/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161207.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, December 7, 2016, Vol. 20, No. 341 Headlines 2908 LOVERS LANE: Case Summary & 9 Unsecured Creditors 399 LONE OAK: Voluntary Chapter 11 Case Summary 4099 HIGHWAY: Hires Womac Law as Counsel AIM STEEL: Creditors' Panel Hires Hays Potter as Counsel ALLSTATE CORP: Fitch Assigns 'BB+' Preferred Stock Rating ALTA MESA: S&P Affirms 'B-' Rating on Sr. Unsecured Notes AMBROSIO HERNANDEZ JR: Plan Confirmation Hearing on Jan. 4 AMERICAN AIRLINES: Fitch Affirms 'BB-' LT Issuer Default Rating AMERICAN APPAREL: Hires Mark Weinsten of Berkeley as CRO AMERICAN APPAREL: Notifies 3,500 Workers of Possible Layoffs AMERICAN PARKING: Needs Until March 6 to File Chapter 11 Plan ANTHONY THADDEUS CLAVO: Unsecureds To Recoup 5.23% Under Plan ARCHDIOCESE OF ST. PAUL: Bankruptcy Costs Approach $12-Mil. ASP EMERALD: Moody's Affirms B2 CFR & Changes Outlook to Negative ASURION LLC: Moody's Rates $1.2BB First-Lien Term Loan B1 ASURION LLC: S&P Assigns B+ Rating on $1.21BB 1st Lien Loan B-2 ATLANTIC CITY, NJ: State Averts Bond Default as Revival Plotted ATNA RESOURCES: Court Confirms Amended Liquidation Plan AUTOPARTS HOLDINGS: S&P Raises CCR to 'B-' on Proposed Refinancing AUTUMN COVE: Voluntary Chapter 11 Case Summary AVACEND INC: Court Allows HSB Cash Collateral Use on Final Basis AVACEND INC: Gets Final Nod to Use Hamilton Bank Cash Collateral AVERY LAND: Selling Equipment to Pay Utica AVIS BUDGET: DBRS Confirms BB Issuer Rating AVISON YOUNG: S&P Assigns 'B+' ICR & Rates Proposed Debt 'B+' BASIC ENERGY: Hires Deloitte as Tax Service Provider BENJAMIN AND BENT: Hires Fairbanks as Counsel BONANZA CREEK: Receives Noncompliance Notice from NYSE BONANZA CREEK: To Repay Borrowing Base Deficiency in 6 Installments BOWER CONTRACTING: Case Summary & 2 Unsecured Creditors BPS US HOLDINGS: Auction of All Assets on Jan. 30 BRADLEY LOTT: Plan Outline Gets Preliminary OK; Hearing on Jan. 5 BSD MANAGEMENT: Case Summary & 3 Unsecured Creditors BWAY HOLDING: Moody's Assigns B2 Rating on $1.24-Bil. Secured Loan CAROUSEL PROPERTIES: Case Summary & 4 Unsecured Creditors CEETOP INC: Sold 3 Million Preferred Shares to President CHANNEL TECHNOLOGIES: Hires Fernald Law as Special Counsel CHAPARRAL ENERGY: Plan Exclusivity Period Extended Thru Jan. 11 CHARLES DONALD LEONARD: DOJ Watchdog Seeks Ch. 11 Trustee CHENIERE CORPUS: Moody's Rates Proposed $1BB Sr. Sec. Bonds Ba3 CHENIERE CORPUS: S&P Gives Prelim. BB- Rating on $1BB Notes CHINA FISHERY: Ch. 11 Trustee Hires Hogan Lovells as Counsel CHINA FISHERY: Ch. 11 Trustee Hires Skadden Arps as Counsel CHINA TELETECH: Hires Centurion ZD CPA as Accountants CIRCULATORY CENTERS: Case Summary & 3 Unsecured Creditors CONSOLIDATED COMMS: FairPoint Deal No Impact on Moody's Ratings CONSTELLATION ENTERPRISES: Liquidating Trust Agreement Reached CORINTHIAN COLLEGES: Securities Fraud Suit Settlement Has Final OK COSI INC: LIMAB LLC Named Winning Bidder for Assets CRYSTAL WATERFALLS: Sale of All Assets to Huang for $23M Approved CSG SYSTEMS: Moody's Affirms Ba3 CFR; Outlook Stable DATA SYSTEMS: Court Confirms Ch. 11 Plan DEAN YOUNG: Hearing on Disclosure Statement Approval Set For Jan. 5 DEKADA CORPORATION: Disclosures Get Final OK, Plan Confirmed DIGITALGLOBE INC: S&P Rates New $1.47MM Secured Credit Facility BB+ DIRECTORY DISTRIBUTING: Hires Walker as Special Counsel DORCH COMMUNITY: Faces Medical, Billing Issues, 1st PCO Report Says DOWLING'S PALACE: Case Summary & Unsecured Creditor DOWNSTREAM DEVELOPMENT: Moody's Puts B3 CFR on Review for Upgrade DOWNSTREAM DEVELOPMENT: S&P Rates Proposed $250MM Sr. Notes 'B-' EASTERN POWER: S&P Lowers Rating on $1.6BB Term Loan to 'BB-' ELBIT IMAGING: Announces Third Quarter Results for 2016 ELENA DELGADILLO: S. Lopez Seeks Ch. 11 Trustee Appointment EMMAUS LIFE: Gets Notice of FDA PDUFA Date for L-Glutamine ENERGY FUTURE: E-Side Plan Hearings Moved to February ESSAR STEEL: Exclusive Plan Filing Period Extended Until May 4 FAIRPOINT COMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Positive FERGUSON CONVALESCENT: Still Faces Financial Concerns, PCO Says FIRED UP: TAGeX's Auction of Personal Property Approved FORT WALKER: Plan Filing Deadline Extended Until February 12 FOUNTAINS OF BOYNTON: Has Until January 5 to Solicit Plan Votes GARDEN GATE: Voluntary Chapter 11 Case Summary GAWKER MEDIA: Asks Court to Move Plan Filing Period to February 5 GLYECO INC: Files Copy of Slide Presentation with SEC GO YE VILLAGE: Disclosures Conditionally OK'd; Hearing on Jan. 18 HEARTLAND CARE: Case Summary & 20 Largest Unsecured Creditors HECTOR RICARDO CARMONA: Jan. 5 Disclosure Statement Hearing HERCULES OFFSHORE: British Unit Sells 2 Rigs to Magni for $130M HERCULES OFFSHORE: Liquidation Plan Declared Effective HILLCREST INC: Bond Purchase Tries To Block Plan & Disclosures OK HILLSBOROUGH RIVER: Disclosures Conditionally OK'd; Jan. 5 Hearing HORSHAM VALLEY GOLF: Plan Filing Deadline Moved Through January 2 HPA NORTHRIDGE: Case Summary & 2 Unsecured Creditors IMPLANT SCIENCES: Letter of Intent to Acquire Zapata Terminated INNOVATIVE CONSTRUCTION: M. Mansour Objects to Disclosure Statement INT'L MANUFACTURING: Plan Outline Okayed, Plan Hearing on Dec. 28 JACK HARRY GRANT: Plan Confirmation Hearing on Jan. 6 JEFFREY L. MILLER: Hires Buddy Ford as Bankruptcy Counsel JENNIFER MARIE PRICE: Hearing on Disclosures Set For Dec. 19 JOSEPH HEATH: Sale of Alexandria Property for $601K Approved KEY ENERGY: Court Confirms Prepackaged Ch. 11 Plan KEY ENERGY: Names Former Frank's Exec. as SVP & COO KIDS FIRST: Hires Brian L. Davies as Chapter 11 Counsel L & R DEVELOPMENT: Hires Inmuebles Bienes as Realtor LA PALOMA: Case Summary & 30 Largest Unsecured Creditors LADERA PARENT: Case Summary & Unsecured Creditors LIMITLESS MOBILE: Case Summary & 20 Largest Unsecured Creditors LIMITLESS MOBILE: Files Chapter 11 Bankruptcy Petition LIVE OAK: Hires Norred Law as Counsel LODGE HOLDINGS: Wash. DOR Seeks Dismissal, Ch. 11 Trustee LOUIS SOLOMON WELTMAN: Plan Confirmation Hearing on Jan. 12 LUCKY # 5409: Court Extends Plan Filing Period to May 8 M.A. GONZALEZ: Hires Gerdes Law as Attorney MHM HOLDINGS: Hires Statman Harris as Bankruptcy Counsel MILESTONE SCIENTIFIC: Gian Trombetta Remains as Unit CEO MILLENIUM LAB: Trustee May Take Discovery on Financial Collapse MURRAY TRANSFER: Case Summary & 20 Largest Unsecured Creditors MWM & SONS: Case Summary & 6 Unsecured Creditors NAMAL ENTERPRISES: Disclosures Conditionally OK'd; Jan. 11 Hearing NAUGHTON PLUMBING: Hires Smith & Smith as Attorney NCL CORP: Moody's Assigns B2 Rating on $700MM Sr. Unsec. Notes NCL CORP: S&P Assigns 'BB' Rating on $700MM Sr. Unsecured Notes NEW YORK CRANE: Hires Pro Star Pilatus as Broker NEWBURY COMMON: Wants Plan Filing Deadline Moved to February 6 NFP PARENT: S&P Affirms 'B' CCR After Announced Recapitalization NINJA METRICS: Hires Alpert Barr as Special Litigation Counsel NORTEL NETWORKS: Plan Confirmation Hearing Set for Jan. 24 OAK CREEK: Unsecureds To Be Paid in Full in 90 Days OAKLEY WOODS: Voluntary Chapter 11 Case Summary OCEANS FLAVOR: Case Summary & 20 Largest Unsecured Creditors ONIX CAPITAL: Chapter 15 Case Summary PAPERWORKS INDUSTRIES: Moody's Affirms B3 CFR, Outlook Negative PARAGON OFFSHORE: Inks Severance Deal with Former CEO Stilley PARAGON OFFSHORE: Proposes Feb. 10 Claims Bar Date PARAGON OFFSHORE: Wants Cash Collateral Termination Date Extended PEABODY ENERGY: Seeks to Repay $500M in DIP Loan Obligations PEABODY ENERGY: Seeks to Repay DIP Loans Before Maturity Date PEAK WEB: Needs Until February 28 to Obtain Plan Acceptances PENNGOOD LLC: Unsecureds to Get $318K, Plus 60 Monthly Payments PHARMACYTE BIOTECH: Incurs $974,000 Net Loss in Second Quarter PINE KNOLL: Voluntary Chapter 11 Case Summary POSITIVEID CORP: Enters Into $184K Note Purchase Agreement QTS REALTY: Moody's Raises CFR to 'B1' on Sound Operations QUATTRO EXPLORATION: Claims Bar Date Set for December 21 QVL PHARMACY: Hires KCP Advisory's Jacen Dinoff as CRO RAILYARD COMPANY: Trustee's Bid to Junk Equity Partners' Suit OK'd RANCHO PALOMITA: Hearing on Plan Disclosures To Be Held on Jan. 17 RECYCLING GROUP: Hires Statman Harris as Bankruptcy Counsel RELIABLE HUMAN: Dec. 15 Hearing to Determine PCO Appointment Set RICHARD DADASIEWICZ: Plan Outline Okayed, Plan Hearing on Jan. 11 RICHARD SAMUEL LOPEZ: Disclosures OK'd; Plan Hearing on Jan. 19 RICK KHOMAL BENISASIA: CarMax's Loan To Be Paid in Full ROBERT LEE ALDERMAN: Plan Outline Okayed, Plan Hearing on Jan. 19 ROBERT THOMAS LAMPE: To Fund Plan Through Businesses, Employment ROWAN COMPANIES: Moody's Assigns B1 Rating on New $400MM Sr. Notes ROWAN COS: S&P Lowers CCR to 'B+'; Outlook Stable RYCKMAN CREEK: Hires Todd Moser as Chief Financial Officer RYCKMAN CREEK: Hires William A. Lang as Chief Executive Officer SAMSON RESOURCES: U.S. Interior Dept. Objects to Plan Disclosures SERVICE EMPLOYEES: Case Summary & 20 Largest Unsecured Creditors SHANNON WOODS: Voluntary Chapter 11 Case Summary SHIROKIA MEZZ: Hires Klinger & Klinger as Accountant SILVER CREEK: Voluntary Chapter 11 Case Summary SINGLETON CREEK: Voluntary Chapter 11 Case Summary SIXTY SIXTY CONDOMINIUM: Case Summary & 20 Top Unsecured Creditors SOUTHEAST POWERGEN: S&P Lowers Project Rating to 'B+' SPENDSMART NETWORKS: Extends Maturity of Conv. Notes to May 2017 SPURLOW'S OUTDOOR: Jan. 5 Plan Confirmation Hearing STARWOOD PROPERTY: Moody's Raises CFR to Ba2, Outlook Stable STARWOOD PROPERTY: S&P Assigns 'BB-' Rating on $500MM Sr. Notes STEPHEN THIEL: Disclosures Get Prelim. OK; Plan Hearing on Jan. 5 SUPERIOR LINEN: Taps Province as Restructuring Advisors TALLIS GROUP: Case Summary & 16 Largest Unsecured Creditors TANDOORI AT TRANSIT: Seeks July 3 Plan Exclusivity Extension TAYLOR EQUIPMENT: Hires Mahady & Mahady as Counsel TEMPEST GROUP: Asks Court to Move Plan Filing Period to April 1 TLA TANNING: Hires Priority Business as Real Estate Broker TLC EDUCATION: Hires Hellmuth & Johnson as Attorney TLD BAR RANCH: Case Summary & 2 Unsecured Creditors TOMMY CAMPBELL: Hires Bird & Smith as Attorney TROUBLESOME CREEK: U.S. Trustee Unable to Appoint Committee TSALECH HOLDINGS: Case Summary & 11 Unsecured Creditors US ENERGY MANAGEMENT: Files Amended Disclosure Statement VALUEPART INC: Hires Greg Baracato of CR3 Partners as CRO VALUEPART INC: Hires UpShot Services as Noticing and Claims Agent VISTRA ENERGY: Moody's Affirms Ba2 CFR; Outlook Stable VISTRA ENERGY: S&P Affirms 'BB-' CCR & Rates New $1BB Debt 'BB+' WERTHAN PACKAGING: Case Summary & 25 Largest Unsecured Creditors WERTHAN PACKAGING: Wants to Get VPF DIP Loan, Use Cash Collateral WESTPORT HOLDINGS: Jan. 11 Plan Confirmation Hearing WPCS INTERNATIONAL: Robert Roller Relinguishes President Position WRWM PARTNERSHIP: Sale of Wilmington Pike Property for $650K Okayed WVA HIGH TECHNOLOGY: Seeks to Move Plan Filing Period to March 2 YELLOW CAB: Cal. Judge Okays Randy Sugarman as Ch. 11 Trustee ZOHAR CDO 2003: Funds Sue to Oust Lynn Tilton [*] November Commercial Bankruptcy Filings Up 26% from Past Year ********* 2908 LOVERS LANE: Case Summary & 9 Unsecured Creditors ------------------------------------------------------ Debtor: 2908 Lovers Lane Enterprises, LLC 2908 Lovers Lane University Park, TX 75225 Case No.: 16-34691 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser Debtor's Counsel: Gregory Wayne Mitchell, Esq. THE MITCHELL LAW FIRM, L.P. 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: 972-463-8417 Fax: 972-432-7540 E-mail: greg@mitchellps.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Saeed Mahbouby, president. A copy of the Debtor's list of nine unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-34691.pdf 399 LONE OAK: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: 399 Lone Oak, Ltd. 340 N. Sam Houston Pkwy. E., Suite 140 Houston, TX 77060 Case No.: 16-36117 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE 909 Fannin, Suite 3810 Houston, TX 77010 Tel: 713-659-1333 Fax: 713-658-0334 E-mail: margaret@mmmcclurelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joe Fogarty, Pres. of GP, 399 Lone Oak GP, Inc. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb16-36117.pdf 4099 HIGHWAY: Hires Womac Law as Counsel ---------------------------------------- 4099 Highway 36 North, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Womac Law as counsel to the Debtor. 4099 Highway requires Womac Law to: a. provide the Debtor legal advice with respect to its powers and duties as a debtor-in-possession in the continued management of their property; b. prepare all pleadings on behalf of the Debtor, that may be necessary; c. negotiate and submit a plan that is satisfactory to the Debtor, and the creditors at large; d. perform all legal services for the Debtor that may become necessary to the case and proceedings; e. assist the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; f. represent the Debtor at all hearings and other proceedings; g. review and analyze all applications, orders, statements of operations and schedules filed with the Court and advise the Debtor as to their propriety; h. assist the Debtor in preparing pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives; i. prepare and file a Motion to Sell under Section 363, when necessary; and j. perform such other legal services as may be required and are deemed to be in the interests of the Debtor in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code. Womac Law will be paid at these hourly rates: Brian D. Womac $300 Angeline V. Kell $200 Womac Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Angeline V. Kell, member of Womac Law, 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 their estates. Womac Law can be reached at: Angeline V. Kell, Esq. Brian D. Womac, Esq. WOMAC LAW 8301 Katy Freeway Houston, TX 77024 Tel: (713) 751-9200 Fax: (713) 751-0808 E-mail: angie@womanclaw.com brian@womanclaw.com About 4099 Highway 4099 Highway 36 North, LLC, based in Bellville, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-35555) on November 1, 2016. The Hon. Jeff Bohm presides over the case. Margaret Maxwell McClure, Esq., at Law Office of Margaret M. McClure, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Alwin G. Morgan, managing member. AIM STEEL: Creditors' Panel Hires Hays Potter as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of Aim Steel International, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to retain Hays Potter & Martin, LLP as counsel to the Committee. The Committee requires Hays Potter to: a. advise the Committee with respect to its rights, duties and powers in the Chapter 11 cases; b. assist and advise the Committee in its consultations with the Debtors relating to the administration of the Chapter 11 case; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' businesses; e. assist the Committee in analyzing intercompany transactions and issues relating to the Debtors' non-debtor affiliates; f. assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executor contracts, asset dispositions, financing of other transactions and the terms of a plan of reorganization for the Debtors; g. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in the Chapter 11 case; h. represent the Committee at all hearings and other proceedings; i. review, analyze, and advise the Committee with respect to all applications, orders, statements of operations and schedules filed with the Court; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and k. perform such other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's power and duties as set for in the Bankruptcy Code. Hays Potter will be paid at these hourly rates: Partners and Of Counsel $300 Paralegals $175 Other Support Staff $125 Hays Potter will also be reimbursed for reasonable out-of-pocket expenses incurred. James W. Hays, member of Hays Potter & Martin, 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 (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Hays Potter can be reached at: James W. Hays, Esq. HAYS POTTER & MARTIN, LLP 3945 Holcomb Bridge Road, Suite 300 Peachtree Corners, GA 30092 Tel: (770) 934-8858 E-mail: beau@hpmlawatl.com About AIM Steel AIM Steel International, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-67661) on Oct. 3, 2016. The petition was signed by David Brown, general manager. At the time of the filing, the Debtor disclosed $578,812 in assets and $2.67 million in liabilities. Ian M. Falcone, Esq., at The Falcone Law Firm, P.C., serves as the Debtor's bankruptcy counsel. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Oct. 27 appointed three creditors of AIM Steel International, Inc., to serve on the official committee of unsecured creditors. ALLSTATE CORP: Fitch Assigns 'BB+' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has assigned a 'BBB+' rating to The Allstate Corporation's new $550 million 3.28% senior notes due 2026 and $700 million 4.20% senior notes due 2046; the issuance is anticipated to close on Dec. 8, 2016. KEY RATING DRIVERS The ratings for the new offerings are equivalent to the rating on Allstate's existing senior debt. Proceeds from the issuance will be used for general corporate purposes, including in part to fund its recently announced, approximately $1.4 billion acquisition of consumer protection plan provider, SquareTrade Holding Company, Inc. Fitch expects pro forma financial leverage following the senior note issuance to increase to 24.8% from 20.9% at Sept. 30, 2016. Fitch last reviewed the ratings of Allstate and its insurance operating subsidiaries on July 12, 2016. RATING SENSITIVITIES Key rating triggers for Allstate that could lead to an upgrade include: -- Sustainable capital position measured by net leverage excluding life company capital below 3.8x and a score approaching 'Very Strong' on Fitch's Prism capital model; -- No material deterioration in underwriting profitability of the property/casualty operations from current levels. Given its Negative Outlook, Fitch considers an upgrade of Allstate Life Insurance Company (ALIC) unlikely over the near- to intermediate-term. The following rating triggers could result in a revision of ALIC's Outlook to Stable from Negative: -- An improvement in statutory Risky Assets/TAC ratio to 200% with operating performance remaining stable; -- Fitch's view of its strategic importance changes to 'Core' from 'Very Important'. Given its relatively small size and scale, American Heritage Life Insurance Company (AHLIC) is unlikely to be upgraded in the near- to intermediate-term, but the following could result in an upgrade over the longer term: -- Fitch's view of its strategic importance changes to 'Very Important' from 'Important' or if the agency's view of parent support merits a greater degree of uplift. Key rating triggers for Allstate that could lead to a downgrade include: -- A prolonged decline in underwriting profitability that is inconsistent with industry averages or is driven by an effort to grow market share during soft pricing conditions; -- Significant deterioration in capital strength as measured by Fitch's capital model, NAIC risk-based capital, and statutory net leverage. Specifically, if net leverage excluding life company capital approached 5x it would place downward pressure on ratings; -- Significant increases in financial leverage ratio to greater than 30%; -- Liquid assets at the holding company of less than one year's interest expense, and preferred and common dividends. Key rating triggers that could lead to a downgrade for ALIC include: -- Statutory Risky Assets/TAC ratio deteriorates further; -- Fitch's view of its strategic importance weakens. Key rating triggers that could lead to a downgrade for AHLIC include: -- Financial performance or capitalization deteriorates significantly; -- Fitch's view of its strategic importance weakens. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Allstate Corporation -- $550 million 3.28% senior notes due 2026 at 'BBB+'; -- $700 million 4.20% senior notes due 2046 at 'BBB+'. Fitch currently rates the Allstate entities as follows: The Allstate Corporation -- Long-Term Issuer Default Rating at 'A-'/Stable Outlook; -- Preferred stock at 'BB+'; -- Commercial paper at 'F2'; -- Short-Term IDR at 'F2'. The following senior unsecured debt at 'BBB+': -- 6.75% $177 million debenture due May 15, 2018; -- 7.45% $317 million debenture due May 16, 2019; -- 3.15% $500 million debenture due June 15, 2023; -- 6.125% $159 million note due Dec. 15, 2032; -- 5.35% $323 million note due June 1, 2033; -- 5.55% $546 million note due May 9, 2035; -- 5.95% $386 million note due April 1, 2036; -- 6.9% $165 million debenture due May 15, 2038; -- 5.2% $62 million note due Jan. 15, 2042; -- 4.5% $500 million note due June 15, 2043. The following junior subordinated debt at 'BBB-': -- 6.125% $224 million debenture due May 15, 2067; -- 5.10% $500 million subordinated debenture due Jan. 15, 2053; -- 5.75% $800 million subordinated debenture due Aug. 15, 2053; -- 6.5% $500 million debenture due May 15, 2067. Allstate Insurance Company Allstate County Mutual Insurance Co. Allstate Indemnity Co. Allstate Property & Casualty Insurance Co. Allstate Texas Lloyd's Allstate Vehicle and Property Insurance Co. Encompass Home and Auto Insurance Co. Encompass Independent Insurance Co. Encompass Insurance Company of America Encompass Insurance Company of Massachusetts Encompass Property and Casualty Co. -- Insurer Financial Strength (IFS) at 'A+'/Stable Outlook. American Heritage Life Insurance Co. -- IFS at 'A'/Stable Outlook. Allstate Life Insurance Co. Allstate Life Insurance Co. of NY -- IFS at 'A'/Negative Outlook. ALTA MESA: S&P Affirms 'B-' Rating on Sr. Unsecured Notes --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issue-level rating on Alta Mesa Holdings L.P.'s senior unsecured notes and revised its recovery rating on the debt to '4' from '3' following the company's announcement that it is upsizing its new senior unsecured notes due 2024 by $50 million to $500 million. The '4' recovery rating indicates S&P's expectation that lenders would receive average recovery (30%-50%; upper half of the range) of their principal in the event of a payment default. The company plans to use the proceeds from the add-on to pay down its revolving credit facility. RATINGS LIST Alta Mesa Holdings L.P. Corporate credit rating B-/Stable/-- Issue-Level Rating Affirmed; Recovery Rating Revised To From Alta Mesa Holdings L.P. Alta Mesa Finance Services Corp. Senior Unsecured B- B- Recovery Rating 4H 3L AMBROSIO HERNANDEZ JR: Plan Confirmation Hearing on Jan. 4 ---------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, approved Ambrosio Hernandez, Jr.'s disclosure statement for his Chapter 11 plan of reorganization, dated Oct. 20, 2016. The Troubled Company Reporter previously reported that under the Plan, the Debtor proposed to pay unsecured creditors 25% of their allowed unsecured claims through equal monthly payments of principal based on a three-year plan term. Dec. 23, 2016 is fixed as the last day for filing written acceptances or rejections of the Plan. Jan. 4, 2017 at 9:30 A.M. is fixed for the hearing on confirmation of the Plan. Dec. 23, 2016 is fixed as the last day for filing and serving written Objections to Confirmation of the Plan of Reorganization. Ambrosio Hernandez, Jr., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51781) on August 5, 2016, and is represented by William R. Davis, Jr, Esq., at Langley & Banack, Inc. AMERICAN AIRLINES: Fitch Affirms 'BB-' LT Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) for American Airlines Group Inc. (American, AAG) at 'BB-'. The ratings also apply to American's primary operating subsidiary, American Airlines, Inc. The Rating Outlook is Stable. Fitch has also taken various rating actions on American's EETCs as described at the end of this release. The 'BB-' rating is supported by the solid operating margins and sizeable cash flows that American has generated since its merger with US Airways in December 2013 as well as the management of its merger integration process over the past three years. Fitch expects that American's margins will likely come down from peak levels generated in 2015 and 2016 due to cost pressures, the possibility of higher fuel prices, and a soft unit-revenue environment. Nevertheless, profitability is expected to remain well above levels generated prior to American's bankruptcy and merger with US Airways. Positive factors for American are offset by a leveraged balance sheet and a cash deployment strategy that has been much more aggressive than its peers. Fitch calculates American's adjusted debt/EBITDAR at 4.1x for the LTM period ended Sept. 30, 2016. Leverage is expected to rise to around or slightly above 4.5x over the next 1-2 years, putting American at the high end of its peer group, and making it potentially more vulnerable in the event of an economic downturn. KEY RATING DRIVERS American continues to produce financial results that are significantly improved from the levels generated prior to its bankruptcy and merger with US Airways. Financial performance is driven in part due to lower fuel prices and a generally positive operating environment, but also due to improvements at American such as a broader route network, a more efficient fleet and other merger synergies. These improvements allowed American to generate operating margins that were in line with industry averages over the past three years and in 2015 that were better than both Delta and United. EBIT margins slipped compared to peers in the first part of 2016 but Fitch believes that American has the opportunity to close that gap in the near term. Labor cost pressures are expected at competing airlines in 2017. Meanwhile American still has some cost benefits to gain as it moves through its merger integration, potentially leading to a relative outperformance. American's relative underperformance this year is due in part to costs involved with on-going merger integration efforts and due to the timing of the ratification of new contracts with its labor unions. Pay increases included in union contracts began to flow through AAL's results in 2016, pushing non-fuel CASM up by 3.6% through the first nine months of the year. Over the same time period, revenue per available seat mile declined by 5.2%, leading to lower operating margins. Despite these headwinds, American produced a 16.2% EBIT margin in the LTM period, down slightly from the 17.8% produced in 2015, but well above the 11.9% or 8.1% margins produced in FY 2014 or 2013. Cash Deployment and Capital Structure Are Key Rating Negatives: Fitch views American Airlines' cash deployment strategy as a key limiter of near-term rating upgrades and as a potential concern for future negative rating actions. American has announced aggregate share repurchase authorizations of $9 billion since 2014. The company spent over $3.9 billion on share repurchases through the first nine months of this year, while taking on $2.8 billion in incremental debt. American's total on-balance-sheet debt has increased by nearly $6.8 billion since it emerged from bankruptcy in 2013. Fitch expects total debt to peak this year and to decline incrementally thereafter. Nevertheless, American's leveraged balance sheet leaves it in a position where credit metrics could deteriorate quickly in the event of a downturn. Fitch's concerns are partly offset by American's target of maintaining at least $6.5 billion in total liquidity including its $2.4 billion in revolver availability. Such a sizeable liquidity balance should allow the company to weather rough patches in the industry. FCF to Improve as Capital Spending Moderates: Fitch expects lower capital spending to drive material improvements in FCF in the coming years, and to potentially allow the company to begin to bring its total debt balance down. FCF is expected to rise to the low- to mid-single digits as a percentage of revenue by 2017 and 2018. Capital spending has been particularly high in recent years, as American has gone through a major overhaul of its fleet. Capex topped $4.4 billion in 2013, $5.3 billion in 2014 and $6 billion in 2015. American has stated that total capex will be around $5.6 billion in 2016 and will start to decline thereafter as deliveries moderate. Fitch expects 2017 capital expenditures to be around $4.5 billion-$5 billion. Capital spending for 2018 will likely be materially lower still as aircraft deliveries drop off sharply. Integration Risks Are Largely in the Past Merger integration risks were a key concern following American's December 2013 merger with US Airways but those risks are now largely in the past. American managed through major IT projects such as switching to a new flight operating system in 2016 and switching to a single reservation system in 2015, with no disruption to its operations. As American moves past the merger integration, one-time costs should wane, and the company can re-focus its efforts on improving other areas of the business. Liquidity Financial flexibility is seen as sufficient for the rating, and is supported by the company's large cash balance and two revolvers totaling $2.4 billion in availability. Debt maturities are expected to range from $1.8 billion to $3.6 billion per year over the next three years. Fitch expects operating cash flow and on-balance-sheet cash to be sufficient to cover these obligations. However, the company will likely need to rely on debt markets in the coming years to fund its capital spending. