. "We had a net loss before noncontrolling interest of $3,838,175 and $1,740,877 for the nine months ended September 30, 2016 and 2015, respectively and have historically incurred losses. Since December 31, 2009, we have used substantial funds in further developing our product line and in conducting present and new operations, and we need to raise additional funds and/or generate additional revenue through our existing businesses, including the licensing of our intellectual property, to accomplish our objectives. Additionally, at September 30, 2016, we had negative working capital of approximately $19.6 million (although this figure includes deferred revenue of approximately $1.3 million) and have defaulted on several of our debt obligations. These conditions raise substantial doubt about our ability to continue as a going concern," the Company stated in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/X9w2Xv About Vertical Computer Richardson, Tex.-based Vertical Computer Systems, Inc., is a multinational provider of Internet core technologies, application software, and software services through its distribution network with operations or sales in the United States, Canada and Brazil. Vertical Computer reported a net loss available to common stockholders of $3.15 million on $4.26 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $2.07 million on $7.43 million of total revenues for the year ended Dec. 31, 2014. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company suffered net losses and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. VESTIS RETAIL: Unsecureds to Recoup 0.5%-0.7% Under Plan -------------------------------------------------------- VRG Liquidating, LLC, f/k/a Vestis Retail Group, and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a plan of liquidation and accompanying disclosure statement jointly filed with the Official Committee of Unsecured Creditors. The Plan provides for the liquidation of the Debtors' assets, which are largely limited to Cash, Retained Causes of Action, and certain other Excluded Assets. Substantially all of the Debtors' assets were sold to Vestis BSI Funding II, LLC, an affiliate of Versa Capital Management, LLC. The projected recovery of creditors under the Plan are as follows: Class 1 - Secured Claims 100% Class 2 - Priority Claims 100% Class 3 - Assumed General Unsecured Claims 100% Class 4 - General Unsecured Claims 0.5-0.7% Class 5 - Subordinated Claims 0% Class 6 - Equity Interests 0% The Plan Proponents estimate that the General Unsecured Claims approximate $206 million, subject to certain potential adjustments. The Debtors' Cash consists of the unspent portion of the $3,000,000 Cash payment component of the Purchase Price under the Sale Agreement. After the Effective Date, the Liquidating Trustee may obtain additional Cash from (i) recoveries with respect to the Retained Causes of Action and Avoidance Actions, and (ii) any other potential recoveries with respect to Excluded Assets under the Sale Agreement. However, the Cash has been or will be reduced by, among other things, (i) the Liquidation Trust Expenses; (ii) Non-Assumed Claims, including Professional Fee Claims as to which Buyer is not liable, with priority over General Unsecured Claims; and (iii) any other wind-down fees, costs, and expenses of the Debtors that are not paid by Buyer under the Sale Agreement. After considering all of these variables, the Plan Proponents estimate Cash available for Distributions ranging between $1,500,000 and $1,000,000. This range does not take into account any potential recoveries with respect to the Retained Causes of Action and Avoidance Actions that the Liquidation Trust may pursue. A full-text copy of the Disclosure Statement dated November 18, 2016, is available at: http://bankrupt.com/misc/deb16-10971-1108.pdf The hearing to consider approval of the Disclosure Statement will be held on January 18, 2017 at 2:00 p.m. (Prevailing Eastern Time). The Debtors are represented by Michael L. Tuchin, Esq., Lee R. Bogdanoff, Esq., David M. Guess, Esq., and Martin N. Kostov, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California; and Robert S. Brady, Esq., and Robert F. Poppiti, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Committee is represented by Jay R. Indyke, Esq., Jeffrey L. Cohen, Esq., Richelle Kalnit, Esq., and Evan M. Lazerowitz, Esq., at Cooley LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware. About Vestis Retail Group Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Judge Laurie Selber Silverstein is assigned to the cases. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC, as their claims and noticing agent. An official committee of unsecured creditors has been appointed in the cases. The Committee has tapped Cooley LLP as its lead counsel and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as its bankruptcy consultant and financial advisor. VICTOR HUGO HERNANDEZ: Disclosures OK'd; Plan Hearing on Dec. 20 ---------------------------------------------------------------- The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the Central District of California has approved Victor Hugo Hernandez's modified second amended disclosure statement describing the Debtor's modified second amended Chapter 11 plan. The hearing on Plan confirmation will be held on Dec. 20, 2016, at 10:00 a.m. The last day for creditors to submit their ballot to counsel for the Debtor for voting on the Plan is Dec. 14, 2016. Objections to confirmation of the Plan will be filed by Dec. 14, 2016. Victor Hugo Hernandez filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. 10-10442). The Debtor is represented by David I. Brownstein, Esq., at the Law Office of David Brownstein. WALTER H. BOOTH: Has Until Dec. 31 to Use Ocwen Cash Collateral --------------------------------------------------------------- Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized Walter H. Booth Clause 4 Trust to use Ocwen Loan Servicing, LLC's cash collateral on an interim basis, from Nov. 16, 2016 through Dec. 31, 2016. The approved Budget provided for total expenses in the amount of $10,043 for the period Dec. 1, 2016 through Dec. 31, 2016. Ocwen Loan Servicing is granted a postpetition replacement lien and security interest in all postpetition property of the estate of the same type against which Ocwen Loan Servicing held validly perfected and unavoidable liens and security interests as of the Petition Date. The Debtor is directed to pay Ocwen Loan Servicing its monthly mortgage payment of $6,746, commencing on Dec. 1, 2016. A final hearing on the Debtor's use of cash collateral is scheduled on Dec. 6, 2016 at 1:30 p.m. The deadline for the filing of objections to the Debtor's use of cash collateral is set on Nov. 30, 2016. A full-text copy of the Interim Order, dated Nov. 23, 2016, is available at http://bankrupt.com/misc/WalterHBooth2016_1611598bah_12.pdf About Walter H. Booth Clause 4 Trust Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016. The petition was signed by Stephen W. Booth, trustee. The Debtor is represented by Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. WARNER MUSIC: Maturity of Credit Suisse Facility Exended to 2023 ---------------------------------------------------------------- WMG Acquisition Corp., a subsidiary of Warner Music Group Corp., entered into an amendment to the credit agreement, dated Nov. 1, 2012, among Acquisition Corp., the guarantors party thereto, the lenders party thereto and Credit Suisse AG, as administrative agent, governing Acquisition Corp.'s senior secured term loan facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto. The Senior Term Loan Credit Agreement Amendment has extended the maturity date of the Senior Term Loan Credit Agreement to Nov. 1, 2023, subject, in certain circumstances, to a springing maturity inside the maturity date of certain of Acquisition Corp.'s other outstanding indebtedness and increased the principal amount outstanding by $27.5 million to $1,006 million. Moreover, on Nov. 21, 2016, Acquisition Corp. redeemed 10%, or $27.5 million of its 5.625% Senior Secured Notes due 2022. The redemption price was equal to 103% of the principal amount of the 5.625% Secured Notes, plus accrued and unpaid interest to, but not including the redemption date. Following the partial redemption by Acquisition Corp. of the 5.625% Secured Notes, $247,500,000 of the 5.625% Secured Notes remain outstanding. About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. Warner Music reported a net loss attributable to the Company of $91 million on $2.96 billion of revenues for the fiscal year ended Sept. 30, 2015, compared to a net loss attributable to the Company of $308 million on $3.02 billion of revenues for the fiscal year ended Sept. 30, 2014. As of June 30, 2016, Warner Music had $5.49 billion in total assets, $5.26 billion in total liabilities and $232 million in total equity. As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Warner Music Group to 'B' from 'B+'. "The downgrades reflect our expectations that WMG's adjusted leverage will remain elevated for the next two years -- above our 5x threshold for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Naveen Sarma. * * * This concludes the Troubled Company Reporter's coverage of Warner Music Group Corp. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. WESTERN DIGITAL: Egan-Jones Cuts Sr. Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings Company, on Oct. 31, 2016, downgraded the senior unsecured ratings on debt issued by Western Digital Corp. to BB+ from BBB-. Western Digital Corporation is an American computer data storage company and one of the largest computer hard disk drive manufacturers in the world, along with Seagate Technology. WESTMORELAND COAL: CFO Refuses to Relocate, Resigns From Post ------------------------------------------------------------- Westmoreland Coal Company announced that its Chief Financial Officer and Treasurer, Jason Veenstra, has decided to resign from Westmoreland effective Dec. 15, 2016. Veenstra has elected not to relocate to the Company's Denver headquarters as part of the ONE Westmoreland cost savings and cash optimization initiative, which included centralizing the accounting and finance function to Denver. While Westmoreland conducts a search to include internal and external candidates, Gary Kohn, currently vice president of Investor Relations, will serve as interim chief financial officer and treasurer, effective immediately. Veenstra said, "As Westmoreland continues to streamline