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for American Airlines include -- Capacity growth in the low single digits through the forecast period; -- Continued moderate economic growth in the U.S. over the near term, translating into stable demand for air travel; -- Jet fuel prices equating to roughly $55/barrel on average for 2017, increasing to approximately $65/barrel by the end of the forecast period; -- Mid- to high-single-digit RASM decline in 2016 followed by low growth thereafter. RATING SENSITIVITIES Future actions that may individually or collectively cause Fitch to take a positive rating action include: adjusted debt/EBITDAR sustained below 4x -- FFO fixed charge coverage sustained around 3x -- Free cash flow generation above Fitch's base case expectations -- Moderating policies toward financial leverage and shareholder-friendly cash deployment Future actions that may individually or collectively cause Fitch to take a negative rating action include: -- Adjusted debt/EBITDAR sustained above 4.5x -- EBITDAR margins deteriorating into the low double-digit range -- Shareholder-focused cash deployment at the expense of a healthy balance sheet -- Liquidity sustained below 15% of LTM revenue Fitch has affirmed the following ratings: American Airlines Group Inc. -- Long-Term IDR at 'BB-'; -- Senior unsecured notes at 'BB-/RR4'. American Airlines, Inc. -- Long-Term IDR at 'BB-'; -- Senior secured credit facilities at 'BB+/RR1'. -- Series 2016 revenue bonds issued by the New York Transportation Development Corporation at 'BB'. The 'BB+/RR1' rating also applies to the $1 billion term loan B1 that American is in the process of pricing. Proceeds of the $1 billion term loan will be used to refinance American's existing $970 million term loan B-1. The loan will be secured by take-off and landing slots at LaGuardia and Washington Reagan. EETC Ratings Fitch has also reviewed the ratings for multiple American Airlines backed EETCs concurrent with its review of American's Issuer Default Rating (IDR). Fitch has downgraded the following rating: American Airlines Pass-Through Trust Certificates, Series 2013-2 -- Class A certificates to 'BBB' from 'BBB+' The downgrade is driven by declining appraisal values for the 777-200ERs contained in this portfolio. Asset value weakness has caused this senior tranche to no longer pass Fitch's 'BBB' category stress test. Thus the 'BBB' rating is reached by notching up from American Airlines' IDR and incorporates a high affirmation factor, the presence of a liquidity facility, and solid recovery expectations under Fitch's 'BB' level stress scenario. Fitch has applied a one-notch uplift for recovery for this transaction reflecting recovery expectations of greater than 90%. Note that Fitch's bottoms-up approach stipulates that subordinated tranches should achieve recovery expectations of a least 115% to warrant a notch of ratings uplift. That threshold does not apply in this instance, since this tranche represents the senior claim in the waterfall. Fitch has upgraded the following ratings: US Airways 2013-1 Pass Through Trust -- Class B certificates to 'BBB-' from 'BB+'; US Airways 2012-2 Pass Through Trust -- Class B certificates to 'BBB-' from 'BB+'; US Airways 2012-1 Pass Through Trust -- Class B certificates to 'BBB-' from 'BB+'. The ratings upgrades are based on improved recovery prospects for each of these B tranches as the transactions have amortized. Fitch has affirmed the following ratings: American Airlines Pass Through Trust Certificates, Series 2015- 1 -- Class A certificates at 'A'; -- Class B certificates at 'BBB'. American Airlines Pass Through Trust Certificates, Series 2014-1 -- Class A certificates at 'A'; -- Class B certificates at 'BBB-'. American Airlines Pass Through Trust Certificates, Series 2013-2 -- Class B certificates at 'BB+'; -- Class C certificates at 'BB-'. American Airlines Pass Through Trust Certificates, Series 2013-1 -- Class A certificates at 'A-'; -- Class B certificates at 'BB+'; -- Class C certificates at 'BB-'. US Airways 2013-1 Pass Through Trust -- Class A certificates at 'A'. US Airways 2012-2 Pass Through Trust -- Class A certificates at 'A'; -- Class C certificates at 'BB-'. US Airways 2012-1 Pass Through Trust -- Class A certificates at 'A'. Senior tranche affirmations are supported by levels of overcollateralization that continue to allow the transactions to pass Fitch's 'A' level stress scenarios. However, American Airlines' 2013-1 senior tranche is potentially at risk for a future downgrade given its limited headroom within Fitch's 'A' level stress test, which has been exacerbated by weakening valuations for older 777s and 737s. Subordinated tranche affirmations are based on the affirmation of American's corporate rating and on Fitch's unchanged opinion of the likelihood of affirmation for these pools of aircraft. EETC Rating Sensitivities Senior tranche ratings are primarily based on a top-down analysis based on the value of the collateral. Therefore, a negative rating action could be driven by an unexpected decline in collateral values. Subordinated tranche ratings are based off of the underlying airline IDR. As such, Fitch may upgrade various B tranches by a notch if American were upgraded to 'BB'. However, the B tranches may not be downgraded if American were downgraded to 'B+', as Fitch's EETC criteria allows for a wider notching differential for 'BB' and 'B' category rated airlines. AMERICAN APPAREL: Hires Mark Weinsten of Berkeley as CRO -------------------------------------------------------- American Apparel, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Berkeley Research Group, LLC as restructuring advisor and Mark Weinsten as chief restructuring officer to the Debtors. American Apparel requires Berkeley and Mr. Weinsten to: a. Finance Transaction Support -- establish improved cost accounting tools and process support product margins analysis; -- develop an integrated 3-5 year model. b. Cash Forecasting Support -- build and implement a dynamic cash forecasting model; -- assist management with cash management and prepare cash forecasts. c. Retail Transformation -- identify opportunities for revenue capture; -- test retain strategies. d. CRO Support -- assist the Debtors with cash flow budgeting, including analysis of actual cash receipts and disbursements and development of projections. -- assist the Debtors with preparing diligence and other information to facilitate the ongoing sales and auction processes and, if necessary, a restructuring or reorganization; -- assist the Debtors with financial analysis and modeling to support the closing of a sale transaction; -- provide court testimony as required; -- assist the Debtors with other ad hoc services, as requested. Berkeley will be paid at these hourly rates: Experts $700-$950 Senior Professionals $500-$650 Junior Professionals $300-$500 On August 8, 2016, Berkeley received a retainer in the amount of $355,000. Berkeley received an additional retainer in the amount of $150,000 on November 3, 2016. Berkeley will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Weinsten, member of Research Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Berkeley can be reached at: Mark Weinsten RESEARCH GROUP, LLC 70 W. Madison Street, Suite 5000 Chicago, IL 60602 Tel: (312) 429-7900 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 APPAREL: Notifies 3,500 Workers of Possible Layoffs ------------------------------------------------------------ Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy, reported that American Apparel LLC has notified nearly 3,500 of its California-based manufacturing and wholesale employees that they may lose their jobs in connection with its bankruptcy. According to the report, citing a copy of the notice the company has filed with a state employment agency, employees at American Apparel's Garden Grove, Los Angeles, South Gate and La Mirada locations could lose their jobs by January. An American Apparel spokeswoman told the Journal the federally required layoff notices "were purely a legal precaution and layoffs are not certain." American Apparel said it was filing the layoff notices in case buyers don't step forward to continue the manufacturing or corporate operations, the Journal related. More than a week after the layoff notices were delivered to employees, American Apparel officials sent a letter to employees discussing the Gildan bid and the uncertainty of sale efforts, the report further related. In the letter, which the Journal viewed, a human resources representative said in the near-term there would be no changes to salary, schedules and that benefits will remain the same, the Journal said. About American Apparel, LLC 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. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 22, 2016, appointed three creditors of American Apparel Inc. to serve on the official committee of unsecured creditors. AMERICAN PARKING: Needs Until March 6 to File Chapter 11 Plan ------------------------------------------------------------- American Parking System, Inc. requests the U.S. Bankruptcy Court for the District of Puerto Rico for an extension of its exclusivity periods within which the Debtor may file a Disclosure Statement and Plan of Reorganization and solicit acceptances that will lead to the confirmation of the plan of reorganization, through and including March 6, 2017. The Debtor relates that the filing of its Chapter 11 petition was incited by the Puerto Rico Treasury Department, in the midst of negotiating the payment of a sales tax liability, the Treasury closed the Debtor's facilities, jeopardizing a business of over 35 years and the jobs of over 165 employees. Since the October 11, 2016 bar date for filing proof of claim for governmental entities has already elapsed, the Debtor is currently in the process of reconciling its claims, including the proofs of claim filed by the Department of Treasury that are completely overstated and need to be further evaluated so the Debtor may file the corresponding objections to claims. The Debtor relates that since it was unable to extend the deadline to pay the agreed upon discounted payoff to its then secured creditor Condado 2 LLC, the Debtor was forced to scramble to get DIP financing, which was subsequently approved by the Court. As such, the Debtor's efforts since the commencement of its Chapter 11 case have been geared towards extending the agreement with its secured creditor and then towards obtaining the needed DIP Financing. Now, since the Debtor has already obtained the DIP Financing to comply with the discounted payoff agreement and eliminating on the way more than $29,000,000 of its debts, the Debtor can now focus on its reorganization plan. About American Parking Headquartered in San Juan, Puerto Rico, American Parking System Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-02761) on April 8, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Miguel Cabral Veras, president. Judge Edward A Godoy presides over the case. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, serves as the Debtor's bankruptcy counsel. The Debtor employs WRG Certified Public Accountants, P.S.C., and its managing partner, CPA William Rodriguez, as financial advisor. ANTHONY THADDEUS CLAVO: Unsecureds To Recoup 5.23% Under Plan ------------------------------------------------------------- Anthony Thaddeus Clavo, Sr., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement dated Nov. 21, 2016, for the Debtor's plan of reorganization. The Debtor will pay holders of Class 16 General Unsecured Claims -- estimated to total $2,391,076.39 -- a pro rata share of $125,000 paid in 32 quarterly payments of $3,906.25 each, commencing on the 1st day of the first quarter following the Effective Date and continuing by the first day of each subsequent quarter for a total of 32 payments. The holders will recover 5.23%. The Debtor will pay all claims from Debtor's post-petition income. The Debtor shows that he will pay administrative expense claims from the "new value" included in Class 18 of the Plan or from some other source if no "new value" contribution under Class 18 is required. Additionally, the Debtor intends to sell his residence to satisfy the mortgage secured by his Residence and pay other claims under the Plan. The Debtor intends to sell Xcogitate's interest in Foot Pain, LLC, to fund the payments under the Plan. In the event of a sale of interest, the Debtor intends to use all proceeds after payment of closing costs (including any resulting tax obligations from the sale) from Foot Pain to fund the Debtor's Plan obligations, including administrative expense claims. The Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-6345-57.pdf The Plan was filed by the Debtor's counsel: Cameron M. McCord, Esq. Leon S. Jones, Esq. JONES & WALDEN, LLC 21 Eighth Street NE Atlanta, Georgia 30309 Tel: (404) 564-9300 E-mail: cmccord@joneswalden.com ljones@joneswalden.com About Anthony Thaddeus Clavo Anthony Thaddeus Clavo, Sr., is a resident of the City of Atlanta, State of Georgia. He is a board certified anesthesiologist and pain management physician. From 2003 to 2015, he operated Southern Pain Institute, P.C., as its sole owner and physician. Southern Pain operated a healthcare business with locations at (i) 1975 Highway 54 W, Suite 100, Peachtree City, Georgia, and (ii) 1309 Wellbrook, Conyers, Georgia, which was a clinic for the treatment of patients with serious, recurring pain. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-63451) on Aug. 2, 2016. Cameron M. McCord, Esq., at Jones & Walden, LLC, serves as the Debtor's bankruptcy counsel. ARCHDIOCESE OF ST. PAUL: Bankruptcy Costs Approach $12-Mil. ----------------------------------------------------------- The American Bankruptcy Institute, citing Martin Moylan of MPR News, reported that a federal judge will consider millions of dollars more in payments to attorneys and other professionals working on the bankruptcy of the Archdiocese of St. Paul and Minneapolis. According to the report, the latest requests for fees and expenses total $4.5 million. If the requests are granted, that would bring the tab for legal and related professional service costs for the bankruptcy to about $12 million, the report noted. A hearing on bankruptcy reorganization plans will be held on Dec. 15, 2016. About the Archdiocese of Saint Paul and Minneapolis The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC dba Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer was appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. ASP EMERALD: Moody's Affirms B2 CFR & Changes Outlook to Negative ----------------------------------------------------------------- Moody's Investors Service changed the outlook for ASP Emerald Holdings, LLC, to negative from stable as a result of the planned $132 million dividend to its private equity sponsor following the sale of its Emerald Specialty business group that will result in increased leverage, due to the lost earnings and no debt reduction. The negative outlook reflects the sizable cash distribution to the owner, reduced earnings from the Emerald Specialty business sale, its planned sale of the PANIT business, and the proposed increase in second lien interest expense. To facilitate the transaction, $65 million of the first lien term loan is being repaid and then an equivalent $65 million incremental term loan is being added; as such there is the same level of debt following this transaction. Moody's also affirmed the ratings of Emerald; including the Corporate Family Rating at B2 as well as the B1 and Caa1 ratings of Emerald Performance Materials LLC, first and second lien credit facilities, respectively. Moody's took these actions: ASP Emerald Holdings, LLC Outlook: Negative from Stable Emerald Performance Materials, LLC Outlook: Negative from Stable Ratings affirmed: ASP Emerald Holdings, LLC Corporate family rating -- B2 Probability of default rating -- B2-PD Emerald Performance Materials, LLC $75 million Senior Secured Revolver due 2019 -- B1, LGD3 $529 million Senior Secured 1st Lien Term Loan due 2021 -- B1, LGD3 $230 million Senior Secured 2nd Lien Term Loan due 2022 -- Caa1, LGD5 RATINGS RATIONALE Emerald's B2 CFR reflects its elevated leverage (5.8x for the LTM Sept. 30, 2016, pro forma for the sale of its Emerald Specialty business group), modest size (pro forma revenues of roughly $589 million for the LTM Sept. 30, 2016), continued capital expansion spending through 2018, and the proposed sale of its PANIT business group. The sale of the Emerald Specialty business division and sizable $132 million distribution occurs two years after the new owners acquired the company. While the increased pro forma leverage is permitted under the credit agreements, Moody's would expect that the proposed sale of the PANIT business would be executed in conjunction with a reduction in debt as the equity sponsor owner has indicated it will target a leverage neutral transaction following a sale of the PANIT business group. The agreement still permits for the sale of the CTS business, not contemplated at this time, thus excluding only the Kalama business from disposition. However, the proposed amendment somewhat tightens the credit agreement, mandating that pro forma leverage be no greater than 5.75x. The rating is supported by Emerald's expanded capacity that has improved margins and cash generating capabilities. Moody's expects Emerald to generate positive free cash flow of over $30 million in 2017 that will be used for debt reduction. The rating also incorporates Emerald's meaningful market positions in many of its niche market segments, moderate product portfolio diversity, demonstrated benefits from vertical integration (toluene oxidation capability), and unique opportunity for continued growth in non-phthalate plasticizers. Emerald's financial performance has benefited from the decline in feedstock costs, which are tied to crude oil prices, and significant international production. The credit is also supported by Emerald's geographical footprint (four US manufacturing facilities, one facility in the Netherlands, one facility in the United Kingdom and a tolling operation in Argentina) and limited customer concentration. (All ratios include Moody's Standard Adjustments. Emerald's Adjustments for Pensions and Operating Leases add $8 million to debt, primarily from the capitalizing of operating leases.) Emerald's liquidity is supported by its cash generating capabilities evidenced by LTM retained cash flow of $83 million as of Sept. 30, 2016, and its $75 million senior secured revolver, which is undrawn as of Sept. 30, 2016. Cash on the balance sheet is $21.7 million as of Sept. 30, 2016. Additionally, Moody's expects Emerald to generate over $70 million of retained cash flow in 2017 which should be used to fund capital expenditures and reduce debt. The $75 million revolver due 2019 has a first lien leverage test of 7.25x, with which Emerald should be comfortably in compliance over the next 12-18 months. The $529 million senior secured first lien term loan due 2021 has a 50% excess cash flow sweep mechanism, with step-downs to 25% under 6.0x total leverage and 0% under 5.5x total leverage. The $230 million senior secured second lien term loan due 2022 does not contain financial covenants. Moody's expects capital expenditures to remain elevated through 2018 due to planned capacity expansions, thereafter Moody's expects capital expenditures to decrease in 2019 to more moderate levels as capital spending programs are completed. Capital expenditures have averaged about 6% of revenues over the last two years under the equity sponsor, American Securities, ownership. There is no regular dividend and Moody's expects that American Securities will direct all excess cash generated for debt reduction as it has in other portfolio companies. Additionally, the company is in the process of selling its PANIT business, it has a 5.75x total leverage test for such dispositions (including CTS and PANIT). The private equity sponsor has indicated that it would maintain a leverage neutral position upon completion of sale of the PANIT business. The negative outlook reflects the temporarily elevated leverage following the sale of the Emerald Specialty group of businesses as well as the potential for the sale of the PANIT business that will further concentrate earnings. The outlook could be stabilized if leverage was sustained below 5.0x. The rating has limited upside due to the small size of the company as measured by revenues. Moody's could contemplate a positive ratings move if leverage were sustained below 4.25x, Retained Cash Flow/Debt were above 15%, and sponsor's financial priorities would allow the company to maintain these metrics while retaining its product and geographic diversity. The ratings could be lowered if leverage remains above 5.5x by year end 2017 or if the sale of the PANIT business does not result in debt reduction such that the leverage impact is neutral. ASP Emerald Holdings LLC, headquartered in Cuyahoga Falls, Ohio is a producer of specialty chemicals used in a wide range of food and industrial applications. The company was acquired in late-2014 by private equity firm American Securities from prior private equity owner Sun Capital Partners Inc. Emerald reported sales of $589 million for the twelve months ended Sept. 30, 2016, (pro forma for the sale of its Emerald Specialty business group). ASURION LLC: Moody's Rates $1.2BB First-Lien Term Loan B1 --------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to a $1.2 billion replacement first-lien term loan being issued by Asurion, LLC, an indirect subsidiary of Lonestar Intermediate Super Holdings, LLC (corporate family rating B2), which is wholly owned by NEW Asurion Corporation (NEW Asurion). Asurion, LLC will use proceeds from the new term loan, due in July 2020, to repay its remaining first-lien term loan due in May 2019, refinance its existing first-lien term loan due in July 2020 at a lower spread, and pay related fees and expenses. The outlook for the company's ratings is stable. Assignments: Issuer: Asurion, LLC Senior Secured Bank Credit Facility, Assigned B1 (LGD 3) RATINGS RATIONALE NEW Asurion's ratings reflect its dominant position in mobile protection (MP) distributed through wireless carriers in the US, its significant market presence in Japan, and its growing presence in other selected international markets, according to Moody's. NEW Asurion also has a good position in the US market for extended service contracts (ESC). The group has a record of efficient operations, excellent customer service and profitable growth in its main business segments. These strengths are offset by the group's high financial leverage, its business concentrations among certain wireless carriers and retailers, and slowing growth prospects in the relatively mature US ESC market. Also, risk management becomes a greater challenge as the group expands internationally. NEW Asurion has improved its profitability over the past couple of years through healthy revenue growth in US and international MP, along with cost savings from a prior restructuring program. Moody's expects the group to remain a global leader in MP. NEW Asurion has total borrowings of just over $8 billion, resulting in a debt-to-EBITDA ratio in the range of 6.5x-7x and (EBITDA - capex) coverage of interest of about 2x, per Moody's calculations, which incorporate accounting adjustments for operating leases and noncontrolling interest expense. NEW Asurion's financial leverage is somewhat high for the single-B rating category, but Moody's expects the company to reduce it gradually. Factors that could lead to an upgrade of NEW Asurion's ratings include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest exceeding 2.5x, (iii) free-cash-flow-to-debt ratio above 6%, and (iv) EBITDA margins exceeding 20%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 7x, (ii) (EBITDA - capex) coverage of interest below 1.5x, (iii) free-cash-flow-to-debt ratio below 3%, or (iv) EBITDA margins below 15%. The principal methodology used in this rating was Insurance Brokers and Service Companies published in December 2015. Based in Nashville, Tennessee, NEW Asurion is a leading provider of protection programs for wireless devices and consumer electronics both domestically and internationally. NEW Asurion is owned by a consortium of private equity firms, other institutional investors and company founders and managers. ASURION LLC: S&P Assigns B+ Rating on $1.21BB 1st Lien Loan B-2 --------------------------------------------------------------- S&P Global Ratings said that it assigned its 'B+' senior secured debt rating and a '2' recovery rating (indicating an expectation of substantial [70%-90%] recovery in case of default; lower half of the range) to Asurion LLC's $1.21 billion first-lien term loan B-2 due 2020. The interest cost on the first-lien term loan B-2 will be LIBOR+3.25% with a floor of 0.75%. Asurion will use the proceeds of the loan, along with $4 million cash from the balance sheet, to repay the outstanding $398 million on its first-lien term bank loan B-1 due 2019, and repay the outstanding $813 million on its first-lien term bank loan B-2 due 2020. S&P do not expect its assessment of the company's highly leveraged financial risk profile to change, as S&P views this transaction as essentially leverage neutral with proceeds from the issuance used to refinance existing debt. RATINGS LIST Asurion LLC Counterparty Credit Rating B/Positive/-- New Rating Asurion LLC Senior Secured $1.2bil B-2 term loan due 2020 B+ Recovery Rating 2L ATLANTIC CITY, NJ: State Averts Bond Default as Revival Plotted --------------------------------------------------------------- Katherine Greifeld, writing for Bloomberg News, reported that Atlantic City used $2.3 million to cover payments due on its bonds, saving investors from the toll of the seaside casino town's financial collapse. According to the report, with New Jersey seizing control of the city's finances to avoid a default, the burden is poised to fall instead on residents, municipal employees and businessmen like John Exadaktilos, the owner of the Ducktown Tavern, who said his property tax bill this year was $51,000, more than twice what it was over a decade ago, and is set to rise again next year. The report pointed out that Atlantic City is the latest test for New Jersey, which hasn't allowed a local government to default or go bankrupt since the Great Depression -- a commitment that's left even its distressed municipalities able to raise money for schools, roads and other public works in the bond market. This stands in contrast to what has been seen in California, Alabama and Michigan, where municipalities resorted to bankruptcy after the most recent recession to escape from debts they could no longer afford, the report related. As reported by the Troubled Company Reporter, citing news from Bankruptcy Law360, New Jersey officials on Nov. 9, 2016, authorized a takeover of Atlantic City, after the Local Finance Board within the state Department of Community Affairs voted to transfer powers of the city's governing body that may be substantially related to the city's fiscal condition or financial rehabilitation and recovery to Timothy Cunningham, director of the Division of Local Government Services, or his designee. An earlier report by Law360's Wichert says DCA Commissioner Charles Richman on Nov. 7, 2016 held that supplemental materials provided by Atlantic city did not convince him that the plan would achieve financial stability for the municipality. ATNA RESOURCES: Court Confirms Amended Liquidation Plan ------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Atna Resources' Amended Chapter 11 Plan of Liquidation. According to documents filed with the Court, "Holders of administrative claims and holders of priority tax claims shall be paid in full; holders of priority non tax claims shall receive payments solely from the assets of the specific Debtor's estate against which the allowed priority nontax claim is filed; holders of Waterton secured claims shall receive nor retain any property or distributions; holders of secured claims shall receive (i) receipt of the collateral securing any such allowed secured claim on the effective date or as soon thereafter as reasonably practicable or (ii) such other treatment that renders an allowed secured claim unimpaired; holders of general unsecured claims against Atna Resources Ltd shall receive in full and final satisfaction of such allowed general unsecured claim its pro rata share of the liquidating trust fund assets attributable to such Debtor pursuant to one or more distributions; holders of general unsecured claims against Canyon Resources Corporation shall receive in full and final satisfaction of such allowed general unsecured claim, its pro rata share of the liquidating trust fund pursuant to one or more distributions; holders of general unsecured claims against CR Briggs Corporation shall receive in full and final satisfaction of such allowed general unsecured claim its pro rata share of the liquidating trust fund pursuant to one or more distributions; holders of general unsecured claims against CR Montana Corporation shall receive in full and final satisfaction of such allowed general unsecured claim its pro rata share of the liquidating trust fund pursuant to one or more distributions; holders of general unsecured claims against CR Kendall Corporation shall receive in full and final satisfaction of such claim its pro rata share of the liquidating trust fund pursuant to one or more distributions; holders of general unsecured claims against Atna Resources Inc. shall receive in full and final satisfaction of such allowed general unsecured claim its pro rata share of the liquidating trust fund pursuant to one or more distributions; holders of equity interests shall neither receive nor retain any property under the Plan; on the effective date equity interests shall be deemed cancelled." This precious metals' developer filed for Chapter 11 protection on November 18, 2015, listing $96 million in pre-petition assets. About Atna Resources Headquartered in Lakewood, Colorado, Atna Resources Ltd. -- http://www.atna.com/-- is engaged in all phases of the mining business, including exploration, preparation of pre-feasibility and feasibility studies, permitting, construction and development, operation and final closure of mining properties. The Company owns or controls various properties with gold resources. The Company's production property includes Briggs Mine California and Pinson Mine Property, Nevada. The Company's development properties include Mag Pit at Pinson; Columbia Project, Montana and Briggs Satellite Projects, California. Its Exploration properties include Sand Creek Uranium Joint Arrangement, Wyoming; Blue Bird Prospect, Montana and Canadian Properties, Yukon and British Columbia. Its Closure Property is Kendall, Montana. The Briggs mine is located on approximately 156 unpatented claims, including approximately 15 mill site claims, covering over 2,890 acres. The Company's Pinson Mine Property is located in Humboldt County, Nevada, over 30 miles east of Winnemucca. Atna Resources, Inc., and its direct and indirect subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Colo., Lead Case No. 15-22848) on Nov. 18, 2015. The petitions were signed by Rodney D. Gloss as vice president & chief financial officer. Atna also sought ancillary relief in Canada pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia in Vancouver, Canada. In its Chapter 11 petition, Atna estimated assets in the range of $10 million to $50 million and liabilities of $50 million to $100 million. Squire Patton Boggs (US) LLP serves as counsel to the Debtors. On Dec. 14, 2015, the Office of the United States Trustee for the District of Colorado appointed a statutory committee of unsecured creditors in the Chapter 11 cases. Buechler & Garber LLC has been tapped as counsel to the Committee. AUTOPARTS HOLDINGS: S&P Raises CCR to 'B-' on Proposed Refinancing ------------------------------------------------------------------ S&P Global Ratings said it has raised its corporate credit rating on Lake Forest, Ill.-based Autoparts Holdings Ltd. to 'B-' from 'CCC+'. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's proposed $245 million first-lien term loan due 2021 (FRAM Group Holdings Inc. is the borrower). The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery of principal in the event of a payment default. S&P expects to withdraw its ratings on the company's existing first- and second-lien term loans following the close of the proposed transaction. "The upgrade follows Autoparts' announcement that it will use the proceeds from the sale of its Prestone segment, new cash equity, and a new term loan to pay down its existing debt," said S&P Global credit analyst David Binns. "In conjunction with this transaction, the company is also issuing a new $25 million asset-based lending (ABL) facility, which will be undrawn at the close of the transaction." This refinancing will reduce the company's debt-to-EBITDA metric to 5.5x, from 7.0x-8.0x currently, and improve its liquidity. In addition, S&P expects that the company's free operating cash flow (FOCF)-to-debt ratio will rise to 10% from its previously forecast level of less than 5%. Furthermore, the new debt does not mature until December 2021, which has significantly reduced Autoparts' repayment risk. The stable outlook on Autoparts Holdings reflects S&P's belief that the company's margins have improved and will remain stable following the sale of its Prestone segment. In addition, the company's reduced leverage and increased FOCF should allow it to maintain a debt-to-EBITDA metric of less than 6x and a FOCF-to-debt ratio of close to 10% following the proposed refinancing. S&P would consider downgrading Autoparts over the next 12 months if the company's sales fail to stabilize and its margins deteriorate such that its debt-to-EBITDA exceeds 6x. This could occur if Autoparts continues to lose market share to its private-label competitors or if the big box retailers further pressure the company's margins by lowering the prices for their products. While unlikely, S&P could raise its rating on Autoparts Holdings over the next 12 months if the company's sales expanded, its margins increased significantly, and its debt-to-EBITDA metric fell below 5x on a sustained basis. S&P would also have to be confident that the company's financial sponsor would allow it to maintain debt-to-EBITDA of less than 5x. AUTUMN COVE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Autumn Cove Apartments, LLC 6200 Hillandale Drive Lithonia, GA 30058 Case No.: 16-71783 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Frank G. Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. Suite W212 1117 Perimeter Center West Atlanta, GA 30338 Tel: (404) 262-7373 Fax : (404) 262-9911 E-mail: fnason@lcenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mike Kohn, manager, STOWA Member, LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb16-71783.pdf AVACEND INC: Court Allows HSB Cash Collateral Use on Final Basis ---------------------------------------------------------------- Judge C. Ray Mullins of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Avacend, Inc., to use Hamilton State Bank's cash collateral on a final basis, until Dec. 31, 2016. The Debtor is indebted to Hamilton State Bank in the amount of not less than $1,865,838 pursuant to a revolving line of credit, and the amount of not less than $577,689, pursuant to a promissory note. Hamilton State Bank has a first priority security interest in all the Debtor's accounts. The Debtor tells the Court that it requires the use of cash collateral to pay operating expenses of its business, including salaries, maintenance, utilities, taxes, and insurance, and to preserve its assets for the benefit of all creditors and parties in interest. The Debtor is directed to make monthly adequate protection payments in the amount of $14,000 to Hamilton State Bank. Hamilton State Bank is granted replacement liens upon all postpetition assets of the Debtor, of the same type and to the same extent and validity as secured the Debtor's indebtedness to Hamilton State Bank prior to the Petition Date. Hamilton State Bank is further granted a security interest in and lien upon all of the Debtor's prepetition and postpetition assets, which is junior to any valid and perfected lien granted by the Debtor to any other party as of the Petition Date. The Debtor or any other party in interest will have until Jan. 5, 2017, to file an adversary proceeding to challenge the existence, extent, or validity of Hamilton State Bank's liens. A full-text copy of the Final Order, dated Dec. 2, 2016, is available at http://bankrupt.com/misc/Avacend2016_1666654crm_46.pdf Hamilton State Bank is represented by: Mark I. Duedall, Esq. BRYAN CAVE LLP One Atlantic Center – Fourteenth Floor 1201 W. Peachtree Street, NW Atlanta, GA 30309-3488 Telephone: (404) 572-6600 E-mail: mark.duedall@bryancave.com About Avacend, Inc. Avacend, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-66654), on Sept. 21, 2016. The petition was signed by Kanchana Raman, authorized representative. The Debtor is represented by William A. Rountree, Esq., at Macey, Wilensky & Hennings, LLC. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $1 million to $10 million. AVACEND INC: Gets Final Nod to Use Hamilton Bank Cash Collateral ---------------------------------------------------------------- Judge C. Ray Mullins of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Avacend, Inc. to use Hamilton State Bank's cash collateral on a final basis. The Debtor owns and operates a staffing business located at 3155 North Point Parkway, Building G, Suite 100, Alpharetta, GA. The Debtor was authorized to use cash collateral for the period from the Petition Date through December 31, 2016 to pay operating expenses on its business, including salaries, maintenance, utilities, taxes, and insurance in order to preserve its assets for the benefits of all creditors and parties in interest. Hamilton Bank has consented to the Debtor's use of its cash collateral solely as provided in the final approved budget and subject to the terms and protections of the Final Order. The Debtor was indebted to Hamilton Bank pursuant to: (a) the Avacend loan, which consists of a revolving line of credit in the maximum amount of $2,000,000, and (b) a promissory note in the original amount of $643,195, also known as the real property loan. The Debtor granted Hamilton Bank a first priority security interest in all accounts with all other items of personal property, including all rights to payment of any monetary obligations, belonging to the Debtor, as security for the Advacend Loan. Hamilton Bank contended that as of the Petition Date, the amount of the Avacend loan outstanding was not less than $1,865,838, and the amount of the real property loan outstanding was not less than $577,689, exclusive of pre-petition attorney's fees, charges, expenses or other obligations under the loan documents. Judge Mullins granted Hamilton Bank with monthly adequate protection payments in the amount of $14,000, and replacement liens and continuing security interest in and lien upon all post-petition assets of the Debtor. The replacement lien will be of the same type and to the same extent and validity as securing the Debtor's indebtedness to the Lender prior to the Petition Date. A full-text copy of the Final Order, dated December 4, 2016, is available at https://is.gd/ucCiLA Hamilton State Bank is represented by: Mark I. Duedal, Esq. BRYAN CAVE LLP One Atlantic Center - Fourteenth Floor 1201 W. Peachtree Street, NW Atlanta, GA 30309-3488 Telephone: (404) 572-6600 Facsimile: (404) 572-6999 Email: mark.duedall@bryancave.com About Avacend, Inc. Avacend, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-66654), on September 21, 2016. The petition was signed by Kanchana Raman, authorized representative. The Debtor is represented by William A. Rountree, Esq. at Macey, Wilensky & Hennings, LLC. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $1 million to $10 million. A copy of the Debtor's list of 20 unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-66654.pdf AVERY LAND: Selling Equipment to Pay Utica ------------------------------------------ Avery Land Group, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of equipment and other property to Industrial Assets Corp. and Maynards Industries USA, LLC for a guaranteed minimum purchase price ("Guaranteed Price"), who would then auction the equipment to the highest bidder at an auction sale to occur no earlier than mid-January 2017. A hearing on the Motion is set for Jan. 4, 2017 at 1:30 p.m. On March 6, 2015, Utica entered into the Master Lease Agreement, Riders and Equipment Schedules ("Utica Lease") with Kingman Farms, LLC and Kingman AG Irrigation, LLC with respect to the equipment. The Debtor is the successor-in-interest to Kingman Farms. The Utica Lease grants Utica a security interest in the equipment ("Utica Lien"). On Feb. 12, 2015, Utica filed a UCC Financing Statement covering all assets of the Debtor; on Feb. 24, 2015, Utica amended the UCC Financing Statement to cover only the equipment ("UCC Amendment"). Utica asserts a claim against the Debtor for an aggregate of $2,298,407 owing under the Utica Lease. The Debtor disputes the amount of the Utica Claim, contending that it owed an aggregate of $2,097,178 under the Utica Lease as of the Petition Date. On Nov. 22, 2016, the Debtor and Utica entered into the Utica Stipulation, providing that the Debtor would file the Motion, seeking the Court's authority to sell the equipment to the Buyer for a Guaranteed Price, who would then auction the equipment to the highest bidder at an auction sale to occur no earlier than mid-January 2017, and remit a portion of the auction proceeds, if any, above a certain greater amount ("Participation Floor") to Utica, thereby reducing the outstanding indebtedness. The Debtor agreed to forbear from filing any objections to the Utica Claim until 14 calendar days after the auction date. On Dec. 1, 2016, the Debtor, Utica and the Buyer entered into the Sale/Auction Agreement. Under the Sale/Auction Agreement, the Buyer will purchase the equipment for the purchase price, consisting of the Guaranteed Price, plus 80% of the proceeds of the auction in excess of the Participation Floor. The Buyer will charge a 15% onsite charge and an 18% buyers' premium that will not be included in the proceeds from the sale of the equipment for purposes of calculating the purchase price. The Buyer will pay the purchase price to Utica to be applied in reduction of the Utica Claim. To the extent that the purchase price exceeds ("Excess") the Debtor's Agreed Amount ($2,097,178), Utica will hold such Excess in an escrow until the Debtor's objections to the Utica Claim are resolved by Order of the Court. A copy of the Sale/Auction Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Avery_Land_125_Sales.pdf There is ample justification for the Debtor's sale of the equipment under the terms of the Sale/Auction Agreement, which are fair and reasonable, and were negotiated in good faith. The sale of the equipment to the Buyer for the Guaranteed Price (to be paid to Utica, and applied in reduction of the Utica Claim), with the obligation to sell the equipment to the highest bidder at the auction and pay a percentage of the proceeds above the Participation Floor to Utica in further reduction of the Utica Claim, maximizes value for the Debtor's Estate by reducing the Utica Claim. To the best of the Debtor's knowledge, the equipment is not encumbered by any liens, claims or interests other than the Utica Lien. The Debtor asks the to approve the Sale/Auction Agreement; order that the equipment will be transferred to the Buyer free and clear of all liens, claims and encumbrances; and grant such other and further relief as appropriate in the best interests of the estate. About Avery Land Group Avery Land Group, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14995) on Sept. 9, 2016. The case is assigned to Judge August B. Landis. The Debtor is represented by Brett A. Axelrod, Esq., at Fox Rothschild, LLP. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. The petition was signed by James M. Rhodes, manager. No official committee of unsecured creditors has been appointed in the case. The Debtor has retained Anne M. Loraditch, Esq., at The Bach Law Firm, LLC as conflicts counsel. AVIS BUDGET: DBRS Confirms BB Issuer Rating ------------------------------------------- DBRS, Inc. confirmed the ratings of Avis Budget Group, Inc. and its related subsidiary, including its Issuer Rating of BB. The trend on all ratings is Stable. The rating action follows a detailed review of the Company's operating results, financial fundamentals and future prospects. The ratings reflects the strength of the Avis Budget franchise, which is underpinned by its multi-brand strategy, top-tier market position in North America, and increasing international presence. From DBRS's perspective, the Company's diversity of revenue sources, underpin its resilient earnings generation capacity, and better positions the Company to withstand a cyclical downturn while maintaining appropriate operating results. The ratings also considers the Company's fleet management acumen and well-managed liquidity profile. Ratings are constrained by the Company's reliance on secured forms of wholesale funding and the leveraged balance sheet. The Stable trend reflects DBRS's view that Avis Budget will continue to generate solid, yet somewhat pressured, operating results in 2017. DBRS notes that industry fundamentals remain favorable, however, several challenges remain, including uneven global economic growth, declining used vehicle values, and the potential impact of future geopolitical events on both corporate and leisure demand. In recent years, Avis Budget has strengthened the franchise by broadening its geographic operating footprint and diversifying its portfolio of brands. Further, management has sought to expand revenues from more profitable channels and improve operating efficiency. As a result of these actions, Avis Budget has become less dependent on North American travel volumes, while improving the resiliency of revenues. Indeed, International revenues for 9M16, represented approximately 30% of total revenues, compared to 15% for 9M09, despite headwinds from the stronger U.S. dollar. Meanwhile, off-airport revenues were also 30% of total revenues, up from approximately 19% in 2009. Overall, for 9M16, Avis Budget generated pre-tax income of $322 million, a 15% decline year-over-year (YoY), as increasing costs outpaced increasing net revenues. The Company's risk profile remains relatively stable. However, it is DBRS's view that residual risk has increased given normalizing used vehicle values and the Company's increasing levels of risk vehicles (those vehicles that do not benefit from a residual value guarantee from the manufacturer). Indeed, Avis Budget expects risk vehicles to comprise approximately 70% of total vehicles for 2017, up from 67% for 2016. The Company's decision is driven by original equipment manufacturers (OEMs) increasing program vehicle costs, as compared to more subdued increases on risk car purchase prices. Importantly, and partially offsetting normalizing vehicle costs, the Company continues to utilize alternative sales channels for the disposition of risk vehicles, allowing it to capture a greater share of the normally higher retail sales price as compared to the wholesale auction channels. Meanwhile, other risks remain sound. Since the financial crisis, Avis Budget has broadened the number of OEMs and vehicle models in the fleet, reducing concentration risk. The greater fleet diversity by OEM also better protects the Company from a disruption to vehicle supply should any one manufacturer become financially distressed or face a prolonged work stoppage. While the expansion of risk vehicles in the fleet increases Avis Budget's exposure to residual values, DBRS views the Company's fleet management and use of program vehicles as prudent. Liquidity continues to be well-managed and sufficient to meet upcoming requirements. Corporate debt maturities are manageable with no maturities until late 2017 ($250 million). Nevertheless, the Company's reliance on vehicle-backed debt, which tends to have shorter durations than corporate debt, does introduce a degree of refinancing risk. Avis Budget's highly leveraged balance sheet continues to be a constraint on the ratings. At September 30, 2016, balance sheet leverage (debt-to-equity, including fleet debt) was a very high 29.5x, up from 22.5x at September 30, 2015, reflecting stock repurchases and higher debt. Importantly, DBRS notes that on a cash flow leverage basis, (DBRS calculated: Debt-to-last twelve months EBITDA) leverage was relatively stable from the comparable period a year ago at 4.5x (4.4x in 2015). RATING DRIVERS While upward ratings movement is unlikely over the medium-term, further improvement in the capital structure, specifically higher levels of tangible equity, reduced levels of outstanding debt and lower leverage may lead to positive rating momentum. Further, sustained improvement in operating performance accompanied by a notable reduction in the reliance on the North American on-airport market could have positive rating implications. Conversely, a sustained decline in revenue generation indicating a weakening of the franchise, or a material loss resulting from fleet mismanagement could result in downward rating pressure. Moreover, a deterioration in the Company's liquidity position or a notable increase in leverage, may negatively impact ratings. AVISON YOUNG: S&P Assigns 'B+' ICR & Rates Proposed Debt 'B+' ------------------------------------------------------------- S&P Global Ratings said it assigned its 'B+' long-term issuer credit rating to Toronto-based Avison Young (Canada) Inc. The outlook is stable. At the same time, S&P assigned its 'B+' rating to the company's proposed senior secured issuance. The recovery rating on the notes is '4', indicating S&P's expectation for average (30% to 50%, upper half of the range) recovery of principal in the event of a payment default. "The ratings reflect our view of Avison Young's position as a relatively small but dynamic, strongly growing player in the highly fragmented commercial real estate services industry, as well its high leverage," said S&P Global Ratings credit analyst Daniel Koelsch. Avison Young is a principal-owned and led full-service commercial real estate services firm. The company offers a wide range of real estate-related services including brokerage leasing, brokerage sales and capital markets, property-, facilities- and project management and consulting, advisory, and investment management services. Since 2008, Avison Young opened approximately 60 new offices, made more than 30 acquisitions, and recruited more than 300 real estate professionals. As a result, it was able to increase its revenues at a comprehensive annual growth rate of 40% from 2008-2016. S&P expects the company to continue to grow strongly, leveraging its partnership structure to offer attractive incentive packages tied to company ownership to brokers. S&P believes that, unlike some of its much larger and more established competitors such as CBRE Services Inc. or Jones Lang LaSalle Inc., its brand equity, reputation, and market position are still limited, albeit with a growing trajectory. Avison Young is currently mainly active in the U.S. (73% of revenues at Sept. 30, 2016,) and Canada (25% of revenues), with some fledgling operations in Europe and Mexico. S&P believes that the company is well-positioned to benefit from the positive market trends that S&P anticipates in the commercial real estate services industry during the next two to three years, particularly in its primary market, North America. The ratings are constrained by what S&P considers below-average profitability and high leverage. The stable outlook reflects S&P's expectation that Avison Young will continue to increase its base of real estate brokers and, as a result, increase its transaction volumes, especially outside of North America. S&P's stable outlook is also based on the assumption that the company will expand while maintaining current leverage levels (debt/adjusted EBITDA between 6x-7x). S&P would downgrade Avison Young if it observes significant deterioration of its leverage and liquidity profile relative to that of peers at a similar rating level. S&P could also lower the ratings if there is evidence that Avison Young's ambitious growth strategy is beyond the limits of what