its structure following the recent acquisitions, I believe Westmoreland is best served with a CFO sitting side-by-side with the rest of the team. I have thoroughly enjoyed being a member of this world-class organization but, after much deliberation, I have arrived at the difficult decision not to relocate my young family and to remain near our extended family in Edmonton." Chief Executive Officer, Kevin Paprzycki commented, "We understand and respect Jason's decision to stay in his native Canada and wish him all the best. Jason is an outstanding executive who has made countless contributions to Westmoreland including developing and implementing the ONE Westmoreland initiative. He did an outstanding job bringing our financial organization together and exemplifies the very best in a senior finance leader. Jason will be missed both professionally and personally." Kohn joined Westmoreland in April 2016 to lead Westmoreland's investor relations efforts. In addition to his investor relations focus, he has served in senior leadership positons across multiple functional areas including finance, treasury and strategy for publicly held companies including First Data, Western Union, Ciber and Intrepid Potash. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total assets, $2.30 billion in total liabilities and a total deficit of $581.20 million. * * * Moody's Investors Service at the end of February 2016 downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. Standard & Poor's Ratings Services in March 2016 affirmed its 'B' corporate credit rating on Westmoreland and revised the rating outlook to "negative" from "stable". "The negative outlook reflects weaker-than-expected liquidity as a result of a combination of exposure to a lower price environment and difficult-to-secure favorable new volume commitments," said Standard & Poor's credit analyst Vania Dimova. WESTMORELAND COAL: Mangrove, et al. Hold 10.2% Stake as of Nov. 17 ------------------------------------------------------------------ In a Schedule 13D filed with the Securities and Exchange Commission, The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company, The Mangrove Partners Fund, L.P., a Delaware limited partnership, The Mangrove Partners Fund (Cayman), Ltd., a Cayman Islands exempted company, Mangrove Partners, a Cayman Islands exempted company, Mangrove Capital, a Cayman Islands exempted company and Nathaniel August disclosed that as of Nov. 17, 2016, they beneficially own 1,894,608 shares of common stock, par value $0.01 per share, of Westmoreland Coal Company, representing 10.20 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/jwQYID About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total assets, $2.30 billion in total liabilities and a total deficit of $581.20 million. * * * Moody's Investors Service at the end of February 2016 downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. Standard & Poor's Ratings Services in March 2016 affirmed its 'B' corporate credit rating on Westmoreland and revised the rating outlook to "negative" from "stable". "The negative outlook reflects weaker-than-expected liquidity as a result of a combination of exposure to a lower price environment and difficult-to-secure favorable new volume commitments," said Standard & Poor's credit analyst Vania Dimova. WILLIAM ALEX MCCLAIN II: Jan. 4 Disclosure Statement Hearing ------------------------------------------------------------ Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing on January 4, 2017, at 10:00 a.m., to consider approval of the disclosure statement explaining William Alex McClain, II's plan of reorganization. The deadline for filing objections to the Disclosure Statement is December 27, 2016. Under the Plan, Class 7 will consist of allowed unsecured claims totaling $183,426.05. The Debtor will pay make monthly payments of no less than $2,000 to Class 7 creditors to be disbursed on a pro rata bases until class 7 creditors have been paid 100% of their claims (approximately 92 payments). The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-10599-42.pdf William Alex McClain, II, is a medical doctor employed by Hialeah Anesthesia Spec, LLC, who primarily works in the operating room and in "delivery" at Hialeah Hospital. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10599) on Jan. 14, 2016, and is represented by Susan D. Lasky, Esq., in Fort Lauderdale, Florida. WILLIAM BARRY BLAND: Jan. 3 Disclosure Statement Hearing -------------------------------------------------------- The hearing to consider the approval of the disclosure statement explaining William Barry Bland and Sherrill Ann Robertson-Bland's plan of reorganization will be held on January 3, 2017, at 10:30 a.m. December 27, 2016, is fixed as the last day for filing and serving written objections to the Disclosure Statement. Under the Plan, Class 6 General Unsecured Claims will be impaired under the Plan. The class will be paid a precentage of their allowed claims without interest after the Effective Date. The holders will recover 25%. The Debtors propose in their Plan to re-amortize their home mortgage note which has now matured. The Debtors and the creditor, First Citizen's Bank have entered into a modification of that note and mortgage to reduce the monthly