may be considered operationally possible, feasible, or prudent. S&P believes that an upgrade is unlikely over the forecast horizon and, if so, would most likely be the result of a significant reduction in leverage. While S&P could consider an upgrade if the company materially improves its diversification and size of transaction exposure, S&P believes that that would only be possible in the long run or through a transformational change. BASIC ENERGY: Hires Deloitte as Tax Service Provider ---------------------------------------------------- Basic Energy Services, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to retain Deloitte Tax LLP as tax service provider to the Debtors. Basic Energy requires Deloitte Tax to: (a) assist the Debtors under the Tax Compliance Work Order with the preparation of certain specified federal and state income tax returns, as identified in Exhibit A to the Tax Compliance Work Order, for the 2015 tax year (the "Tax Returns"). In connection with the Tax Returns, Deloitte Tax will also assist the Debtors in (i) calculating the amounts of related extension payments and prepare any necessary extension requests for this period, and (ii) calculating the Debtors' 2015 federal and state quarterly estimated tax payments, as necessary. (b) perform services pursuant to the Income Tax Services Work Order, which is expected to consist of: (i) assist the Debtors with their year-end supporting computation analysis and disclosure requirements pertaining to FASB Accounting Standards Codification ("ASC") 718 for the year ending December 31, 2016; (ii) assist with the Debtors' computation of their federal deferred tax asset/liability balance changes from the U.S. share-based compensation awards under ASC 718 for the year ending December 31, 2016 due to the settlement of the share-based compensation awards and the expense under ASC 718; (iii) assist with the Debtors' computation of the ASC 718 items affecting the computation of their federal and state current tax provisions and liabilities for the year ending December 31, 2016; (iv) assist with the Debtors' computation of quarter-by-quarter calculation of current charges and reversals to the Debtors' additional paid-in capital pool for the interim periods ending December 31, 2016; (v) assist with the Debtors' computation of their additional paid-in capital pool changes for the year ending December 31, 2016; (vi) assist with the Debtors' computation of their entries required to adjust the income tax account balances such that they are consistent with the tax returns filed for the year ended December 31, 2015; (vii) assist with the Debtors' computation of their federal and state current income tax asset/liability balances as of December 31, 2016; (viii) assist the Debtors in computing their federal and state current income tax provisions for the year ending December 31, 2016; (viii) assist the Debtors with their computation of their federal and state deferred income tax asset/liability balances as of December 31, 2016; (ix) assist the Debtors in computing their federal and state deferred income tax provisions for the year ending December 31, 2016; (x) assist the Debtors with their classification of deferred tax assets and liabilities into appropriate disclosure categories (non- current asset and non-current liability) as of December 31, 2016; (xi) assist the Debtors with their computation of amounts to be included in the Debtors' interim financial statements for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016; (xii) assist the Debtors with their preparation of the income tax footnote and related disclosures for the year ending December 31, 2016, as provided by the Debtors to Deloitte Tax; and (xiii)assist with the Debtors' computation of tax depreciation for the year ending December 31, 2016, subject to the defined scope and mutual responsibilities as agreed-upon prior to commencing. (c) assist the Debtors in performing certain federal, state, and/or local tax services related to the continuing operation of the Debtors' businesses under the Miscellaneous Tax Services Engagement Letter. (d) perform services pursuant to the Tax Consultation Services Engagement Letter, 5 including the provision of tax consultation services in connection with the Debtors' representation by Meadows, Collier, Reed, Cousins, Crouch & Underman, LLP on certain matters, and assistance in the preparation of certain, mutually agreed-upon, pro-forma U.S. Corporation Income Tax Return, Form 1120, and Oklahoma Corporation Income Tax Return, Form 520, for the 2005 through 2015 tax periods. Deloitte Tax will be paid at these hourly rates: Partner/Principal/Managing Director $660 Senior Manager $588 Manager $498 Senior Consultant $414 Consultant $330 The Debtors paid Deloitte Tax in the amount of $183,992, in the ninety days prior to the petition date. As of the petition date, $31,575 remained outstanding. Deloitte Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert B. Gabriel, member of Deloitte Tax 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 (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Deloitte Tax can be reached at: Robert B. Gabriel DELOITTE TAX LLP 1111 Bagby St., Suite 4500 Houston, TX 77002-2591 Tel: (713) 982-2000 Fax: (713) 982-2001 About Basic Energy Services North Worth, Texas-based Basic Energy Services, Inc. (NYSE: BAS) -- http://www.basicenergyservices.com/-- provides well site services to more than 2,000 land-based oil and natural gas producing companies throughout the United States. Basic Energy Services, Inc. and 27 affiliated companies filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-12320) on Oct. 25, 2016. The cases have been assigned to Judge Kevin J. Carey. The Debtors have filed a fully consensual Joint Prepackaged Chapter 11 Plan and Disclosure Statement and began soliciting votes to accept or reject such Prepackaged Plan and Disclosure Statement before the Petition Date. The Debtors are seeking Court approval of the Disclosure Statement and Prepackaged Plan on Dec. 7, 2016. The Debtors have hired Richards, Layton & Finger, P.A. as Delaware counsel; Weil Gotshal, as bankruptcy co-counsel; AP Services, LLC, as crisis managers and to provide the Debtors with a Chief Restructuring Officer and certain other officers and personnel; Moelis and Company, as investment banker; Andrews Kurth Kenyon LLP, as corporate counsel; and Epiq Bankruptcy Solutions, LLC, as administrative advisor. Counsel to the Prepetition Term Loan Lenders and certain of the DIP Lenders in the Chapter 11 cases of Basic Energy Services, Inc., et al. are Davis Polk & Wardwell LLP's Marshall S. Huebner, Esq., and Darren S. Klein, Esq.; and Jeremy W. Ryan, Esq., at Potter Anderson & Corroon LLP. Counsel to U.S. Bank National Association, as Prepetition Term Loan Agent and acting as administrative agent and collateral agent, are Theodore Sica, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler LLP. A consortium of lenders led by U.S. Bank is extending a superpriority secured multiple delayed-draw term loan facility to the Debtors in an aggregate principal amount of $90 million. Counsel to Bank of America, N.A., in its capacity as the Prepetition ABL Agent are James A. Markus, Esq., and Paul E. Heath, Esq., at Vinson & Elkins LLP; and Morris, Nichols, Arsht & Tunnell LLP's Robert J. Dehney, Esq. and Eric D. Schwartz, Esq. An ad hoc group of holders that own or manage with the authority to act on behalf of the beneficial owners of the Company's 2019 Senior Notes and the 2022 Senior Notes, consists of: -- Ascribe Capital LLC, -- Brigade Capital Management, L.P., -- Silver Point Capital, L.P., and -- other entities that may join such ad hoc group from time to time. Counsel to the Ad Hoc Group are Fried, Frank, Harris, Shriver & Jacobson LLP's Brad Eric Scheler, Esq., and Peter Siroka, Esq.; and Michael D. DeBaecke, Esq., at Blank Rome LLP. BENJAMIN AND BENT: Hires Fairbanks as Counsel --------------------------------------------- Benjamin and Bent Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Philip Fairbanks, Esq., P.C. as counsel to the Debtor. Benjamin and Bent requires Fairbanks to: a. advise the Debtor of its rights, powers and duties; b. attend meetings with the Debtor and hearings before the Court; c. assist other professionals retained by the Debtor in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization or liquidation; d. investigate the validity, extent, and priority of secured claims against the Debtor's estates, and investigate the acts and conduct of such secured creditors and other parties to determine whether any causes of action may exist; e. advise the Debtor with regard to the preparation and filing of all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and review all financial and other reports to be filed in the bankruptcy case; f. advise the Debtor with regard to the preparation and filing of responses to applications, motions, pleadings, notices and other papers that may be filed and served in the Chapter 11 case by other parties; and g. perform other necessary legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the Chapter 11 case Fairbanks will be paid at these hourly rates: Philip Fairbanks $300-$350 Paralegal $100-$125 Fairbanks was paid the amount of $7,400 in pre-petition charges. Fairbanks will also be reimbursed for reasonable out-of-pocket expenses incurred. Philip Fairbanks, member of Philip Fairbanks, Esq., 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. Fairbanks can be reached at: Philip Fairbanks, Esq. PHILIP FAIRBANKS, ESQ., P.C. 1214 King Street Beaufort, SC 29902 Tel: (843) 521-1580 About Benjamin and Bent Enterprises, LLC. Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on October 25, 2016. The petition was signed by Louis Benjamin, president. The case is assigned to Judge John E. Waites. The Debtor's counsel is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The petition was signed by Louis Benjamin, president. BONANZA CREEK: Receives Noncompliance Notice from NYSE ------------------------------------------------------ Bonanza Creek Energy, Inc., announced that on Nov. 28, 2016, it was notified by The New York Stock Exchange that the Company is no longer in compliance with certain continued listing standards that are applicable to the Company. The Company's 30-day average closing share price as of Nov. 22, 2016, was $0.99, in violation of the listing standard set forth in Section 802.01C of the NYSE Listed Company Manual. This standard requires the trailing 30-day average closing share price to remain above $1.00. The Company was notified of a similar violation in August, which was cured on Sept. 30, 2016. As outlined in Section 802.01C of the NYSE Listed Company Manual, upon receiving notice, the Company has a six-month cure period to regain compliance. Within this cure period, the Company must have a closing share price of $1.00 or higher on the last trading day of a given month or at the end of the cure period. In addition, the Company's coinciding trailing 30-day average closing share price must also be $1.00 or higher. The Company will notify the NYSE of its intention to regain compliance within the six-month cure period. During the cure period, the Company's stock will continue to be listed on the NYSE, subject to its ability to remain in compliance with other continued listing standards. The notice received from the NYSE does not affect the ongoing business of the Company, nor does it trigger any violations of its secured or unsecured debt obligations. About Bonanza Creek Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2, 2010, and went public in December 2011. The Company reported a net loss of $746 million in 2015 following net income of $20.3 million in 2014. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. * * * As reported by the TCR on Oct. 19, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Bonanza Creek Energy Inc. to 'D' from 'CC'. "The downgrade follows Bonanza Creek's announcement that it elected not to make the Oct. 15, 2016 interest payment on the 6.75% senior unsecured notes due 2021," said S&P Global Ratings credit analyst Daniel Krauss. BONANZA CREEK: To Repay Borrowing Base Deficiency in 6 Installments ------------------------------------------------------------------- Bonanza Creek Energy, Inc., previously reported that it received notice on Oct. 31, 2016, of a Borrowing Base Deficiency of $50 million under its Credit Agreement dated March 29, 2011. Under the terms of the Credit Agreement, the Company must pursue one of the following options to address the Borrowing Base Deficiency: (A) within 20 days after the Deficiency Notice Date, deliver to the Administrative Agent written notice of the Company's election to repay Advances such that the Borrowing Base Deficiency is cured within 30 days after the Deficiency Notice Date; (B) pledge, within 30 days after the Deficiency Notice Date, additional Oil and Gas Properties acceptable to the Lenders, which the Lenders deem sufficient in their sole discretion to eliminate the Borrowing Base Deficiency; (C) within 20 days after the Deficiency Notice Date, deliver to the Administrative Agent written notice of the Company's election to repay Advances in six monthly installments equal to one-sixth of the Borrowing Base Deficiency, with the first such installment due 30 days after the Deficiency Notice Date and each following installment due 30 days after the preceding installment; or (D) within 20 days after the Deficiency Notice Date, deliver to the Administrative Agent written notice of the Company's election to combine the options in clause (B) and (C) above, and indicating the amount to be repaid in installments and the amount to be provided as additional Collateral. The Company elected to repay Advances in six monthly installments equal to one-sixth of the Borrowing Base Deficiency. On Nov. 30, 2016, the Company made the first of the six installment payments. About Bonanza Creek Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2, 2010, and went public in December 2011. The Company reported a net loss of $746 million in 2015 following net income of $20.3 million in 2014. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. * * * As reported by the TCR on Oct. 19, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Bonanza Creek Energy Inc. to 'D' from 'CC'. "The downgrade follows Bonanza Creek's announcement that it elected not to make the Oct. 15, 2016 interest payment on the 6.75% senior unsecured notes due 2021," said S&P Global Ratings credit analyst Daniel Krauss. BOWER CONTRACTING: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Bower Contracting, Inc. 3375 WM 800 B Mosca, CO 81146 Case No.: 16-21735 Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Thomas B. McNamara Debtor's Counsel: Jeffrey S. Brinen, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: jsb@kutnerlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1 million to $10 million The petition was signed by David R. Bower, president. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/cob16-21735.pdf BPS US HOLDINGS: Auction of All Assets on Jan. 30 ------------------------------------------------- BPS US Holdings, Inc., and its affiliates filed a notice with the U.S. Bankruptcy Court for the District of Delaware disclosing that an auction of substantially all assets will take place on Jan. 30, 2017 at 10:00 a.m. (PET) at the offices of Paul, Weiss, Rifkind, Wharton & Garrison, LLP, 1285 Avenue of the Americas, New York, New York. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its subsidiaries filed for relief before the Court, and the Ontario Superior Court of Justice (Commercial List) ("Canadian Court"). The Bankruptcy Court presides over the Debtors' jointly administered chapter 11 bankruptcy cases captioned In re BPS US Holdings Inc. et al., Ch. 11 Case No. 16-12373 (KJC) (Bankr. D. Del. Oct. 31, 2016). The Canadian Court presides over the Debtors' creditor protection proceedings commenced under Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended. On Oct. 31, 2016, the Debtors filed in each of the Proceedings the Motion for (I) an Order (A) Establishing Bidding Procedures for the Sale of All, or Substantially All, of the Debtors’ Assets; (B) Approving Bid Protections; (C) Establishing Procedures Relating to the Assumption and Assignment of Executory Contracts and Unexpired Leases; (D) Approving Form and Manner of the Sale, Cure and Other Notices; and (E) Scheduling an Auction and as Hearing to Consider the Approval of the Sale; (II) an Order (A) Approving the Sale of the Debtors' Assets Free and Clear of Claims, Liens and Encumbrances; and (B) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases; and (III) Granting Related Relief ("Sale Motion"). By the Sale Motion, the Debtors seek, inter alia, to conduct a sale by auction of all or substantially all of their assets and to assume and assign certain executory contracts and unexpired leases to a group of investors led by Sagard Capital Partners, L.P. ("Stalking Horse Purchaser") pursuant to an asset purchase agreement by and among the Sellers and the Stalking Horse Purchaser ("Stalking Horse Agreement"). The Stalking Horse Agreement is subject to higher or otherwise better offers at the Auction. On Nov. 30, 2016, pursuant to the Sale Motion, the Court entered a Bidding Procedures Order approving the auction and bidding procedures in connection with the proposed sale. A hearing to approve the sale, including the assumption and assignment of certain Stalking Horse Bidder Designated Contracts (or such contracts as are designated by the successful bidder at the auction), will be held on Feb. 6, 2017 at 10:00 a.m. (PET) before the Courts. Pursuant to the Bidding Procedures Order, any sale objections must be filed on and served so as to be received by Jan. 25, 2017 at 4:00 p.m. (PET). About BPS US Holdings Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. BRADLEY LOTT: Plan Outline Gets Preliminary OK; Hearing on Jan. 5 ----------------------------------------------------------------- The Hon. Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan has granted preliminary approval to Bradley T. Lott's disclosure statement referring to the Debtor's second amended combined plan. The deadline to return ballots on the Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Plan, is Dec. 29, 2016. The hearing on objections to final approval of the Disclosure Statement and confirmation of the Plan will be held on Jan. 5, 2017, at 11:00 a.m. The deadline for all professionals to file final fee applications is 30 days after the confirmation court order is entered. As reported by the Troubled Company Reporter on Oct. 5, 2016, the Debtor filed the Plan and the accompanying Disclosure Statement proposing that holders of allowed unsecured claims will receive a pro rata distribution incident to its allowed general unsecured claim based on four payments each year of $15,000 for five years. About Bradley T. Lott Bradley T. Lott filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-47951) on May 27, 2016. The Debtor is the president and owner of Lott Wealth Management, LLC, which provides financial planning services to clients through an independent contractor agreement with D.B. French & Co. Prior to the Petition Date, the Debtor was named defendant in litigation with Morgan Stanley Smith Barney LLC and Morgan Stanley Smith Barney FA Notes Holding LLC regarding their previous business relationship. The legal fees to defend the litigation were quickly outpacing the Debtor's monthly income. Ultimately, the Debtor was forced to seek Chapter 11 bankruptcy protection. The Debtor is represented by Charles D. Bullock, Esq., Ernest M. Hassan, III, Esq., and Michelle Stephenson, Esq., at Stevenson & Bullock, P.L.C. BSD MANAGEMENT: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: BSD Management Group LLC 1630 43rd Street Brooklyn, NY 11204 Case No.: 16-13377 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Hanh V. Huynh, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212) 592-1482 Fax: (212) 592-1500 E-mail: hhuynh@herrick.com Total Assets: $2.50 million Total Liabilities: $2.26 million The petition was signed by Naftali Leser, sole member. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-13377.pdf BWAY HOLDING: Moody's Assigns B2 Rating on $1.24-Bil. Secured Loan ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to the $1,240 million Senior Secured Term Loan due 2023 of BWAY Holding Company, Inc. The company's B3 Corporate Family Rating, B3-PD Probability of Default rating and other instrument ratings are unchanged. The proceeds from the new loan will be used to replace the existing Senior Secured Term Loan due 2020, pay fees and expenses related to the transaction, and add a small amount of cash to the balance sheet. The transaction is credit neutral. The company anticipates a reduction in interest expense as a result of the refinancing. The rating outlook is stable. Moody's took these actions: BWAY Holding Company, Inc. -- Unchanged B3 Corporate Family Rating -- Unchanged B3-PD Probability of Default Rating -- Unchanged $1,220 million Senior Secured Term Loan due 2020, B2/LGD 3 (to be withdrawn at close of transaction) -- Unchanged $650 million Senior Unsecured Notes due 2021, Caa2/LGD 5 -- Assigned $1,240 million Senior Secured Term Loan due 2023, B2/LGD 3 -- The outlook remains stable The ratings are subject to the receipt and review of the final documentation. RATINGS RATIONALE BWAY's B3 corporate family rating reflects the weak credit metrics, high concentration of sales and cyclical nature of the primary end market. The rating also reflects the company's financial aggressiveness. The company generates approximately 52% of its revenue from the US housing and construction-related end markets (including paint and other building products) and 16% from one customer. Additionally, the top ten customers account for approximately 37% of revenue (52% in the metal segment). While most of the acquisition targets are smaller bolt-on, the potential for a larger debt-financed acquisition exists and integration risk remains. The company has long-term contracts with customers that contain cost pass-through provisions for core raw materials, but other costs are excluded and the contracts allow for competitive bids. The ratings are supported by the company's strong competitive position in the US housing and construction-related end markets including a dominant share in the metal segment and the limited number of suppliers with scale and breadth of product line. BWAY also benefits from strong liquidity, long-standing customer relationships and some exposure to the relatively more stable consumer products related end markets. The company has limited competition from imports due to the freight costs for most of its products (bulky and light empty pails) and the comparatively low percentage of labor costs. The ratings are also supported by anticipated benefits from completed and in-process cost saving initiatives and the reduction of onetime charges in 2016. Management has pledged to direct all free cash flow to debt reduction. The rating outlook is stable. The stable outlook reflects an expectation of an improvement in credit metrics as the company benefits from cost saving initiatives and pricing and dedicates all free cash flow to debt reduction. The rating could be upgraded if BWAY sustainably improves credit metrics and maintains strong liquidity within the context of a stable operating and competitive environment. The company would also need to adopt less aggressive financial policies. Specifically, the ratings could be upgraded if debt to EBITDA declines below 5.5 times, funds from operations to debt increases to above 8.75% and EBITDA to gross interest improves to over 2.0 times. The rating could be downgraded if BWAY fails to improve credit statistics or there is a deterioration in liquidity, and/or the operating and competitive environment. Continued aggressive financial policies could also pressure the rating. Specifically, the rating could be downgraded if total debt to EBITDA remains above 6.0 times, funds from operations to debt remains below 6.0% and EBITDA to gross interest remains below 2.0 time. The principal methodology used in this rating was "Packaging Manufacturers: Metal, Glass, and Plastic Containers" published in September 2015. BWAY manufactures general line metal and plastic containers for industrial and consumer products. Metal containers accounted for approximately 48% of BWAY's revenue in fiscal 2015 and plastic containers for 52%. With 24 manufacturing facilities across the United States and in Canada and Puerto Rico, BWAY is a national supplier of steel paint cans, plastic pails, paint bottles and ammunition boxes. The company generates 91% of sales in the U.S. and 8% in Canada. Revenue for the twelve months ended Sept. 30, 2016 was approximately $1.4 billion. BWAY is owned by private equity firm, Stone Canyon Industries. CAROUSEL PROPERTIES: Case Summary & 4 Unsecured Creditors --------------------------------------------------------- Debtor: Carousel Properties, LLC 3319 FM 1810 Chico, TX 76431 Case No.: 16-44621 Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtor's Counsel: Jeff P. Prostok, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 E-mail: jpp@forsheyprostok.com jprostok@forsheyprostok.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bettye Jeanne Rigdon, president. A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-44621.pdf CEETOP INC: Sold 3 Million Preferred Shares to President -------------------------------------------------------- Ceetop Inc. entered into a stock purchase agreement and sold a 3,000,000 shares of the Company's Series A Preferred Stock for an aggregate purchase price of $500,000 to Weiliang Liu, president and director of the Company. The issuance of the Shares was not registered under the Securities Act of 1933, and was made in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Regulation S thereof. 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. As of Sept. 30, 2016, Ceetop Inc. had $1.79 million in total assets, $511,267 in total liabilities 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 our ability to continue as a going concern. Management has made a similar note in the financial statements. The Company said it has need of capital for the implementation of its business plan, and it will need additional capital for continuing its 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 stated in its quarterly report on Form 10-Q for the period ended Sept. 30, 2016. CHANNEL TECHNOLOGIES: Hires Fernald Law as Special Counsel ---------------------------------------------------------- Channel Technologies Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Fernald Law Group LLP as special counsel to the Debtor. The Debtor is in dispute with Nightline, Inc., regarding an account receivable owing to the Debtor in the amount of $225,000. Channel Technologies requires Fernald Law to assist the Debtor with the collection of the account receivable, and to provide legal services as may be necessary and appropriate in connection with the recovery of the account receivable. Fernald Law will be paid at the hourly rate of $150, with a fee cap of $7,500. Fernald Law will be paid 15% of the amount recovered from Nightline, Inc. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam P. Zaffos, member of Fernald Law Group 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. Fernald Law can be reached at: Adam P. Zaffos, Esq. FERNALD LAW GROUP LLP 510 W. 6th Street, Suite 700 Los Angeles, CA 90014 Tel: (323) 410-0300 Fax: (323) 410-0330 About Channel Technologies Group Headquartered in Santa Barbara, California, Channel Technologies Group, LLC, designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. CTG is a privately owned California limited liability company founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings, LLC, a Delaware limited liability company, from Alta Properties, Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of CTG's member interests. BWP is majority-owned by Blue Wolf Capital Fund II, L.P. (the Company's pre-petition lender), which is an investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is a member-managed LLC. Charles Miller is the manager. CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter Carroll. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, CR3 Partners, LLC as restructuring advisor, and Prime Clerk LLC as noticing, claims and balloting agent. CHAPARRAL ENERGY: Plan Exclusivity Period Extended Thru Jan. 11 --------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods within which only Chaparral Energy, Inc. and its affiliated Debtors have the exclusive right to file a chapter 11 plan and solicit acceptances to the plan to January 11, 2017 and March 13, 2017, respectively. The Troubled Company Reporter had reported earlier that the Debtors sought for exclusivity extension since they are still in the process of finalizing a restructuring support agreement and certain ancillary documents memorializing the final terms and conditions of a consensual deal. The Debtors related that they have reached an agreement on the framework for a consensual plan of reorganization with their Prepetition Lenders and the Ad Hoc Committee of Bondholders, and the Parties are currently exchanging numerous drafts of the documents and have made significant progress toward the resolution of the outstanding issues. The Debtors believed that extending the exclusive periods will provide all parties involved in the negotiations the opportunity to finalize the restructuring support agreement and will allow the Debtors the time necessary to prepare and file a disclosure statement and a plan of reorganization that will maximize the interests of all of the Debtors' creditors and other parties in interest. The potential Restructuring also contemplates that the Lenders' claims against the Company will be partially paid down on the effective date of the Debtors' plan of reorganization, with the remaining $375 million outstanding to be restructured into a four-year, $225 million first-out revolving loan and $150 million second-out term loan. 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. 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. 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. 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 Debtors continue to manage and operate their businesses as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 Cases. 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. CHARLES DONALD LEONARD: DOJ Watchdog Seeks Ch. 11 Trustee --------------------------------------------------------- The United States Trustee asks the U.S. Bankruptcy Court for the District of Nebraska to enter an order directing the appointment of a Chapter 11 Trustee for Charles Donald Leonard and Margaret Rose Leonard. According to the U.S. Trustee, there is a cause for the appointment of a Chapter 11 Trustee when the Debtors: (a) failed to provide the United States Trustee with information regarding the disbursement of large sums to Cinch Cattle Company; (b) transfer substantial funds to Cinch Cattle Company, which resulted in a diminution of the estate, and the Debtors have failed to account for large tax refunds they have received in their liquidation analysis to the Disclosure Statement; and (c) transfer large funds to Cinch Cattle without seeking and obtaining court approval, after notice and a hearing, which constitutes gross mismanagement. Accordingly, the United States Trustee asserts that it is in the best interests of creditors and the estate to appoint a chapter 11 trustee to investigate the financial affairs of the debtors and propose a plan to maximize the return to creditors. Charles Donald Leonard and Margaret Rose Leonard, dba Leonard Cattle Company, filed a joint Chapter 11 petition (Bankr. D. Neb. Case No. 15-82016) on December 14, 2015. The Joint Debtors are represented by Victor E. Covalt, III, Esq., at Ballew, Covalt PC LLO, in Lincoln, Nebraska, and David Grant Hicks, Esq., at Pollak, Hicks, & Alhejaj, P.C., in Omaha, Nebraska. CHENIERE CORPUS: Moody's Rates Proposed $1BB Sr. Sec. Bonds Ba3 --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Cheniere Corpus Christi Holdings, LLC's (CCH or the project) proposed $1.0 billion senior secured bond offering. Concurrent with this action Moody's affirmed the Ba3 rating on CCH's $1.25 billion senior secured notes due 2024. The rating outlook for CCH is stable. Proceeds from the bond offering will be used to repay and reduce commitments under CCH's approximate $7.4 billion senior secured term loan facility due May 2022. RATINGS RATIONALE CCH owns Corpus Christi Liquefaction, LLC (CCL), currently a two train liquefied natural gas (LNG) project under construction with a capacity of 9.0 million tonnes per annum (mtpa) and Cheniere Corpus Christi Pipeline, L.P. (CCP), a 23-mile long natural gas pipeline which will bring feedstock to CCL from various intrastate and interstate pipelines. CCH, CCL and CCP are owned by Cheniere Energy, Inc. (Cheniere: not rated). CCH's senior secured notes are guaranteed by CCL, CCP and Corpus Christi Pipeline GP, LLC (CCP GP). CCH's Ba3 senior secured rating is supported by fixed capacity type payments under 20-year Sale and Purchase Agreements (SPA) between CCL and six separate investment grade counterparties that provide significant and predictable future cash flows. Moreover, the rating considers the lump sum Engineering, Procurement, and Construction (EPC) contract with a subsidiary of Bechtel Corporation (Bechtel) and Bechtel's global experience in building similar large LNG liquefaction facilities. The Ba3 rating incorporates construction risk, complexities around the consolidated capital structure, sizable equity contribution requirements from Cheniere and operating period execution risks. Unexpected site conditions, discovered existing underground pipelines, delayed FERC approvals and rain events have negatively impacted Bechtel's accelerated construction progress at the project. That said, the delays have not been significant enough to impact Bechtel's Guaranteed Substantial Completion Dates. The rating and outlook reflect the expectation that CCL will be completed no later than the Guaranteed Substantial Completion Dates of October 2019 for Train 1 and July 2020 for Train 2. Upon Substantial Completion, CCL can begin to fulfill its obligations to its SPA counterparties within the parameters of the SPA. The rating also assumes CCL will be completed within the approximate $11.7 billion budgeted cost, which includes a cost overrun contingency of $625 million, and will be funded with the required mix of debt and equity. Project costs to date have been funded with approximately 72% debt and 28% equity. In order to comply with the requirement that 25% of total project costs be funded with equity or cash flow generated during operations, Cheniere anticipates needing to begin contributing additional equity as early as January 2017. Incremental equity contributions from Cheniere to CCH to maintain the compliance requirement are approximately $1.1 billion through 2019. Cheniere intends to fund this requirement with corporate cash, which totaled $990 million at Sept. 30, 2016, near-term operating cash flow or additional capital raises. CCH's Ba3 rating assumes that Cheniere provides the required equity contribution as needed and therefore funding, when completed, will not have positive rating ramifications. However, the failure by Cheniere to make required equity contributions would prohibit CCH from accessing debt funding and would have negative rating consequences for CCH. Rating Outlook CCH's stable rating outlook reflects the expectation that Cheniere will provide equity funding as required and that construction will be completed on time and on budget. Factors that Could Lead to an Upgrade CCH's rating is unlikely to be upgraded in the near-term given the multi-year construction period. Over the longer-term, positive trends that could lead to an upgrade include material progress towards successful construction completion, attainment of commercial operation, and good operational performance. The communication of a financial strategy that includes meaningful debt amortization is also a rating consideration. Factors that Could Lead to a Downgrade CCH's rating could be pressured should it encounter significant construction cost overruns or delays, major operating problems or if there is material offtaker credit deterioration. Moreover, CCH's rating would be downgraded should Cheniere be unable to provide the required equity funding. While certain ring-fencing mechanisms have been implemented, CCH's rating could also face negative rating action if Cheniere experiences significant financial stress. The principal methodology used in these ratings was Generic Project Finance Methodology published in December 2010. CHENIERE CORPUS: S&P Gives Prelim. BB- Rating on $1BB Notes ----------------------------------------------------------- S&P Global Ratings said it assigned its preliminary 'BB-' issue rating and preliminary '2' recovery rating to U.S. project financing Cheniere Corpus Christi Holdings, LLC's (CCH) proposed $1 billion senior secured notes due 2025. The rating outlook is stable. The '2' recovery rating indicates expectations for substantial (70% to 90%; upper half of the range) recovery in the event of a default). S&P will provide final debt and recovery ratings on the notes based on a review of final transaction documentation to expected terms. At the same time, S&P assigned a 'BB-' issue rating and '2' recovery rating to CCH's $1.25 billion notes issued in May 2016 following a review of final documentation, construction progress, and expected financial performance. "For CCH, our outlook assesses the potential direction of the rating on the notes over the next 18 to 24 months. Over this period, we expect the outlook to be stable based on construction efforts that are within our schedule and budget expectation and our stable rating outlook on CEI," said S&P Global Ratings credit analyst Terry Pratt. "The stable outlook on CEI results from predictable cash flow from its Sabine Pass LNG project, which is operational, and construction at its Sabine Pass Liquefaction project, which is progressing in line with our budget and schedule expectations." Over the outlook horizon, the sole factor that would result in an upgrade would be an upgrade of S&P's rating on CEI since it caps the issue rating on CCH's debt. At this time, S&P thinks an improvement in its CEI rating over the outlook period is unlikely. Longer term during construction, once CEI has provided its equity commitment, the rating would improve provided that the construction phase SACP was at least 'bb'. Later, when the project is at or near completion such that S&P has strong confidence in operational performance, the rating would reflect the operations phase risk profile. Since the rating on CCH's debt is capped by the corporate credit rating on CEI, a negative outlook on or downgrade of CEI would result in the same rating action on CCH's debt. At this time, S&P thinks a deterioration of the rating on CEI over the outlook period is unlikely. Aside from an adverse movement in S&P's rating on CEI, a downgrade would require that construction phase SACP falls to 'b+'. Factors that would result in such a decline would be major delays for completion or major cost overruns such that available funding does not cover S&P's downside case cost profile by a substantial margin. S&P considers such events unlikely. CHINA FISHERY: Ch. 11 Trustee Hires Hogan Lovells as Counsel ------------------------------------------------------------ William A. Brandt, Jr., the Chapter 11 Trustee of China Fishery Group Limited (Cayman), et al., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Hogan Lovells US LLP as special counsel to the Trustee. Mr. Brandt requires Hogan to: a. advise the Trustee with respect to the international governmental aspects of the Chapter 11 Cases; b. provide the Trustee with advice related to the unique geopolitical aspects of the Debtors cases; and d. assist the Trustee with cross border advisory matters. Hogan will be paid at these hourly rates: Partners $735-$1,375 Associates and Counsel $445-$860 Legal Assistants $250-$345 Hogan will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Hogan is developing a budget and staffing plan that will be presented for approval by the Trustee. Christopher R. Donoho III, member of Hogan Lovells US LLP, assured the Court that the firm and its professionals are not "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Hogan can be reached at: Christopher R. Donoho, III, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Tel: (212) 918 3000 Fax: (212) 918 3100 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). CHINA FISHERY: Ch. 11 Trustee Hires Skadden Arps as Counsel ----------------------------------------------------------- William A. Brandt, Jr., the Chapter 11 Trustee of China Fishery Group Limited (Cayman), et al., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Skadden Arps Slate Meagher & Flom LLP as counsel to the Trustee. Mr. Brandt requires Skadden Arps to: (a) advise the Chapter 11 Trustee with respect to his powers and duties as Chapter 11 Trustee in the continued management and operation of CFG Peru Singapore; (b) identify, analyze and assist the Chapter 11 Trustee in maximizing the value of CFG Peru Singapore's assets; (c) investigate and assist the Chapter 11 Trustee in connection with any and all claims, causes of action or other bases of liability assertable by CFG Peru Singapore's estate, including, but not limited to, claims arising under Chapter 5 of the Bankruptcy Code; (d) prepare, on behalf of the Chapter 11 Trustee, all necessary motions, applications, complaints, answers, orders, reports and other papers in support of positions taken by the Chapter 11 Trustee in the Chapter 11 Cases; (e) take all necessary actions to protect and preserve CFG Peru Singapore's estate, including the prosecution of actions on the Chapter 11 Trustee's behalf and negotiations concerning litigation; (f) negotiate and prepare on the Chapter 11 Trustee's behalf plans of reorganization, disclosure statements, and all related agreements and documents, and take any necessary action on behalf of CFG Peru Singapore to obtain confirmation of such plan(s); (g) assess, prosecute, settle or otherwise resolve any claims asserted against CFG Peru Singapore in the Chapter 11 Cases; (h) appear, as appropriate, in the Bankruptcy Court, any appellate courts, and any other courts, panels, or forums in which matters may be heard to protect the interests of the Chapter 11 Trustee and CFG Peru Singapore's estate before said courts, panels, or forums; (i) assist and advise the Chapter 11 Trustee in connection with any matters affecting property of CFG Peru Singapore's estate, including, but not limited to, the operation and/or sale or other proposed disposition of property of CFG Peru Singapore's estate; and (j) perform all other necessary legal services and provide all other necessary legal advice as requested by the Chapter 11 Trustee. Skadden Arps will be paid at these hourly rates: Partners $935-$1,425 Counsel $925-$1,040 Associates $390-$920 Skadden Arps will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Skadden Arps did not represent the Debtor in the 12 months prepetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Skadden, Arps intends to speak with the Chapter 11 Trustee prior to the hearing to consider the application regarding a budget and staffing plan. Once established, recognizing that unforeseeable fees and expenses may arise in large chapter 11 cases, Skadden Arps and the Chapter 11 Trustee may need to amend the Skadden Arps budget and staffing plan as necessary to reflect changed circumstances or unanticipated developments. Lisa Laukitis, member of Skadden Arps Slate Meagher & Flom LLP, assured the Court that the firm and its professionals are not "disinterested persons" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Skadden Arps can be reached at: 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 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). CHINA TELETECH: Hires Centurion ZD CPA as Accountants ----------------------------------------------------- China Teletech Holding, Inc., has retained Centurion ZD CPA Limited as the Company's independent public accounting firm on Dec. 2, 2016. On the same day, Company's board of directors approved and ratified the engagement of Centurion as its new independent registered public accounting firm. During the year ended Dec. 31, 2014, and during the subsequent interim period through Dec. 2, 2016, the Company did not consult with Centurion regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements by Centurion, in either case where written or oral advice provided by Centurion would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively), as disclosed in a regulatory filing with the Securities and Exchange Commission. About China Teletech Tallahassee, Fla.-based China Teletech Holding, Inc., is a national distributor of prepaid calling cards and integrated mobile phone handsets and a provider of mobile handset value-added services. The Company is an independent qualified corporation that serves as one of the principal distributors of China Telecom, China Unicom, and China Mobile products in Guangzhou City, China. On June 30, 2012, the Company strategically sold its wholly-owned subsidiary, Guangzhou Global Telecommunication Company Limited ("GGT"), to a third party. GGT was engaged in the trading and distribution of cellular phones and accessories, prepaid calling cards, and rechargeable store-value cards. China Teletech reported a net loss of $907,000 on $4.29 million of sales for the year ended Dec. 31, 2014, compared with a net loss of $295,000 on $5.03 million of sales for the same period in 2013. As of Dec. 31, 2014, the Company had $11.8 million in total assets, $14.6 million in total liabilities and a $2.77 million total deficit. WWC, P.C., in San Mateo, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred substantial losses which raise substantial doubt about its ability to continue as a going concern. CIRCULATORY CENTERS: Case Summary & 3 Unsecured Creditors --------------------------------------------------------- Debtor: Circulatory Centers of Georgia, P.C. 500 Three PPG Place Pittsburgh, PA 15222 Case No.: 16-24530 Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Gregory L. Taddonio Debtor's Counsel: Robert O Lampl, Esq. ROBERT O LAMPL, ATTORNEY AT LAW 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: 412-392-0330 Fax: 412-392-0335 E-mail: rol@lampllaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tom Certo, president. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/pawb16-24530.pdf CONSOLIDATED COMMS: FairPoint Deal No Impact on Moody's Ratings --------------------------------------------------------------- Moody's Investors Service said that Consolidated Communications, Inc.'s announcement of a definitive agreement to purchase FairPoint Communications, Inc. will not immediately impact the ratings of either company. Consolidated (B1 stable) plans to acquire FairPoint (B2 stable) in an all-stock merger valued at approximately $1.5 billion, including FairPoint's existing debt. At transaction close, Consolidated plans to repay all of FairPoint's existing debt, at which time Moody's would withdraw all of FairPoint's ratings. The merger is expected to close by mid-2017. The transaction is positive for Consolidated because it will result in a modest decrease in leverage, increased scale and the potential for growth through greater investment into the legacy FairPoint properties. Consolidated expects to generate $55 million of annual operating synergies within a two year period following deal close. The cost savings and utilization of an estimated $300 million in net operating losses will boost Consolidated's free cash flow, but higher dividends resulting from stock issued to finance the deal will offset much of the benefit. FairPoint's revenues have faced pressure as growth in data and internet services has not been enough to offset the decline in voice and access revenues. For the third quarter of 2016, FairPoint's revenue fell 6.5% and EBITDA (company reported, including adjustments) fell 4.2% versus the third quarter of 2015. FairPoint's B2 rating reflects Moody's expectation of continued revenue weakness, but meaningful cost structure improvements that will improve cash flows and leverage. Consolidated's B1 corporate family rating reflects its strong EBITDA margins in the mid 40% range (including dividends received from its wireless investments) good cash flow (prior to dividend payments and capex spend), and the company's track record of successfully integrating prior acquisitions. The company is successfully transforming from a Tier 2 voice provider to a next generation IP service provider. Consolidated benefits from diversified operations as well as an advanced fiber network that has more stable revenue prospects. Enhanced VOIP, IPTV, and broadband services offer the potential to sell double or triple play packages that could reduce churn rates and diversify its revenue stream away from traditional access lines. However, these services have lower margins and subject the company to potentially higher TV programming expenses compared to larger competitors, and expose Consolidated to potential new internet based TV offerings. Consolidated's ratings could be upgraded if leverage is sustained below 3.25x (Moody's adjusted) and cash flow and liquidity are strong. The ratings could be downgraded if leverage rises above 5.25x (Moody's adjusted) or if cash flows or liquidity weakens. Consolidated Communications Holdings, Inc. provides communications services in consumer, commercial and carrier channels in California, Illinois, Iowa, Kansas, Minnesota, Missouri, North Dakota, Pennsylvania, South Dakota, Texas and Wisconsin. The company maintains headquarters in Mattoon, IL, and its LTM revenue is $755 million as of 9/30/16. FairPoint Communications, Inc., headquartered in Charlotte, NC, is a wireline telecommunications company in the US, serving approximately 310,000 broadband subscribers, 15,400 Ethernet circuits, and 377,000 residential voice lines across 17 states in the US. The Company generated approximately $830 million in revenues in the last twelve months ending September 2016. CONSTELLATION ENTERPRISES: Liquidating Trust Agreement Reached -------------------------------------------------------------- BankruptcyData.com reported that Constellation Enterprises' official committee of unsecured creditors filed with the U.S. Bankruptcy Court a motion for entry of an order approving a liquidating trust agreement and binding claims mediation agreements. The motion explains, "The Settlement Motion seeks approval of a settlement term sheet (the 'Term Sheet'), which, among other things, requires the establishment by the Committee and the Debtors of a liquidating trust (the 'GUC Trust') with beneficial interests in the GUC Trust inuring solely to the Beneficiaries. The following assets will be transferred to the GUC Trust (a) certain claims and causes of action, and (b) cash contributions from the Purchaser, consisting of (i) $1,250,000 for general unsecured creditor recoveries and (ii) $1,000,000 for GUC Trust professional fees, ((a) and (b), collectively, the 'Liquidating Trust Assets'), which Liquidating Trust Assets will be used to administer the GUC Trust and facilitate distributions to holders of allowed general unsecured claims ('Allowed General Unsecured Claims') and to the Noteholder Beneficiaries. The GUC Trust will be administered by a liquidating trustee (the 'Trustee') and a Liquidating Trust Oversight Committee, whose actions will be governed by the Liquidating Trust Agreement. Accordingly, by this Motion, the Committee seeks an order approving, among other things, the form of the Liquidating Trust Agreement. The Dismissal Motion does not provide any reconciliation or dispute resolution procedures for determining the validity and amount of the claims filed against the Debtors in these cases. Indeed, to date the Debtors have not served a bar date notice, which was authorized by this Court by order dated July 19, 2016 [D.I. 396]. By this Motion, the Committee requests that the Court enter an order providing, among other things, that any holder of a general unsecured claim, in order to receive its pro rata share of distributions from funds held by the GUC Trust, must agree to participate in and be bound by certain claims-resolutions procedures." The Court scheduled a December 20, 2016 hearing on the motion, with objections due by December 13, 2016. About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 16-11213) on May 16, 2016. The petitions were signed by William Lowry, chief financial officer. The Debtors estimated their assets at between $1 million and $10 million and their debts at between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. CORINTHIAN COLLEGES: Securities Fraud Suit Settlement Has Final OK ------------------------------------------------------------------- Judge George H. King of the United States District Court for the Central District of California granted final approval to the settlement and plan of allocation in the case captioned FRANK ERICKSON, Individually and on Behalf of All Others Similarly Situated, Plaintiffs, v. CORINTHIAN COLLEGES, INC., JACK P. MASSIMINO, ROBERT C. OWEN and KENNETH S. ORD, Defendants, Case No. CV 13-7466-GHK (PJWx) (C.D. Cal.). The judge also granted an award of attorneys' fees and expenses, lead plaintiff award, and claims administration costs. A securities-fraud case was filed against Corinthian Colleges, Inc., Jack P. Massimino, Robert C. Owen, and Kenneth S. Ord. On May 4, 2015, Corinthian Colleges, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Shortly thereafter, lead plaintiff Jeramey Lynch and the individual defendants reached a settlement for a putative class action. Judge King finally approved in all respects the settlement and the Second Amended Stipulation of Settlement dated April 14, 2016, including the plan of allocation. Judge King certified, for purposes of settlement only, the following class: All persons who purchased or otherwise acquired the common stock of Corinthian Colleges, Inc. from August 23, 2010 through April 14, 2015, both dates inclusive. The judge also extended the deadline for filing claims in the settlement from November 7, 2016, to December 16, 2016. Judge King thereby directed payment of up to $450, 000 from the Settlement Fund to the claims administrator, Garden City Group, LLC. Judge King also granted the lead counsel an award of attorney's fees in the amount of $980, 000 (reflecting 28% of the settlement) and reimbursement for litigation expenses in the amount of $72, 499.47, together with the interest earned on both amounts for the same time period and at the same rate as that earned on the Settlement fund until paid. Lastly, Judge King granted an award of $3,000 to lead plaintiff Jeramey Lynch. The case was dismissed with prejudice and all claims contained therein and all of the settled claims as against the released parties, except as and to the extent provided in the settlement and the stipulation. A full-text copy of Judge King's November 9, 2016 final judgment and order is available at https://is.gd/Lk5C48 from Leagle.com. Frank Erickson is represented by: Jeremy A. Lieberman, Esq. Murielle J. Steven, Esq. Star Michelle Mishkel Tyner, Esq. POMERANTZ LLP 600 Third Avenue New York, NY 10016 Tel: (212)661-1100 Fax: (917)463-1044 Email: jalieberman@pomlaw.com mjsteven@pomlaw.com smtyner@pomlaw.com -- and -- Patrick V. Dahlstrom, Esq. POMERANTZ LLP 10 South LaSalle Street, Suite 3505 Chicago, IL 60603 Tel: (312)377-1181 Fax: (312)377-1184 Email: pdahlstrom@pomlaw.com -- and -- Lesley F. Portnoy, Esq. Lionel Zevi Glancy, Esq. GLANCY PRONGAY AND MURRAY LLP 1925 Century Park East, Suite 2100 Los Angeles, CA 90067 Tel: (310)201-9150 Fax: (310)432-1495 Email: lportnoy@glancylaw.com lglancy@glancylaw.com -- and -- Nicole Lavallee, Esq. BERMAN DEVALERIO One California Street, Suite 900 San Francisco, CA 94111 Tel: (415)433-3200 Fax: (415)433-6382 Email: nlavallee@bermandevalerio.com Jack P. Massimino, Robert C Owen, Kenneth S Ord are represented by: Jeffrey Ying-Ting Wu, Esq. John W. Spiegel, Esq. Robert L. Dell Angelo, Esq. John Michael Gildersleeve, Esq. MUNGER TOLLES AND OLSON LLP 355 South Grand Ave., 35th Floor Los Angeles, CA 90071 Tel: (213)683-9100 Email: jeffrey.wu@mto.com john.gildersleeve@mto.com About Corinthian Colleges Corinthian Colleges, Inc., et al., were founded in February 1995 and through acquisitions became one of the largest for-profit post-secondary education companies in the U.S. and Canada. In January 2010, Corinthian purchased Heald Capital LLC, which operated Heald College, a 150 year-old regionally-accredited institution with 12 campuses. Corinthian Colleges, Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of operations. The cases are jointly administered under Case No. 15-10952. Judge Kevin J. Carey presides over the case. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; PricewaterhouseCoopers, LLC, as tax advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The U.S. Trustee for Region 3 formed an Official Committee of Unsecured Creditors and an Official Committee of Student Creditors. The Creditors Committee retained Brown Rudnick LLP and Rosner Law Group as attorneys. The Student Committee tapped Robins Kaplan LLP and Poslinelli PC as attorneys. * * * The Debtors closed each of their campus locations effective as of April 27, 2015, and immediately began the process of liquidating their assets and winding down operations. The effective date of the Debtors' Third Amended and Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation was Sept. 21, 2015. COSI INC: LIMAB LLC Named Winning Bidder for Assets --------------------------------------------------- BankruptcyData.com reported that Cosi filed with the U.S. Bankruptcy Court a notice of (i) winning bidder and (ii) cancellation of auction. Court-filed documents note, "Pursuant to the Bidding Procedures Order, the deadline for the submission of Qualified Bids in connection with the Auction expired on November 28, 2016 at 5:00 p.m. prevailing Eastern Time (the 'Bid Deadline'). The Debtors received no bids prior to the Bid Deadline and no party requested an extension of the Bid Deadline. In light of the foregoing, the auction scheduled for November 30, 2016 (the 'Auction') is cancelled and LIMAB, LLC is deemed the Winning Bidder. A hearing on objections and the Sale Motion is scheduled to take place on December 8, 2016." Winning bidder LIMAB is comprised of the Company's senior secured lenders: AB Opportunity Fund, AB Value Partners and one or more entities affiliated with Milfam II. About Cosi Inc. Cosi -- http://www.getcosi.com/-- is an international fast casual restaurant company. There are currently 45 company-owned and 31 franchise restaurants operating in fourteen states, the District of Columbia, Costa Rica and the United Arab Emirates. Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The Debtors are represented by Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP. The O'Connor Group serves as their financial consultant. Randy Kominsky of Alliance for Financial Growth, Inc. has been tapped as chief restructuring officer to the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors composed of: Robert J. Dourney, Honor S. Heath of Nstar Electric Company, and Paul Filtzer of SRI EIGHT 399 Boylston. The Creditors Committee is represented by Lee Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial Advisory Services LLP serves as financial advisor for the Committee. CRYSTAL WATERFALLS: Sale of All Assets to Huang for $23M Approved ----------------------------------------------------------------- Judge Ernest Robles of the U.S. Bankruptcy Court for the Central District of California approved Crystal Waterfalls, LLC's sale of substantially all assets, other than in the ordinary course of business, to Ganyu Huang, LVGEM Investment, LLC, and/or the assignee of either, for $22,600,000. A sale hearing was held on Nov. 30, 2016 at 10:00 a.m. On Nov. 21, 2016, the Debtor received an alternate bid in the amount of $21,000,000 from the Buyer. On Nov. 28, 2016, the Huang Parties wire transferred $630,000 to First American Title Co. ("FATCO") and removed all contingencies identified in the Huang PSA. On Nov. 28, 2016, the Debtor received a second alternate bid in the amount of $22,000,000 from Yang Miao, Spill Thrive Limited, East West Education Group Limited, and/or their respective assignees ("Miao Parties"). On Nov. 28, 2016, the Miao Parties wire transferred $660,000 to FATCO and removed all contingencies identified in the Miao PSA. As a result of receiving two alternate bids from the Huang Parties and the Miao Parties, respectively, an auction was held at 10:00 a.m. on Nov. 29, 2016 at the offices of the Debtor's counsel, Landsberg Law, APC, 9300 Wilshire Boulevard, Suite 565, Beverly Hills, California. At the conclusion of the auction, the Debtor determined that the highest and best offer at the Auction was from the Huang Parties with an overbid of $22,600,000. Additionally, the Miao Parties have agreed to be the backup buyer for a purchase price of $22,400,000 ("Back-Up Offer Addendum") in the event the sale to the Buyer is cancelled or otherwise terminated. Los Angeles Properties Investment, Inc. ("LAPI") did not remove contingencies by Nov. 28, 2016, thus LAPI did not participate in the auction, and thus are not entitled to the Breakup Fee of $150,000. Upon the entry of the Order, and prior to closing, FATCO is ordered and instructed to transfer to the Debtor the deposit made by Buyer, in the amount of $630,000. FATCO is also ordered and instructed to return to LAPI the $615,000 deposit placed by LAPI into escrow. Upon closing, the Debtor will pay over, or instruct FATCO to pay over, the proceeds realized by the Debtor from the sale of the assets as follows: a. Customary and ordinary closing costs, including escrow and title costs; b. Commissions for the Debtor's and the Buyer's brokers, as more particularly set forth in the Huang PSA; c. Unpaid and outstanding real property taxes due and owing to Los Angeles County Treasurer and Tax Collector; d. The allowed and undisputed portion of the B3 POC in accordance with B3's payoff demand and instructions to FATCO identifying the amount(s) to be paid and whom to be paid and whose escrow demand shall also contain the signature of the Debtor's counsel. If the Debtor or any party disputes any amounts set forth in the B3 POC and/or in any payoff demand, then said party will file either an objection to the B3 POC with the Court or deliver to B3's counsel, Raymond H. Aver, at least 48 hours prior to the close of escrow. Any portion of the B3 POC and/or payoff demand that is undisputed, will be paid in accordance with the costs of the sale, and any disputed amount, plus an additional $400,000 over and above the B3 POC and/or payoff demand, will be held and reserved in escrow ("Disputed Amount") for any damages, including attorneys' fees and costs, anticipated to be incurred by B3 to resolve the Disputed Amount. The release of any Disputed Amount may be pursuant to written stipulation between the parties submitted to escrow without further order of the Court, or pursuant to Order of the Court after notice and hearing. B3's claim will not be surcharged in any way with the costs of the sale or any administrative claims, costs or expense in connection with the sale of the assets. B3 reserves the right to require an updated payoff demand prior to any close of escrow to ensure its claim is paid in full. At least 48 hours prior to any scheduled close of escrow, the Debtor or the escrow representative will provide B3 with a copy of the estimated HUD-1 and/or Settlement/Closing Statement for review. The balance of the sale proceeds, will be maintained in an interest-bearing account, if authorized by the Office of the United States Trustee, pending further order of the Court, including those sums to be paid to Sequoia Hospitality F & B, Inc. as the fee for terminating the Restaurant Lease. The Miao Parties are ordered to be the backup buyer for a purchase price of $22,400,000 in the event the sale to the Buyer is cancelled or otherwise terminated, and are bound by the terms and provisions set forth in the Miao PSA and the Order. The Miao Parties will be required to close escrow within 15 days of receiving written notification from Debtor's counsel of cancellation of escrow with the Buyer, to the extent it occurs. Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order will be effective and enforceable immediately upon entry and will not be subject to any stay as provided therein and its provisions will be self-executing. About Crystal Waterfalls Crystal Waterfalls LLC owns real property in Covina, California, on which it currently operates a hotel known as the Park Inn by Radisson. Situated in the heart of Southern California, the Hotel is just east of downtown Los Angeles at the base of the San Gabriel Mountains, and a short distance from West Covina, San Dimas, Irwindale, City of Industry, Pomona, and Ontario, and many major attractions (such as amusement parks, the Pomona Fairplex, and Irwindale Speedway). The Hotel includes 258 rooms (50 of which require certain forms of rehabilitation and currently are not in use), and has a fitness center, an outdoor heated swimming pool and whirlpool, and 9,000 square feet of meeting space. Facing an imminent foreclosure sale by its senior lender, Crystal Waterfalls LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 15-27769) in Los Angeles, California, on Nov. 19, 2015. Judge Ernest M. Robles presides over the case. The petition was signed by Lucy Gao, managing member. Crystal Waterfalls currently has two members: (1) Lucy Gao, who serves as the Debtor's managing member; and (2) Golden Bay Investments LLC, a California limited liability company ("Golden Bay"). Ms. Gao is the sole and managing member of Golden Bay. The Debtor disclosed $52.5 million in assets and $71.4 million in liabilities in its schedules. The schedules say that the Covina, California hotel property is worth $52 million. The Debtor received approval to employ Landsberg Law, APC, as bankruptcy counsel. The U.S. Trustee has filed a motion seeking to convert Crystal Waterfalls' bankruptcy case to a Chapter 7 case, or to dismiss the case. CSG SYSTEMS: Moody's Affirms Ba3 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service affirmed CSG Systems International, Inc.'s ratings --- Corporate Family Rating at Ba3, Senior Secured First Lien debt (Revolver and Term Loan) at Ba1, the Probability of Default Rating (PDR) at Ba3-PD, and the Speculative Grade Liquidity (SGL) rating at SGL-1. The outlook is stable. Ratings Affirmed: Issuer: CSG Systems International, Inc. Corporate Family Rating, Ba3 Probability of Default Rating, Ba3-PD Senior secured first lien bank credit facility , Ba1 (LGD2) Speculative Grade Liquidity, SGL-1 Outlook Actions: Issuer: CSG Systems International, Inc. Outlook remains stable RATINGS RATIONALE The Ba3 CFR rating reflects CSG's position in the North American cable and direct broadcast satellite (DBS) customer management and billing market as the market leader ahead of Amdocs and NetCracker Technology (subsidiary of NEC Corp). CSG has relatively predictable revenue stream because of the 95% renewal rate with customers with contracts that average 3 to 5 years. Revenue is likely to grow at a flat to low single digit rate over the near term and reflects our expectation that growth in processing revenues will be partially offset by continued declines in software revenue as the business continues to transition the software business to a more recurring revenue model. Financial leverage is low compared to others at the Ba3 rating category as Moody's expects debt to EBITDA not to exceed 3x. The Ba3 CFR also reflects considerable concentration among clients (top 3 customers comprise approximately 61% of revenues), which reflects the concentration in cable and DBS, and limited geographic diversity as approximately 86% of revenues are from the Americas. These large customers have negotiating leverage, as the significant annualized pricing discounts on previous contract extensions demonstrated. Moody's believes that emerging markets are maturing and that CSG's software revenue will thus be facing more spirited competition over the intermediate term as participants chase fewer deals, driving down profits. The stable outlook reflects our expectation that CSG will produce flat revenues to low single-digit percent revenue growth over the next 12 to 18 months, reflecting our expectation that growth in processing revenues will be partially offset by continued declines in software revenue. Nevertheless, with continued growth in cloud and related solutions revenues and stabilization in software revenues over time, Moody's expects that leverage will gradually improve such that debt to EBITDA (Moody's adjusted) will decline toward the lower 2x level over the next 18 months due to debt reduction and modest EBITDA growth. The senior secured credit first lien facility is rated Ba1, reflecting the cushion of senior subordinated convertible notes (unrated), which rank junior in the company's capital structure. The SGL rating of SGL-1 reflects a very good liquidity profile based on the expectations that cash and short term investments will exceed $180 million. Moody's expects annual cash from operations of at least $110 million will be more than sufficient to cover capital expenditures of about $25 million and the $24 million of dividends. CSG also has an undrawn $200 million revolving credit facility, which matures in February 2020. The rating could be upgraded following organic revenue growth in the mid-single digits and evidence of market share gains. CSG should also show progress in building scale and diversifying end markets served and customer concentration. Moody's would expect these developments to translate into sustained improvements in profitability and free cash flow ("FCF"), with EBITDA margins (Moody's adjusted) stabilizing in the mid to upper 20s percent and debt to EBITDA (Moody`s adjusted) sustained below 2x. Moody's would further expect that CSG would limit shareholder-friendly actions if leverage increases or liquidity becomes strained. The rating could be downgraded if CSG were to experience a material client defection, indicating a weakening market position. The rating could also be downgraded if profitability and FCF were to decline, with the operating margin (Moody's adjusted) approaching the single digits or if Moody's believes that FCF to debt (Moody's adjusted) will remain below the upper single digits or debt to EBITDA (Moody's adjusted) will remain above 3x. CSG Systems International, Inc., based in Englewood, Colorado, is a leader in billing and customer management solutions for North American cable television, satellite and Internet service providers with an international presence in telecom billing. Moody's expect that CSG will generate revenues of at least $760 million in 2017. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. DATA SYSTEMS: Court Confirms Ch. 11 Plan ---------------------------------------- Judge Randall L. Dunn of the United States Bankruptcy Court for the District of Oregon confirmed the First Amended Plan of Reorganization proposed by the duly appointed chapter 11 trustee, Amy Mitchell, for the debtor-in-possession Data Systems, Inc. William F. Holdner testified in opposition to confirmation, reiterating a number of claims he has asserted consistently in the bankruptcy case. Holdner argued that the $7.00 offering price per share of DSI common stock included in the Plan is too low. However, Judge Dunn found that Holdner's $9.55 per share projected valuation for the DSI common stock is not credible, particularly considering its failure to incorporate any deduction for DSI liabilities, either existing or ongoing. Holdner further testified that he did not consider the Plan fair to shareholders in that it only offered them $7.00 per share, consistent with a tender offer that Richard Kreitzberg made earlier to the shareholders that Holdner views as fraudulent. Holdner asserted that the Plan is the embodiment of a scheme to allow Kreitzberg to avoid paying taxes on dividends that otherwise would be distributed from the main office property sale proceeds. Judge Dunn disagreed with Holdner that avoidance of taxes is the Plan's primary purpose, and was unpersuaded by Holdner's lay opinions that the Plan violates the registration provisions of the Securities Act and the securities fraud provisions of SEC Rule 10b-5. The judge found that the Plan provides means to recapitalize DSI with working capital in addition to amounts required to fund the payments of creditor claims and stock buyouts, and that the Plan further provides a mechanism for resolving the contentious corporate governance issues that have plagued DSI in recent times. Accordingly, Judge Dunn concluded that the Trustee has met her burden of proof to establish that the Plan and the Trustee, as Plan proponent, have complied with applicable law and that the Plan was proposed in good faith. Holdner also asserted that the Trustee had done an inadequate job of investigating Kreitzberg's ability to fund the recapitalization of DSI mandated by the Plan and had not provided adequate evidence that the Plan was feasible. On the contrary, Judge Dunn found that the Trustee submitted adequate evidence to support Plan feasibility. The Trustee testified that she had examined Kreitzberg's recent Charles Schwab investment account statements and was comfortable that he could fund the capital investments required by the Plan. Holdner provided no evidence to support his assertion that the Trustee's investigation of Kreitzberg's finances was inadequate. Holdner also objected that the Plan is unfair to shareholders because it will allow Kreitzberg to obtain control of DSI and dilute the share ownership interests of shareholders who elect to retain their stock in DSI. Judge Dunn, however, found that the Plan does not discriminate unfairly among the DSI shareholders because they have the option to retain their shares or sell them for $7.00 a share, giving them a market for their shares at a premium over liquidation value. Thus, the judge concluded that the Trustee has met her burden of proof to establish that the Plan is fair and equitable and is not unfairly discriminatory in its treatment of the DSI shareholders. Accordingly, Judge Dunn concluded that the confirmation requirements of section 1129 of the Bankruptcy Code have been satisfied. A full-text copy of Judge Dunn's December 2, 2016 opinion is available at: http://bankrupt.com/misc/orb16-30477-206.pdf About Data Systems Portland, Oregon-based Data Systems, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Ore. Case No. 16-30477) on Feb. 11, 2016, estimating its assets at between $1 million and $10 million and its liabilities at between $100,000 and $500,000. The petition was signed by William F. Holdner, president. Judge Randall L. Dunn presides over the case. Ted A Troutman, Esq., at Troutman Law Firm P.C. serves as the Debtor's bankruptcy counsel. Amy Mitchell was appointed Chapter 11 trustee of Data Systems, Inc. The Chapter 11 Trustee retains Henderson Bennington Moshofsky,P.C., as accountant. DEAN YOUNG: Hearing on Disclosure Statement Approval Set For Jan. 5 ------------------------------------------------------------------- The Hon. David R. Duncan of the U.S. Bankruptcy Court for the District of South Carolina has scheduled for Jan. 5, 2017, at 10:30 a.m., the hearing to consider the approval of Dean Young Enterprises, LLC's disclosure statement referring to the Debtor's plan of reorganization. Dec. 29, 2016, is fixed as the last day for filing and serving written objections to the Disclosure Statement. 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 Aug. 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. DEKADA CORPORATION: Disclosures Get Final OK, Plan Confirmed ------------------------------------------------------------ The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey has finally approved Dekada Corporation's disclosure statement and confirmed the Debtor's plan of reorganization filed on May 25, 2017. The Disclosure Statement was conditionally approved by the Court on May 27, 2016. Dekada Corporation dba El Mexicano II filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 15-24329) on July 30, 2015, estimating its assets and liabilities at between $100,001 and $500,000 each. Milica A. Fatovich, Esq., at Hook & Fatovich, LLC, serves as the Debtor's bankruptcy counsel. DIGITALGLOBE INC: S&P Rates New $1.47MM Secured Credit Facility BB+ ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to DigitalGlobe Inc.'s proposed senior secured credit facility including a $200 million revolving credit facility maturing in 2022 and a $1.275 billion term loan B maturing in 2024. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; lower half of the range) recovery for lenders in the event of a payment default. S&P expects the company will use the proceeds from the term loan to pay down its current outstanding revolver balance and refinance its existing $550 million term loan maturing in 2020 (approximately $530 million outstanding) and $600 million senior unsecured notes due in 2021. The 'BB' corporate credit rating and stable outlook on DigitalGlobe remain unchanged since S&P expects the transaction will be leverage-neutral with pro forma net adjusted leverage in the low-3x area. S&P will withdraw its ratings on the company's current debt when it is redeemed. RATINGS LIST DigitalGlobe Inc. Corporate credit rating BB/Stable/-- New Rating DigitalGlobe Inc. Senior Secured $200 mil revolv credit fac due 2022 BB+ Recovery Rating 2L $1.275 bil term loan B due 2024 BB+ Recovery Rating 2L DIRECTORY DISTRIBUTING: Hires Walker as Special Counsel ------------------------------------------------------- Directory Distributing Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Walker & Patterson, P.C. as special counsel to the Debtor. Directory Distributing requires Walker to assist the Debtor in the filing of the notice of removal of Cause No. 2011-50578 in the 269th Judicial District Court of the State of Texas, County of Harris, styled Erin Walker, et al. v. Directory Distributing Associates, Inc., Richard Price, Steve Washington, Laura Washington, Roland E. Schmidt, and Sandy Sanders, and AT&T Corporation. Walker will be paid at these hourly rates: Miriam Goott $350 Johnie Patterson $400 Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. Johnie Patterson, member of Walker & Patterson, 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. Walker can be reached at: Johnie Patterson, Esq. WALKER & PATTERSON, P.C. 4815 Dacoma St. Houston, TX 77092 Tel: (713) 956-5577 About Directory Distributing Directory Distributing Associates, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mo. Case No. 16- 47428) on October 14, 2016. The petition was signed by Kristy Runk Bryan, Esq., attorney. The case is assigned to Judge Kathy A. Surratt-States. At the time of the filing, the Debtor estimated assets of $1 million to $10 million, and liabilities of less than $500,000. DORCH COMMUNITY: Faces Medical, Billing Issues, 1st PCO Report Says ------------------------------------------------------------------- A. Dale Watson, the State and Regional Long Term Care Ombudsman, has filed before the U.S. Bankruptcy Court for the District of South Carolina an initial report for Dorch Community Care Center LLC, dated November 21, 2016. According to the PCO, during his visit, he noted that the meal was not in accordance with the posted menus. Moreover, the Ombudsmen observed three new residents who did not have medications at the facility. Omnicare, the contracted pharmacy, then, delivered medications for two of the three residents. The pharmacy explained there was a clerical error (facility/health provider) on one of the prescriptions that resulted in the delay of the order being filled. The Ombudsman also reviewed the medication bills of the residents and determined several residents had outstanding balances on their bills of $100 or more. Overall, the residents appeared to be groomed and with the exception of the flies, the facility was clean, the PCO said. The residents did not make any complaints during the visit to the facility, the PCO added. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/scb16-04486-44.pdf Dorch Community Care Center LLC filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-04486) on September 2, 2016, and is represented by J. Carolyn Stringer, Esq., at Stringer Law. DOWLING'S PALACE: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: Dowling's Palace Inc. 7845 Buist Avenue Philadelphia, PA 19153 Case No.: 16-18356 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Robert J. Lohr, II, Esq. LOHR & ASSOCIATES, LTD. 1246 West Chester Pike, Suite 312 West Chester, PA 19382 Tel: (610) 701-0222 Fax: (610) 431-2792 E-mail: bob@lohrandassociates.