payments, and pay the debt at 5% interest over a period of 10 years. This agreement has been filed with the Court for its approval. The normal contractual payment was $1,650, yet the new agreement reduces the payments by $700 per month, which will assist the Debtors in their reorganizational efforts. Further, the Debtors propose to pay priority tax creditors over a 50-month period with 3% interest until their priority claims are paid in full. Finally, the Debtors propose to pay a percentage on the dollar to general unsecured creditors without interest over a period of 60 months. All priority and unsecured payments will commence with the "effective date of the plan", which is the 15th day after the court order confirming the Plan. Payments to the mortgage lender commenced under the new agreement October 2016. The Disclosure Statement is available at: http://bankrupt.com/misc/16-02464-32.pdf William Barry Bland and Sherrill Ann Robertson-Bland filed for Chapter 11 bankruptcy protection (Bankr. D.S.C. Case No. 16-02464) on May 17, 2016. Robert H. Cooper, Esq., at The Cooper Law Firm serves as the Debtor's bankruptcy counsel. WILSON'S OUTDOOR: Unsecureds To Recover 100% Over 5 Years --------------------------------------------------------- Wilson's Outdoor Services, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany the Debtor's small business plan dated Nov. 14, 2016. Class 10, General Unsecured Creditors will be paid the sum of $186,598.71 over five years. They will not receive interest on their claims after the commencement of the case. The dividend is anticipated to be 100% of the allowed claims as of the date the case was filed. The Debtor has continued to operate its business during this Chapter 11 case. The reduction in the secured claims will allow the Debtor to service its secured creditor payments and allow for the necessary funds to fund the plan and continue the operation of its business. The Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-22190-119.pdf Wilson's Outdoor Services, LLC, operates an excavation business and provides services for companies in the energy industry. The Debtor also provides snow removal services in the winter months. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-22190) on June 14, 2016. The Debtor is represented by David Z. Valencik, Esq., and Donald R. Calaiaro, Esq., at Calaiaro Valencik. WS STORES CORP: Unsecureds To Recoup 100% in Monthly Installments ----------------------------------------------------------------- WS Stores, Corp, filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement dated Nov. 14, 2016. General unsecured creditors are classified in Class 5, and will receive a distribution of 100% of their allowed claims, in monthly installments commencing the first month after the effective date of the plan. Upon the effective date of the plan, unsecured creditors will receive a non-interest bearing note payable in monthly installments for ten years. Payments and distributions under the Plan will be funded by the continued operation of debtors business. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-03471-56.pdf WS Stores, Corp has done business under the name of Wilbys since 2005 in Cidra, Puerto Rico, as a convenience store/supermarket. The Debtor (Bankr. D.P.R., Case No. 16-03471) filed a Chapter 11 Petition on April 29, 2016. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Debtor's counsel is Teresa M Lube Capo, Esq., at Lube & Soto Law Offices PSC, in San Juan, Puerto Rico. The Debtor's estimated assets range from $100,000 to $500,000 and estimated liabilities from $1 million to $10 million. The petition was signed by Jose W. Flores Santos, president. YAPPN CORP: Amends 14.8 Million Shares Resale Prospectus -------------------------------------------------------- Yappn Corp. filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the public offering of up to 14,840,964 shares of Yappn Corp.'s $0.0001 par value per share common stock by Portmann Capital Management Limited, David Wonch, AlphaNorth Asset Management, et al., upon conversion of promissory notes and/or warrants currently held by the selling stockholders, specifically (i) 8,227,821 shares of Common Stock issued and outstanding (ii) 907,200 shares of Common Stock issuable to them upon exercise of promissory notes including interest to the maturity date (iii) 273,272 shares of Common Stock issuable to them to Sept. 30, 2017, for interest since the maturity date and various contractual penalties and (iv) 5,432,671 shares of Common Stock issuable to them upon exercise of warrants. The warrants have an exercise prices varying from $0.25 to $2.20 per share. The Securities and Exchange Commission may take the view that, under certain circumstances, any broker-dealers or agents that participate with the Selling Stockholders in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. The Common Stock is quoted on the Over-The-Counter Bulletin Board and trades under the symbol "YPPN". The last reported sale price of the Common Stock on the Over-the-Counter Bulletin Board on Nov. 15, 2016, was $0.07 per share. The Company will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. To the extent the warrants are exercised for cash, if at all, the Company will receive the exercise price for those warrants. The Company will pay all of the registration expenses incurred in connection with this offering (estimated to be approximately $10,471.94) but the Selling Stockholders will pay all of the selling commissions, brokerage fees and related expenses. A full-text copy of the Form S-1/A is available for free at: https://is.gd/If98xi About Yappn Yappn Corp. is a real-time multilingual company that aims to amplify brand and social messaging, expand online commerce and provide customer support by globalizing these experiences with its proprietary technologies, solutions and linguistic computational approach to language service and engagement. The Company maintains its headquarters in New York. The Company's balance sheet at Aug. 31, 2016, showed total assets of $5.55 million, total liabilities of $8.34 million and stockholders' deficit of $2.79 million. "Implementation of the Company business plan will require additional debt or equity financing and there can be no assurance that additional financing can be obtained on acceptable terms. The Company has realized limited revenues to cover its operating costs. As such, the Company has incurred an operating loss since inception. This and other factors raise substantial doubt about their ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet their obligations, to obtain additional financing as may be required, and ultimately to attain profitability. The interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty," as disclosed in the Company's quarterly report for the period ended Aug. 31, 2016. YBRANT MEDIA: Daum Global Tries To Block Approval of Plan Outline ----------------------------------------------------------------- Judgment creditor Daum Global Holdings Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York an objection to Ybrant Media Acquisition, Inc.'s disclosure statement and plan of reorganization filed on Nov. 4, 2016. Single substantial creditor Daum -- owed more than $37 million in judgments entered on a joint and several basis against the Debtor and its parent company in India, Ybrant Digital Ltd -- complains that: a. the Disclosure Statement fails to adequately describe the proposed treatment of Daum under the Plan. Nonetheless, Daum would note several specific grounds of objection. The Plan recited that Daum's claim would be "unimpaired". Daum must object that no such agreement has been reached or filed with the Court and how this funding is to be provided has not been revealed and accordingly the proposed Disclosure Statement lacks adequate information. Payment from "available cash" is no assurance that cash will be available as all that Ybrant Digital has now is a non-binding letter of intent from White Oak conditioned upon "White Oak's satisfaction of due diligence and the execution of definitive documentation"; b. the Disclosure Statement fails to adequately describe how the other pending litigations will be resolved under the Plan. The Disclosure Statement does not address the course to be followed in the other pending litigations in which the parties are engaged, in New York State Supreme Court and in the federal district court. What is to be done about the turnover order commanding Ybrant Digital to turn over the shares of all its worldwide subsidiaries (including the shares of the Debtor) is conspicuously absent from the Plan and the Disclosure Statement; c. the Disclosure Statement and the Plan appears to improperly classify the Debtor's present counsel as non- insider. Daum also objects to the Disclosure Statement and the Plan because the classification of the creditors is not appropriate. The Disclosure Statement indicates that the claims of Ybrant affiliates, including Lycos, Dyomo Corp. and Ybrant Digital itself are "Unsecured Claims of Insiders" and as such these creditors' votes will not be counted; d. the Disclosure Statement lacks any liquidation analysis; e. The Disclosure Statement incorrectly describes Daum's claim as subordinate to claims of other creditors. The Debtor also appears to err in its statement on page 26 of the Disclosure Statement that in liquidation the claim of Daum "would be subordinated to the Claims of all other creditors in accordance with section 510(b) of the Bankruptcy Code." To the contrary, the claim of Daum is for a fixed monetary amount arising from a contract concluded between unaffiliated parties. In selling the shares of Lycos to the Debtor, Daum did not contract for an equity participation in Debtor's group but for a monetary amount owed to it by Debtor and guaranteed by Debtor's parent, both corporations unaffiliated with Daum. The Objection is available at https://is.gd/koe5yy Daum is represented by: Bo-Yong Park, Esq. William J.T. Brown, Esq. THE LAW OFFICE OF BO-YONG PARK, P.C. 2429A 2nd Street Fort Lee, NJ 07024 Tel: (800) 615-6470 E-mail: bpark@byplaw.com About Ybrant Media Ybrant Media Acquisition, Inc., was incorporated in 2007 and is a wholly-owned subsidiary of Ybrant Digital Limited, a global digital marketing company organized under the laws of India, whose shares are publicly traded on the Bombay Stock Exchange and the National Stock Exchange of India. The Debtor was created for the purpose of purchasing and managing the assets of Internet and media-related businesses. Ybrant Media filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10597) on March 14, 2016. The petition was signed by Suresh K. Reddy as chief executive officer. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. Rosen & Associates, P.C., serves as the Debtor's counsel. YRC WORLDWIDE: CFO James Pierson Quits -------------------------------------- James G. Pierson, executive vice president and chief financial officer of YRC Worldwide Inc., resigned effective Dec. 31, 2016. Also on Nov. 18, 2016, the Company appointed Stephanie D. Fisher as the Company's acting chief financial Officer effective Jan. 1, 2017. Mr. Pierson is resigning to take a chief financial officer position with a privately-held building supply and material company located near his home in the Dallas, Texas metropolitan area, where his family resides. Mr. Pierson has commuted from Dallas for the last eight years beginning in 2008 when he served as a financial advisor to the Company, and from 2011 to the present while serving the Company as Chief Financial Officer. "We want to extend our deepest gratitude to Mr. Pierson for his service, contributions, and commitment to the Company, including the personal family sacrifice experienced with commuting for eight years," said James Welch, chief executive officer. "Jamie has been a great partner, working closely with me, and I wish him well in his new endeavor." To ensure an orderly and full transition of the chief financial officer role, it is anticipated that Mr. Pierson will serve as a consultant for a period of six months subsequent to the effective date of his resignation. The Company and Mr. Pierson are negotiating an agreement to memorialize the terms of this arrangement and related separation matters. Stephanie Fisher, 39, joined the Company in 2004 and currently serves as vice president and controller. Prior to her current position, Ms. Fisher served as manager of accounting from November 2007 to June 2011 and Director of Financial Reporting from June 2011 to May 2012. Ms. Fisher has more than 15 years of experience in accounting, financial analysis and corporate compliance. Ms. Fisher began her career at the accounting firm Ernst & Young, where she served as both Staff and senior auditor, primarily completing financial audits for clients in the Retail and Consumer Products industries. Ms. Fisher earned a Bachelor's degree in Business Administration and a Masters of Accountancy from Kansas State University. As acting chief financial officer, Ms. Fisher will continue to receive an annual salary of $255,000, short-term cash incentive compensation (subject to the achievement of pre-determined goals) with a target award of 100% of base salary and long-term equity incentive compensation with a target award equal to 100% of base salary. In addition, it is anticipated that upon appointment of a new chief financial officer, Ms. Fisher will receive additional compensation for her service as acting chief financial officer in an amount that is expected to approximate the differential between her current compensation and the annual compensation of a new chief financial officer. About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported net income attributable to common shareholders of $700,000 on $4.83 billion of operating revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $85.8 million on $5.06 billion of operating revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $1.87 billion in total assets, $2.21 billion in total liabilities and a total shareholders' deficit of $342.2 million. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide from 'Caa3' to 'B3', following the successful closing of its refinancing transactions. In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Overland, Kan.-based less-than-truckload (LTL) trucking company YRC Worldwide to 'B-' from 'CCC+'. "The upgrade reflects YRC's earnings growth and improved liquidity position, along with our belief that gradual improvement in the company's operating performance will result in credit measures that are commensurate with the rating," said Standard & Poor's credit analyst Michael Durand. YU HUA LONG: Unsecured Creditors Seek Ch. 11 Trustee Appointment ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will conduct a hearing on December 7, 2016, on the motion of the unsecured creditors of Yu Hua Long Investments, LLC, seeking the appointment of a Chapter 11 Trustee or, in the alternative, convert the case to one under Chapter 7, in the event that the Court is inclined to dismiss the bankruptcy case. According to the unsecured creditors, the Debtor has repeatedly and persistently failed to file and serve the disclosure documents, financial reports, and operating reports required under the Bankruptcy Act, thus, keeping the Creditors, the U.S. Trustee, and the Court completely in the dark as to the Debtor and the interested persons who control it, the Debtor's business and financial affairs, and its assets. Further, the unsecured creditors noted that good cause for the appointment of a Chapter 11 Trustee would best serve the interests of the creditors, because the Debtor -- and those who control it -- cannot be trusted to act as fiduciaries of the creditors. Any party opposing the motion is required to file and serve a written response at least 14 days before the scheduled hearing. The unsecured creditors are represented by: Bub-Joo S. Lee, Esq. Jay J. Chung, Esq. Anna Novruzyan, Esq. LEE ANAV CHUNG WHITE KIM RUGER & RICHTER LLP 520 S. Grand Avenue, Suite 1070 Los Angeles, CA 90071 Tel.: (213) 341-1602 Fax: (213) 402-8635 -- and -- Grant Courtney, Esq. LEE ANAV CHUNG WHITE KIM RUGER & RICHTER LLP 5000 NE North Tolo Road Bainbridge Island, WA 98110 Tel.: (206) 660-2059 Fax: (206) 842-1642 Yu Hua Long Investments LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-22745) on September 26, 2016, and filed pro se. ZEC INC: Limited Cash Raises Going Concern Doubt ------------------------------------------------ ZEC, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $409,530 on $20,936 of revenue for the three months ended September 30, 2016, compared to a net income of $760 on $960 of revenue for the same period in 2015. For the nine months ended September 30, 2016, the Company recorded a net loss of $876,136 on $26,414 of revenue, compared to a net income of $760 on $960 of revenue for the same period last year. The Company's balance sheet at September 30, 2016, showed total assets of $3.52 million, total liabilities of $3.43 million, and a stockholders' equity of $91,710. The Company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company has limited cash and other material assets and minimal revenues from operations during the three months and nine months periods ended September 30, 2016. The Company is relying on capital from investors to meet the majority of its operating expenses. A full-text copy of the Company's Form 10-Q is available at: https://is.gd/EupiRQ ZEC, Inc., is engaged in the business of selling specialty chemicals for use in a wide range of applications. The Company currently operates strictly as a licensing and sales representative company, with limited responsibility for developing, manufacturing, stocking or shipping products or for invoicing and collections. ZODIAC POOL: S&P Assigns 'B' CCR on Highly Leveraged Structure -------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Zodiac Pool Solutions S.a r.l. The outlook is stable. The company is operationally headquartered in Vista, California. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery ratings to the company's proposed $500 million first-lien term loan due 2023. The '3' recovery rating indicates S&P's expectation for meaningful (lower end of the 50% to 70% range) recovery in the event of payment default. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating to the proposed $170 million second-lien term loan due 2024. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10% range) recovery in the event of payment default. Upon close of the transaction S&P estimates the company will have roughly $676 million in adjusted debt outstanding. S&P includes $5.5 million worth of operating leases in the adjusted debt balance. The ratings reflect Zodiac's highly leveraged capital structure, narrow focus in pool maintenance equipment, geographic concentration in the U.S., and the highly seasonal and cyclical nature of the industry. The ratings also reflect Zodiac's above-average EBITDA margins from good pricing power, concentrated supplier position, flexible cost structure due to its large share of outsourced manufacturing, and the relatively stable underlying demand for pool cleaning/maintenance equipment needed to preserve pool functionality and value. S&P estimates pro forma adjusted debt leverage for this transaction is roughly 6.5x, and S&P forecasts debt to EBITDA to fall to roughly 5x by the end of fiscal 2018 owing to gradual debt reduction and steady EBITDA growth. Zodiac is a global producer of pool cleaning and equipment, including vacuums, heaters, pumps, filters, water care products, and other goods. Sales are driven by new pool construction (approximately 20% of total market) and existing pool maintenance and upkeep (approximately 80%). The former supports organic market growth, as new pools will eventually generate maintenance sales, which provides a solid stream of recurring revenue for Zodiac and its peers. The outlook is stable, reflecting S&P's expectation that the company will continue to improve EBITDA through cost reduction, sustained good pricing power, innovation, and supportive market conditions. S&P expects EBITDA growth to result in increased cash flow, which S&P believes the company will apply towards debt reduction. S&P could consider a negative rating action if the company experiences operating or industry difficulties that result in margins decreasing by over 300 basis points, or if it recapitalizes through an extraordinary dividend, leading forecasted leverage to be sustained above 7.5x. Given the risk of a future releveraging event resulting from its financial sponsor ownership and the company's narrow business model, it is unlikely that S&P would consider an upgrade over the next 12 months. S&P could, however, consider an upgrade if Zodiac's financial sponsor were to reduce its ownership stake to below 40%, while the company adopts a credible financial policy committed to reducing and sustaining leverage below 5x. ********* 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 ***