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Stacey L. Dowling, president. The Debtor listed North Philadelphia Financial Partnership as its sole unsecured creditor, holding a claim of $37,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb16-18356.pdf DOWNSTREAM DEVELOPMENT: Moody's Puts B3 CFR on Review for Upgrade ----------------------------------------------------------------- Moody's Investors Service placed Downstream Development Authority's (DDA) B3 Corporate Family Rating and B3-PD Probability of Default Rating on review for possible upgrade. At the same time, Moody's assigned a B2 rating to the company's proposed $250 million 2nd lien notes due 2022. DDA plans to use the proceeds from the proposed 2nd lien notes along with a new $75 million 1st lien term loan due 2021 (not-rated) to refinance the company's existing 10.5% $285 million senior secured notes 2019 rated B3 and $26 million term loan due in 2019 (not-rated). The B3 rating on DDA's existing senior secured notes was affirmed and will be withdrawn once the proposed transaction closes as Moody's expects these notes will be fully repaid. "Moody's expects to upgrade DDA's CFR and PDR one notch to B2 and B2-PD, respectively, if and when the proposed refinancing transaction closes as it will eliminate concerns regarding DDA's substantial January 2019 debt maturities, a limiting factor with respect to the company achieving a higher rating," added Foley. "The B2 assigned to DDA's proposed 2nd lien notes assumes that the transaction closes as proposed and that the CFR upgrade to B2 occurs at that time." Ratings placed on review for upgrade: Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD New rating assigned: $250 million 2nd lien notes due 2022 -- B2 (LGD 4) Rating affirmed and to be withdrawn when proposed transaction closes: 10.5% $285 million senior secured notes 2019, at B3 RATINGS RATIONALE The review for upgrade considers Moody's opinion that DDA's ability to refinance its debt in a manner that pushes out debt maturities several years and lowers the company's overall cost of debt capital will significantly improve the company's ability to deal with existing and new competition. There are numerous existing Native American casinos in its primary market area and a high likelihood of a new casino located about 30 miles north of DDA's casino entering the market in the second half of 2017. DDA is a wholly owned unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a federally recognized Native American tribe with approximately 4,900 enrolled members. Downstream owns and operates the Downstream Casino Resort, a Native American casino located at the point where the state borders for Kansas, Missouri and Oklahoma meet -- its casino is in Oklahoma and part of its parking lot is located in Kansas. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. DOWNSTREAM DEVELOPMENT: S&P Rates Proposed $250MM Sr. Notes 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating to Quapaw, Okla.-based gaming operator Downstream Development Authority's (DDA) proposed $250 million second-lien senior secured notes due 2022. DDA is planning to use proceeds, along with an unrated $75 million first-lien term loan facility and excess cash on its balance sheet, to refinance all of its existing debt (including its outstanding $285 million 10.5% senior secured notes due 2019) to fund a one-time distribution of $3 million to the Quapaw Tribe and to pay debt breakage costs, accrued interest, and transaction fees and expenses. S&P plans to withdraw its rating on DDA's existing senior secured notes once the proposed transaction closes and the debt is repaid. S&P Global Ratings does not assign recovery ratings to Native American debt issues because there are significant uncertainties surrounding the exercise of creditor rights against a sovereign nation. These include whether the U.S. bankruptcy code would apply, whether a U.S. court would ultimately be the appropriate venue to settle such a matter, and to what extent a creditor would be able to enforce any judgment against the sovereign nation. The notching of S&P's issue-level ratings from our issuer credit rating on a given Native American issuer reflects the relative position of each security in the capital structure, incorporating the amount of higher-ranking priority debt ahead of each issue. DDA's unrated first-lien term loan is the highest ranking debt in the capital structure. Under S&P's forecast, it expects the term loan facility, which constitutes DDA's priority debt, to remain less than 30% but more than 15% of forecasted total assets through fiscal 2017. This results in an issue-level rating of 'B-' (one notch below the issuer credit rating) on the senior secured notes. "Our 'B' issuer credit rating and stable outlook on DDA are unchanged. Although this transaction adds a modest amount of additional debt due to fees and expenses associated with the transaction, including debt breakage costs and accrued interest, and a modest one time distribution to the tribe, it has only a modest impact on our base-case credit measures. We now expect leverage to be in the mid-5x area in fiscal 2017 compared to the low- to mid-5x under our previous forecast. We also forecast fixed charge coverage (defined as EBITDA over the sum of interest, debt amortization, maintenance capital expenditures, and distributions to the Quapaw Tribe) will be modestly weaker due to the higher amount of distributions to the tribe proposed under the refinancing transaction. As an offset to these slightly weaker credit measures, we anticipate EBITDA coverage of interest expense to modestly improve from the lower cost debt in the capital structure. Additionally, high amortization required under the proposed term loan will reduce debt over time and the extension of the maturity profile will eliminate any refinancing risk until at least 2021," S&P said. Under the terms of the proposed term loan facility, there will be several financial maintenance covenants including a maximum first-lien leverage and minimum fixed charge coverage ratio. Under S&P's forecast, it expects the cushion with respect to the fixed charge coverage ratio to remain below 10% but do not believe that DDA will violate the covenant over the forecast period. DDA has demonstrated a track record of successfully amending covenant levels when needed, and S&P believes it would be able to negotiate with its lenders to secure covenant relief, if needed, to provide more covenant cushion in a scenario in which they underperform S&P's current forecast. DDA has excess cash on the balance sheet, although reduced somewhat in conjunction with the proposed transaction, and can reduce distributions to the tribe in order to provide flexibility when seeking an amendment. Additionally, first-lien leverage is relatively low and the term loan features high amortization which will reduce first-lien leverage over time. RATINGS LIST Downstream Development Authority Issuer Credit Rating B/Stable/-- New Rating Downstream Development Authority Senior Secured $250 mil second lien notes due 2022 B- EASTERN POWER: S&P Lowers Rating on $1.6BB Term Loan to 'BB-' ------------------------------------------------------------- S&P Global Ratings said it lowered its rating on Eastern Power LLC's $1.6 billion senior secured first-lien term loan due 2021 and $90 million revolving credit facility due 2019 to 'BB-' from 'BB'. The outlook is stable. S&P Global Ratings also revised the recovery rating on the debt to '3' from '2', indicating S&P's expectation that lenders can expect meaningful (50% to 70%; in the upper half of the range) recovery if a payment default occurs. Eastern Power LLC is co-issuer with Eastern Covert Midco, LLC and is a joint and several obligor. "The stable outlook reflects Eastern Power's reliance on predictable capacity payments for most of its cash flow over the next few years, our expectations for sound operational performance, and debt outstanding on the term loan at refinancing of about $1.3 billion," said S&P Global Ratings credit analyst Kimberly Yarborough. "We expect robust DSCRs near and above 2x until refinancing when DSCRs drop to 1.1x in our analysis. We further expect stable operational performance and cash sweeps that accelerate paydown on the term loan." S&P would likely lower the rating if expected debt service coverage fell below 1.1x on a sustained basis in the postrefinancing period, which could stem from operational issues that lower availability and increase maintenance costs, lower-than-expected capacity prices in NYISO Zone J over the next few years, or higher debt outstanding at refinancing. An upgrade would likely require debt service coverage ratios over 2x on a sustained basis, sound operational performance, and significantly lower debt at maturity. ELBIT IMAGING: Announces Third Quarter Results for 2016 ------------------------------------------------------- Elbit Imaging Ltd. reported a net loss of NIS 35.58 million on NIS 44.56 million of total revenues for the three months ended Sept. 30, 2016, compared to a loss of NIS 2.35 million on NIS 31.30 million of total revenues for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a loss of NIS 132.17 million on NIS 227.71 million of total revenues compared to a loss of NIS 203.17 million on NIS 298.62 million of total revenues for the same period a year ago. As of Sept. 30, 2016, Elbit Imaging had NIS 2.60 billion in total assets, NIS 2.37 billion in total liabilities and NIS 231.65 million in shareholders' equity. The Company's subsidiary Plaza Centers N.V. has published its interim financial statement as of Sept. 30, 2016, on Dec. 2, 2016. PC has reported that it is in active negotiations on several disposal transactions which will generate estimated net proceeds of EUR 71 million to PC and, although there is no certainty that these transactions will be completed, it is expected that the closing of these transactions will take place within a few months after Dec. 1, 2016. Those financial statements include a statement that PC is of the opinion that the combination of PC's forecast cash flow (which mainly relies on the realization of its assets as mentioned above), its indebtedness and other obligations under the restructuring plan (as amended and reported by the Company on Dec. 1, 2016) and other factors, indicate the existence of a material uncertainty that casts significant doubt about PC's ability to continue as a going concern. The Company is of the opinion that such uncertainty with respect to PC does not materially affect the Company's financial position, its excepted cash flow and its ability to serve it indebtedness (on a standalone basis) in the foreseeable future. A full-text copy of the press release is available for free at: https://is.gd/7Ytvt7 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. 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. ELENA DELGADILLO: S. Lopez Seeks Ch. 11 Trustee Appointment ----------------------------------------------------------- Creditor Sacramento Lopez asks the U.S. Bankruptcy Court for the Eastern District of California to enter an order directing the appointment on behalf of the Debtor in Possession, Elena Delgadillo, a Chapter 11 Trustee or an order converting the Chapter 11 bankruptcy case to one under Chapter 7. Ms. Lopez's motion alleges that the Debtor fails and refuses to perform stipulated benchmarks -- which were established to efficiently administer her estate. This proves the Debtor's inability and unwillingness to act in a manner required to protect the interests of her creditors, including the Creditor, Ms. Lopez says. Therefore, the Creditor seeks the appointment of a trustee, as Debtor's inaction evidence that she is not the appropriate fiduciary to oversee her estate for the benefit of creditors. Elena Delgadillo filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-90500) on June 9, 2016, and is represented by David C. Johnston, Esq. EMMAUS LIFE: Gets Notice of FDA PDUFA Date for L-Glutamine ---------------------------------------------------------- Emmaus Life Sciences, Inc., announced that the U.S. Food and Drug Administration has set a PDUFA date of July 7, 2017, for a decision on the Company's New Drug Application for its orally-administered pharmaceutical grade L-glutamine (PGLG) product for the treatment for sickle cell disease. The company also announced it will present data from a subgroup analysis of its Phase 3 clinical trial with PGLG treatment at the 58th American Society of Hematology Annual Meeting & Exposition in San Diego, CA. "Notification of the PDUFA date brings us one step closer to providing healthcare providers and patients with a new treatment option for sickle cell disease," said Yutaka Niihara, MD, MPH, chairman and chief executive officer of Emmaus Life Sciences. "There is a scarcity of therapies for this debilitating condition and we look forward to working closely with the agency over the coming months as it reviews our new drug application." If approved by the FDA, PGLG could be the first FDA-approved treatment for pediatric patients with sickle cell disease, and the first new treatment in nearly 20 years for adult patients. Emmaus' PGLG therapy has received Orphan Drug designation in the U.S., Orphan Medicinal Product designation in the EU and Fast Track designation from the FDA. Emmaus also plans to submit a marketing authorization application to the European Medicines Agency. Poster Presentation at ASH Annual Meeting Title: Phase 3 Study of L-Glutamine Therapy in Sickle Cell Anemia and Sickle ß0-Thalassemia Subgroup Analyses Show Consistent Clinical Improvement (Abstract #1318) Session Name: 114. Hemoglobinopathies, Excluding Thalassemia—Clinical: Poster I Session Date: Saturday, December 3, 2016 Session Time: 5:30—7:30 PM PT The poster presents data on the rate of sickle cell crises (SCCs) with PGLG treatment vs. placebo over a 48-week period within the patient subgroups of age (age 5 to 18 years, and age >18 years), gender and hydroxyurea use (specifically patients who received hydroxyurea treatment before and during the trial, and patients who did not). Consistent clinical improvement was seen in all subgroups. The company previously reported data from its Phase 3 sickle cell disease trial, which demonstrated a reduction in the frequency of SCCs and hospitalizations, as well as a reduction in cumulative days hospitalized, and a lower incidence of the life-threatening acute chest syndrome. The clinical trial enrolled 230 adult and pediatric patients as young as five years old, across 31 experienced sickle cell disease treatment centers in the U.S. No major adverse events were attributable to the treatment. About Sickle Cell Disease Sickle Cell Disease is an inherited blood disorder characterized by the production of an altered form of hemoglobin which polymerizes and becomes fibrous, causing red blood cells to become rigid and change form so that they appear sickle shaped instead of soft and rounded. Patients with Sickle Cell Disease suffer from debilitating episodes of sickle cell crises, which occur when the rigid, adhesive and inflexible red blood cells occlude blood vessels. Sickle cell crises cause excruciating pain as a result of insufficient oxygen being delivered to tissue, referred to as tissue ischemia, and inflammation. These events may lead to organ damage, stroke, pulmonary complications, skin ulceration, infection and a variety of other adverse outcomes. Sickle Cell Disease is an orphan disease, affecting approximately 100,000 patients in the U.S. and millions worldwide with significant unmet medical needs. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $12.7 million on $590,114 of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.8 million on $500,679 of net revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Emmaus Life had $21.56 million in total assets, $30.84 million in total liabilities and a total stockholders' deficit of $9.28 million. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. ENERGY FUTURE: E-Side Plan Hearings Moved to February ----------------------------------------------------- The American Bankruptcy Institute, citing Tom Hals of Reuters, reported that Energy Future Holdings Corp will start hearings in February 2017 to confirm its Chapter 11 bankruptcy exit plan and its proposed sale of its power lines business to NextEra Energy Inc for $18.6 billion, a judge said on Dec. 1, 2016. According to Reuters, the Plan confirmation hearings had been scheduled to begin on December 1, but were postponed after the U.S. 3rd Circuit Court of Appeals ruled last month that the company owed holders of its first-lien and second-lien notes about $800 million more than anticipated. The Debtors, on December 1, filed a fifth amended joint plan of reorganization for the EFH and EFIH Debtors, to reflect the following key changes: (1) Deletion of Makewhole Condition Precedent. The condition precedent to consummation of the Plan requiring the EFIH First Lien Makewhole Claims and EFIH Second Lien Makewhole Claims to be Disallowed Makewhole Claims is eliminated. (2) Limited Liens for the Benefit of the EFIH First Lien Trustee and EFIH Second Lien Trustee. The EFIH First Lien Notes Trustee and EFIH Second Lien Notes Trustee will be granted Liens on the EFH/EFIH Distribution Account, up to the asserted amount of their respective Makewhole Claims. These Liens will survive for the benefit of the respective Indenture Trustee until such time their respective Makewhole Claim has either been (a) Allowed, and paid in full, in Cash from the EFH/EFIH Distribution Account or (b) disallowed by Final Order. The Lien will not extend to the value of any EFH cash included in the EFH/EFIH Distribution Account. (3) Elimination of Class B6 "Top Up." As set forth in Article VI.A. of the Plan, recoveries to Holders of Allowed Class B6 Claims may be reduced to first satisfy any Allowed EFIH First Lien Makewhole Claims or EFIH Second Lien Makewhole Claims. (4) Satisfaction of Allowed Makewhole Claims. Any Allowed EFIH First Lien Makewhole Claims or Allowed EFIH Second Lien Makewhole Claims will be satisfied from the EFH/EFIH Distribution Account. Under the Fifth Amended Plan, holders of Class B6 Claims - General Unsecured Claims Against the EFIH Debtors will receive its Pro Rata share of the EFIH Unsecured Creditor Recovery Pool. Any Class B6 Claim derived from or based upon the EFIH First Lien Notes or EFIH Second Lien Notes will be Allowed if and to the extent the Claim would be an Allowed Class B3 Claim under the Plan or an Allowed Class B4 Claim under the EFIH Second Lien Note Claims, if the terms EFIH First Lien Note Claims and EFIH Second Lien Note Claims, as applicable, were defined to include Unsecured Claims derived from or based upon the EFIH First Lien Notes or EFIH Second Lien Notes, as applicable. Reuters noted that the modified plan essentially shifted the cost of last month's appeals court ruling to holders of junior unsecured notes, by reducing their payout by roughly $800 million. Those junior creditors argued to U.S. Bankruptcy Judge Christopher Sontchi in Wilmington, Delaware that NextEra should be on the hook for making the unanticipated payment to the first-lien and second-lien noteholders, Reuters related. If the Florida power company did not want to pay, then it should drop its merger plan, their lawyer argued, the report further related. According to Reuters, the unsecured noteholders also asked the judge for a six-week "time out" in the case, saying they are entitled to a short window to explore a potentially better alternative. Judge Sontchi, however, rejected their proposed schedule, saying it was important to move the two-and-a-half year case along or risk losing the NextEra deal, Reuters related. A red-lined version of the Fifth Amended Disclosure Statement dated Dec. 1, 2016, is available at: http://bankrupt.com/misc/deb14-10979-10294.pdf About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for The second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' reorganization plan, which contemplated a tax-free spin of the company's competitive businesses, including Luminant and TXU Energy, and the $20 billion sale of its holdings in non-debtor electricity transaction unit Oncor Electric Delivery Co. to a consortium of investors. But the Plan became null and void after certain first lien creditors notified the occurrence of a "plan support termination event." The Debtors filed a new plan of reorganization on May 1, 2016, as subsequently amended. The new Chapter 11 plan features alternative options for dealing with the Company's stake in electricity transmission unit Oncor. On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Sept. 21, 2016, the Debtors filed the E-Side Plan and the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors and EFIH Debtors (the "E-Side Debtors"). ESSAR STEEL: Exclusive Plan Filing Period Extended Until May 4 -------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods within which only Essar Steel Minnesota LLC and ESML Holdings Inc. may file a chapter 11 plan and solicit acceptances to their plan, through May 4, 2017 and July 5, 2017, respectively The Troubled Company Reporter had earlier reported that the Debtors sought exclusivity extension telling the Court that they have begun to make headway in preserving their essential mineral rights -- a key foundation for their reorganization. The Debtors told the Court that they have filed a motion seeking approval of amendments agreed upon by lessors of certain mineral leases, collectively known as Langdon-Warren. The Debtors further told the Court that the amendments will become effective only if the Debtors confirm and consummate a chapter 11 plan by June 30, 2017. In connection with the amendments, Langdon-Warren has agreed to give the Debtors until June 30, 2017 to assume their leases. By locking up their rights with Langdon-Warren, the Debtors expect other lessors will follow suit and permit the Debtors until June 30, 2017 to develop and consummate a plan. About Essar Steel Minnesota LLC. Essar Steel Minnesota LLC and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. The bankruptcy petition was signed by Madhu Vuppuluri, president and chief executive officer. The Debtors are represented by Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. The cases are assigned to Judge Brendan Linehan Shannon. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debts at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debts at $1 billion to $10 billion. Andrew Vara, acting U.S. trustee for Region 3, on July 20 appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee hired Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. David MacGreevey, at Zolfo Cooper, LLC., to serve as financial advisor. Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware counsel. FAIRPOINT COMMUNICATIONS: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------------------ S&P Global Ratings said that it placed its 'B' corporate credit rating on Charlotte, N.C.-based FairPoint Communications Inc. on CreditWatch with positive implications. At the same time, S&P placed the 'B' issue-level rating on the company's 8.75% senior secured notes on CreditWatch positive. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful (50%-70%; at the upper half of the range) recovery of principal in the event of payment default. S&P expects that FairPoint's $75 million senior secured revolving credit facility due 2018 and $640 million first-lien term loan due 2019 ($617 million outstanding) will be repaid when the transaction closes because there is a change of control provision in the credit agreement. As a result, S&P is not placing its ratings on the credit facility and term loan on CreditWatch positive. "The CreditWatch placement follows FairPoint's announcement that it will be acquired by Consolidated Communications Holdings Inc. for about $1.5 billion in an all-stock transaction, including the assumption of debt. We expect the transaction to close in the middle of 2017," said S&P Global Ratings' credit analyst Scott Tan. Although S&P expects that FairPoint will refinance its 8.75% senior secured notes, the positive CreditWatch placement is based on S&P's view that some of the notes could be outstanding after transaction closes. S&P believes that a one-notch upgrade is likely and expect to resolve the CreditWatch placement when the transaction closes in the mid-2017. FERGUSON CONVALESCENT: Still Faces Financial Concerns, PCO Says --------------------------------------------------------------- Deborah L. Fish, the Patient Care Ombudsman for Ferguson Convalescent Home, Inc., has filed a seventh report for the period of September 22, 2016 to November 22, 2016. The PCO says the Debtor has maintained all of its services and is delivering similar quality care to essentially the same patient population as it did pre-petition. There are no changes in security since the Last Report. The administration and staff confirmed that the Debtor is continuing to receive all of its necessary supplies without any interruptions in service. The PCO, however, said financial concerns continue to be addressed by the Debtor. While the Debtor has made some efforts to increase the census, those efforts have yet to result in a census increase. Moreover, the Debtor continues to struggle on a monthly basis to meet its financial obligations but has been able to make its ongoing monthly payments, the PCO says. The Debtor had an issue with its Medicaid reimbursement which it has resolved. Additionally, the Debtor's Medicare payments were behind due to a change in billing and those should be caught up by the end of the month. A full-text copy of the PCO Report is available at: http://bankrupt.com/misc/mieb16-30397-118.pdf About Ferguson Convalescent Ferguson Convalescent Home, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16-30397) on Feb. 24, 2016. The cases are pending before the Honorable Daniel S. Opperman. The Debtor is represented by Martin W. Hable, Esq., in Lapeer, Mich. The Debtor is a privately owned and licensed long term skilled nursing facility located at 239 S. Main St., Lapeer, Mich. It consists of 87 licensed beds, located within a leased facility. The Debtor currently has 54 residents and employs nearly 100 full and part-time employees. FIRED UP: TAGeX's Auction of Personal Property Approved ------------------------------------------------------- Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Fired Up, Inc.'s the sale of personal property located at its closed locations at an auction to be conducted by TAGeX, pursuant to the terms and conditions and the compensation scheme. A copy of the compensation scheme attached to the Order is available for free at: http://bankrupt.com/misc/Fired_Up_268_Order.pdf A hearing on the Motion was held on Dec. 1, 2016. The sales will be free and clear of liens, claims and encumbrances The Order will apply to the specific sale described in the compensation scheme and all future sales on substantially the same terms. TAGeX is authorized to conduct multiple auctions and receive payment without further order of the Court pursuant to the compensation scheme. On Sept. 13, 2016, Colorado Department of Revenue ("Department") filed proof of claim no. 62-1 in the amount of $10,128 for December 2015 sales taxes owed to the Department by the Debtor. The unpaid sales taxes are secured by a first and prior lien pursuant to Section 39-26-117(1)(a), C.R.S., on all goods and business fixtures owned or used by the Debtor. The Debtor does not contest the Department's proof of claim or the extent, validity, priority or enforceability of the Department's first and prior statutory lien which secures the Debtor's unpaid sales tax obligations to the Department. The Department previously objected to the Debtor's proposed sale of property subject to the Department's lien. The Department has also informally objected to the proposed liquidation of the Debtor's goods and business fixtures without providing for payment of the Department's claim secured by the statutory first and prior lien. To resolve the Department's objections, the Debtor agrees within 10 days of receipt of the net proceeds from the sale of the Debtor's goods and business fixtures, the Debtor will remit the amount of $10,128 in certified funds to the Department, c/o Donald Olivet, 1375 Sherman Street, Room 504, Denver, Colorado. This payment will be without prejudice to the Department's right to claim any additional amounts the Debtor may owe or that may become owing to the Department in accordance with the provisions of the Bankruptcy Code. The Debtor will segregate the proceeds from these sales pending further order of the Court. The 14-day stay of Federal Rule of Bankruptcy Procedure 6004(h) is waived. About Fired Up, Inc. Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin, Texas. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The Debtor disclosed $10,360,877 in assets and $36,139,375 in liabilities. The Debtor is represented by Barbara M. Barron, Esq. and Lynn Saarinen, Esq. at Barron & Newburger, P.C., in Austin. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and FTI Consulting, Inc., as its financial advisor. FORT WALKER: Plan Filing Deadline Extended Until February 12 ------------------------------------------------------------ Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended the exclusive periods within which only Fort Walker Holdings, LLC may file its Plan of Reorganization until Feb. 12, 2017, and may procure acceptance of its Plan until April 10, 2017. The Troubled Company Reporter had earlier reported that the Debtor sought an extension of its exclusive periods since it was still marketing its real property, a residence in Hilton Head, South Carolina. The Debtor contended that the sale of the property will significantly affect the direction of its case. About Fort Walker Holdings Fort Walker Holdings LLC, based in Pittsburg, Pa., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-22609) on July 14, 2016. The petition was signed by William E. Connolly, principal. The Hon. Gregory L. Taddonio presides over the case. Robert O. Lamp, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor employs Carolina Realty Group as real estate broker. 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 Fort Walker Holdings LLC. FOUNTAINS OF BOYNTON: Has Until January 5 to Solicit Plan Votes --------------------------------------------------------------- Judge Erik K. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusive period within which Fountains of Boynton Associates, Ltd. may solicit acceptances for its filed plan of reorganization through and including January 5, 2017. The Troubled Company Reporter had earlier reported that the Debtor filed a plan of reorganization and disclosure statement on May 5, 2016. By prior Court Order, the Solicitation Period was extended in order for the Debtor to negotiate the terms of a consensual plan or structured dismissal with its largest creditor, Hanover Acquisition 3, LLC. The Debtor further related that the parties had reached an agreement in principle to resolve the case and are finalizing a written settlement agreement, which the Debtor anticipated presenting to the Court shortly. About Fountains of Boynton Associates Fountains of Boynton Associates, Ltd., based in Boynton Beach, Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The petition was signed by John B. Kennelly, manager. The Debtor considers itself a "single asset real estate". The Hon. Erik P. Kimball oversees the case. The Debtor disclosed total assets of $71,421,648 and total liabilities of $53,672,029 at the time of filing. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. 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 Fountains of Boynton Associates, Ltd. GARDEN GATE: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Garden Gate Apartments, LLC 1608 Rhodes Lane Griffin, GA 30224 Case No.: 16-12455 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: Frank G. Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 1117 Perimeter Center West, Suite W212 Atlanta, GA 30338 Tel: (404) 262-7373 Fax: (404) 262-9911 E-mail: fnason@lcenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mike Kohn, manager, STOWA Member, LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb16-12455.pdf GAWKER MEDIA: Asks Court to Move Plan Filing Period to February 5 ----------------------------------------------------------------- Gawker Media LLC and its affiliated Debtors request from the U.S. Bankruptcy Court for the Southern District of New York for an additional 60-day extension of their exclusive periods, to file a chapter 11 plan and solicit acceptances of such plan. Specifically, the Debtors request that the exclusive filing period be extended through: (a) February 5, 2017 with respect to Gawker Media, LLC, and (b) February 7, 2017 with respect to Gawker Media Group, Inc., and Gawker Hungary Kft. The Debtors further request that the exclusive solicitation period be extended through: (a) April 6, 2017 with respect to Gawker Media, LLC, and (b) April 8, 2017 with respect to Gawker Media Group, Inc., and Gawker Hungary Kft. The Debtors relate that following an extensive marketing and bidding process approved by the Court, the Debtors held an auction for the sale of substantially all of their assets on August 16, 2016. At the conclusion of the auction, the Debtors, in consultation with the Committee, designated the bid from UniModa, LLC, as the successful bid. The Court authorized the sale of the Assets to UniModa, LLC, which was closed on September 9, 2016. The Debtors further relate that they have filed a disclosure statement on September 30, 2016 for their joint chapter 11 plan of liquidation, which was subsequently approved by the Court on November 4, 2016, and a confirmation hearing in respect of the Plan has been scheduled to begin on December 13, 2016. Although the Debtors seek to confirm the Plan and make Plan distributions before the end of 2016, the Debtors may need to formulate an entirely new plan of liquidation should the Court deny confirmation of the Plan. The Debtors tell the Court that integral to the Plan are several settlements which resolve complex litigation and intercompany allocation issues. Should the Court deny confirmation of the Plan, the Debtors may need to review and possibly re-negotiate some or all of these settlements. In that scenario, the Debtors would benefit from having additional time to consider a new plan and confer with the Committee on the proposed plan treatment of claims against the Debtors. The Court will conduct a hearing on the Debtors' Exclusivity Extension request on December 15, 2016 at 10:00 a.m. Any responses to the Motion are due on December 12, 2016. Meanwhile, former major league pitcher and baseball analyst Mitch Williams has urged a New York bankruptcy judge to keep alive a $50 million defamation claim against Gawker Media LLC, saying that to rule otherwise would effectively kill his planned state court appeal. According to a report by Y. Peter Kang, writing for Bankruptcy Law360, Williams filed a suit accusing Gawker of defaming him in a series of Deadspin.com articles discussing his ejection from his son's little league game. That suit was tossed by a New Jersey judge in June this year. About Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc. serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Mr. Denton filed for personal bankruptcy on August 1, 2016, to protect himself from the legal judgment awarded to Hulk Hogan in an invasion-of-privacy lawsuit. The U.S. trustee for Region 2 on June 24, 2016, appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. GLYECO INC: Files Copy of Slide Presentation with SEC ----------------------------------------------------- GlyEco, Inc., presented on Dec. 2, 2016, a slide presentation at the Company's 2016 annual meeting of stockholders. The slide presentation provides an overview of the Company's operations, a copy of which is available for free at https://is.gd/c8T0Qq About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyEco reported a net loss available to common shareholders of $12.5 million on $7.36 million of net sales for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014. As of 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. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has had recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2015, and has an accumulated deficit of $34,550,503 as of Dec. 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. GO YE VILLAGE: Disclosures Conditionally OK'd; Hearing on Jan. 18 ----------------------------------------------------------------- The Hon. Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern District of Oklahoma has conditionally approved Go Ye Village, Inc.'s disclosure statement for the Debtor's amended plan of reorganization filed on Nov. 8, 2016. The Court will hold a hearing to consider the entry of further orders regarding the Disclosure Statement and scheduling of the confirmation process for Jan. 18, 2017, at 9:00 a.m. About Go Ye Village, Inc. Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Sam G. Bratton, II, Esq., at Doerner, Saunders, Daniel & Anderson, LLP, serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. The U.S. Trustee has appointed a patient care ombudsman in the Debtors' bankruptcy case. The U.S. Trustee for Region 20 on June 16, 2016, filed an amended notice of appointment of Go Ye Village Inc.'s official committee of unsecured creditors. The Justice Department's bankruptcy watchdog announced that it appointed these creditors to serve on the committee: (1) Doris Barbee, (2) Russell & Mary Megee, (3) Randle & Joyce Peterson, (4) Andrew Turner, (5) Dennis W. & Ann Rives Smith, (6) Bill Young, (7) Thomas F. Henstock, (8) Van Ferguson, (9) Robert & Donna Rice, and (10) Charlotte Kerth. HEARTLAND CARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Heartland Care, Inc. dba Heartland Companions and Homemakers dba Heartland Continuing Care Center Nursing Home fdba Heartland Care of Hobbs dba Heartland Continuing Care Center fdba Heartland Care of Artesia 1604 W. 18th St. Portales, NM 88130 Case No.: 16-13005 Nature of Business: Health Care Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Judge: Hon. Robert H. Jacobvitz Debtor's Counsel: Bonnie P. Bassan, Esq. MOORE, BASSAN & BEHLES P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 Email: mbglaw@swcp.com - and - Daniel J Behles, Esq. MOORE, BASSAN & BEHLES P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 E-mail: dan@behles.com - and - George M Moore, Esq. MOORE, BASSAN & BEHLES P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 E-mail: mbglaw@swcp.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ranelle Tweedy, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb16-13005.pdf HECTOR RICARDO CARMONA: Jan. 5 Disclosure Statement Hearing ----------------------------------------------------------- Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas, on Nov 22, 2016, conditionally approved the combined Disclosure Statement and Plan of Reorganization filed by Hector Ricardo Carmona on Nov. 18, 2016. Jan. 5, 2017 at 9:00 A.M. is fixed for the hearing on confirmation of the Plan and final approval of the Disclosure Statement, which shall be conducted at the U.S Courthouse, 1300 Victoria Street, Laredo, Texas 78040. Dec. 29, 2016 is fixed as the last day for filing written acceptances or rejections of the Plan. December 29, 2016 is fixed as the last day for filing and serving written objections to confirmation of the Plan. Hector Ricardo Carmona sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-50155) on July 21, 2016. The Debtor is represented by Carl Michael Barto, Esq. HERCULES OFFSHORE: British Unit Sells 2 Rigs to Magni for $130M --------------------------------------------------------------- Hercules British Offshore Limited, a subsidiary of Hercules Offshore, Inc., on December 2, 2016, entered into a purchase and sale agreement with Magni Drilling Limited. The Buyer is purchasing from the Seller two jack-up drilling rigs named Hercules Triumph (IMO 8771320) and Hercules Resilience (IMO 8771332) in their entirety, together with everything onboard, including all broached and unbroached provisions, spare parts and equipment onboard or onshore, rig site inventory, drawings, operating manuals, maintenance records, service contracts and all other documents pertaining to them for $130 million in cash. The Purchase Agreement is expected to close on or before Jan. 10, 2017, subject to certain closing conditions. A copy of the Purchase Agreement is available at https://is.gd/1V6kHf About Hercules Offshore, Inc. Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries are providers of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. Hercules Offshore and 13 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11385 to 16-11398) on June 5, 2016. The petitions were signed by Troy L. Carson as vice president. The Debtors disclosed total assets of $1.06 billion and total debt of $521.4 million as of March 31, 2016. The Debtors have hired Michael S. Stamer, Esq., Philip C. Dublin, Esq., David H. Botter, Esq., and Kevin M. Eide, Esq., at Akin Gump Srauss Hauer & Feld LLP as general bankruptcy counsel and Robert J. Dehney, Esq., Eric D. Schwartz, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The U.S. Bankruptcy Court issued an order appointing Judge Christopher Sontchi as mediator to govern mediation procedures and assist in resolving certain objections related to confirmation of Hercules Offshore's Joint Prepackaged Chapter 11 Plan of Reorganization. On June 20, 2016, the U.S. Trustee for the District of Delaware appointed three members to the Equity Committee. The Equity Committee is represented by Hogan McDaniel and Kasowitz, Benson, Torres & Friedman LLP as co-counsel and Ducera Securities LLC as financial advisors. Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White & Case LLP and Klehr Harrison Harvey Branzburg LLP represent an ad hoc group of certain first lien lenders party to that certain credit agreement, dated as of Nov. 6, 2015, by and among Hercules Offshore, Inc., as borrower, the Subsidiary Guarantors as guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent, as creditors and parties-in-interest in the Debtors' Chapter 11 cases. On Nov. 15, 2016, the Bankruptcy Court entered an order confirming the Debtors' Modified Joint Prepackaged Chapter 11 Plan (incorporating mediation settlement). The Plan was declared effective on Dec. 2, 2016. HERCULES OFFSHORE: Liquidation Plan Declared Effective ------------------------------------------------------ Hercules Offshore, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that on Dec. 2, 2016, all applicable conditions set forth in the Debtors' Modified Joint Prepackaged Chapter 11 Plan (incorporating mediation settlement) were satisfied or waived and the effective date of the Plan of Liquidation occurred. The Company filed a Notice of Effective Date of the Plan of Liquidation with the Bankruptcy Court on Dec. 2, 2016. On Nov. 15, 2016, the Bankruptcy Court entered an order confirming the Debtors' Plan. The Company noted that its registered securities cancelled on the Plan Effective Date included all of the Company's common stock, $0.01 par value per share, as well as the Company's warrants to purchase the Common Stock exercisable on or before Nov. 8, 2021. The Common Stock and the Warrants were cancelled and extinguished on the Effective Date. The Company filed a Form 15 with the Securities and Exchange Commission for the purpose of terminating the registration of the Common Stock and the Warrants under the Securities Exchange Act of 1934, as amended. The Company will cease filing any further periodic or current reports under the Exchange Act. The Plan provides that the terms of all directors and officers of all the Debtors shall be deemed to have expired on the Effective Date. As of the Effective Date, the members of the board of directors of the Company resigned from the Board. As reported by the Troubled Company Reporter, the Plan contemplates a controlled wind down of the operations of the Debtors and certain of the Company's other domestic and foreign direct and indirect subsidiaries. Pursuant to the Plan, all equity interests in the Company are being canceled and extinguished and a liquidation trust (referred to in the Plan as the Wind Down Entity, the "Wind Down Entity") is being formed to sell, monetize or otherwise dispose of the assets of the HERO Entities. Beneficial interests in the Wind Down Entity will be distributed to former holders of common stock of the Company upon consummation of the Plan. According to a September report by Jacqueline Palank of the The Wall Street Journal Pro Bankruptcy, the Company on Sept. 15, submitted an amended debt-payment plan that offers a cash payout of $15 million to shareholders who rejected a previous plan. Depending on the success of the sales of Hercules' rigs and other assets, however, shareholder recoveries could rise as high as $138 million, the WSJ report said, citing an analysis by Hercules investment bankers at PJT Partners. A prior analysis of potential asset sale outcomes by PJT had forecast a shareholder recovery of $0 to $27 million, the report added, citing court papers. Led by distressed investor Centerbridge Partners, shareholders teamed up to oppose a plan they said would give Hercules senior lenders a "massive windfall" in the company's second chapter 11 filing in as many years, the report related. Court papers show mediation led by U.S. Bankruptcy Court Judge Christopher Sontchi produced a settlement in which lenders agreed to reduce about $546 million in claims by $32.5 million, the report further related. The deal also includes a pledge from the lenders to allow the shareholders to receive the $15 million in cash before the lenders are paid, the report said. According to the Notice of Plan Effective Date, holders of Fee Claims arising on or after the Petition Date through and including the Effective Date shall file and serve final requests for allowance and payment of such Fee Claims by no later than by no later than 45 days after the Effective Date in accordance with the Plan, or shall be forever barred from asserting such Claims against the Debtors, the Wind Down Entity, or their respective properties, and such Fee Claims shall be deemed discharged as of the Effective Date. Each holder of an Administrative Claim, other than (i) a Fee Claim, (ii) a liability incurred and payable in the ordinary course of business by the a Debtor (and not past due), or (iii) an Administrative Claim that has been Allowed on or before the Effective Date, must file with the Court and serve on the Wind Down Entity Representative and its counsel notice of such Administrative Claim within 30 days after service of notice of the Effective Date. The notice must include at a minimum (i) the name of the Debtor(s) purported to be liable for the Administrative Claim, (ii) the name of the holder of the Administrative Claim, (iii) the amount of the Administrative Claim, and (iv) the basis for the Administrative Claim. Failure to file and serve such notice timely and properly shall result in the Administrative Claim being forever barred. If the rejection or repudiation of an Executory Contract or Unexpired Lease pursuant to the Plan results in a Rejection Damage Claim, then the Rejection Damage Claim shall be forever barred and shall not be enforceable against the Debtors or the Wind Down Entity or their properties, or any of their interests in properties as agent, successor or assign, unless a proof of Claim is filed with the Claims and Noticing Agent and served upon counsel to the Debtors or the Wind Down Entity, as applicable, within 30 days after the later of (i) service of the Confirmation Order and (ii) service of notice of the effective date of rejection or repudiation of the Executory Contract or Unexpired Lease. A copy of the Debtors' Modified Joint Prepackaged Chapter 11 Plan is available at https://goo.gl/WY5Jfv A copy of the Plan Confirmation Order is available at https://goo.gl/bueqRE About Hercules Offshore, Inc. Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries are providers of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. Hercules Offshore and 13 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11385 to 16-11398) on June 5, 2016. The petitions were signed by Troy L. Carson as vice president. The Debtors listed total assets of $1.06 billion and total debt of $521.4 million as of March 31, 2016. The Debtors have hired Michael S. Stamer, Esq., Philip C. Dublin, Esq., David H. Botter, Esq., and Kevin M. Eide, Esq., at Akin Gump Srauss Hauer & Feld LLP as general bankruptcy counsel and Robert J. Dehney, Esq., Eric D. Schwartz, Esq., and Matthew B. Harvey, Esq., at Morris, Nichols, Arsht & Tunnell LLP as co-counsel. The U.S. Bankruptcy Court issued an order appointing Judge Christopher Sontchi as mediator to govern mediation procedures and assist in resolving certain objections related to confirmation of Hercules Offshore's Joint Prepackaged Chapter 11 Plan of Reorganization. On June 20, 2016, the U.S. Trustee for the District of Delaware appointed three members to the Equity Committee. The Equity Committee is represented by Hogan McDaniel and Kasowitz, Benson, Torres & Friedman LLP as co-counsel and Ducera Securities LLC as financial advisors. Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White & Case LLP and Klehr Harrison Harvey Branzburg LLP represent an ad hoc group of certain first lien lenders party to that certain credit agreement, dated as of Nov. 6, 2015, by and among Hercules Offshore, Inc., as borrower, the Subsidiary Guarantors as guarantors, the lenders party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent, as creditors and parties-in-interest in the Debtors' Chapter 11 cases. HILLCREST INC: Bond Purchase Tries To Block Plan & Disclosures OK ----------------------------------------------------------------- Bond Purchase, LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri an objection to the confirmation of Hillcrest, Inc.'s plan of reorganization and approval of the disclosure statement. As reported in the Oct. 27, 2016 edition of the TCR, the Debtor's October 2016 Plan of Reorganization and Disclosure Statement, proposed, among others, that the claim of Clay County Savings Bank be deemed an allowed secured claim (Class 1) and will be allowed for the principal amount of $503,579 plus all interest, expenses and fees incurred by the Bank which are permitted under the applicable loan documents (including, but not necessarily limited to, legal fees and costs and appraisal fees). The monthly payment will be $4,000 for principal and interest plus $1,965 escrow for taxes and insurance starting June 1, 2016. The interest rate was 6%, but will be reduced to 5.5%. The maturity date will be extended to Dec. 31, 2018 (from Dec. 31, 2016). Bond Purchase claims that: a. the Plan is ambiguous. The Debtor proposes to make interim payments to Bond Purchase in the amount of $600/month while the claim litigation is pending. In Section 3(E), the Debtor states that if Bond Purchase is deemed to have a secured claim the claim will be paid at 4% interest. However, the Plan does not provide any additional detail about the repayment proposal; b. the Plan doesn't provide for post-petition fees and interest to Bond Purchase as an oversecured creditor; c. the Plan violates Section 1129(a)(1) and 1129(a)(2). The Debtor states in the proposed treatment for Bond Purchase in Class 3 that Debtor has objected to the validity of Bond Purchase's lien in the real property. While Debtor has made this statement on multiple occasions, as of this filing, no formal adversary case has been commenced. Rather, the Debtor included only one paragraph in its objection to Bond Purchase's claim that raised an issue over lien perfection. The Debtor has, to date, not filed a formal adversary challenging the perfection of Bond Purchase's lien. The Debtor is improperly trying to circumvent the procedures and requirements of the Bankruptcy Code and Rules by trying to avoid Bond Purchase's lien without a formal adversary proceeding; d. the Plan is not feasible under Section 1129(a)(11). The Debtor proposes that both creditors' claims be paid in full at maturity in Dec. 31, 2018, via either refinancing or liquidation. However, Debtor provides no analysis or discussion of how a refinancing is realistic or feasible. Likewise, Debtor's projections reveal a scant $3,000 per year for "repairs," which could hinder the Debtor's ability to keep the shopping center in good repair and could diminish the realistic prospect of completely a refinancing in 2018; e. the Plan violates 1129(a)(3) and 1129(b). The Debtor proposes to pay Bond Purchase 4% if the claim is secured or 0% if the claim is unsecured. Since the owner of the Debtor is proposing to retain his equity ownership and since the Debtor's own statement of value show net equity, paying 0% interest on unsecured claims is not fair and equitable. Also, the Plan and Disclosure Statement contain no detail or analysis for why 4% interest on a secured claim is fair, reasonable or equitable; and f. the Debtor should clarify that Section 6.1 of the Plan is not intended to provide a release to non-debtor Guarantor Randall Robb. Section 6.1 of the Plan contains very broad language stating that parties cannot commence or continue any actions that could interfere with the implementation or consummation of the Plan. While 6.1 does not expressly seek a release of Randall Robb as the owner and guarantor of Bond Purchase's claim, in an abundance of caution Bond Purchase requests that the Debtor clarify that the language in Section 6.1 is not intended to operate as a release of guarantor Randall Robb and is not intended to act as any type of prohibition on Bond Purchase from pursuing guarantor Randall Robb. The Objection is available at https://is.gd/rafieJ Bond Purchase is represented by: Jeffrey A. Deines, Esq. LENTZ CLARK DEINES PA 9260 Glenwood Overland Park, KS 66212 Tel: (913) 648-0600 Fax: (913) 648-0664 E-mail: jdeines@lcdlaw.com About Hillcrest Inc. Hillcrest Inc. first owned the Hillcrest Mobile Home Park in Liberty, Missouri. The mobile home park was sold and the proceeds use to purchase the strip center located at 6801-6833 North Oak Trafficway, Gladstone, Missouri, which it currently owns and operates. Hillcrest sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40054) on Jan. 12, 2016. The Debtor estimated less than $50,000 in assets and debt. Randall L. Robb is the President and Secretary of the Debtor, which are the only offices filled. He has sole control of the Debtor. HILLSBOROUGH RIVER: Disclosures Conditionally OK'd; Jan. 5 Hearing ------------------------------------------------------------------ The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Hillsborough River Pharmacy, Inc.'s disclosure statement filed on Nov. 18, 2016, referring to the Debtor's plan of reorganization. The Court will conduct a hearing on Jan. 5, 2017, at 10:30 a.m. to consider the confirmation of the Plan. Any written objections to the Disclosure Statement and objections to the confirmation of the Plan must be filed no later than seven days prior to the Confirmation Hearing. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the Confirmation Hearing. The Debtor will file a ballot tabulation no later than three days before the Confirmation Hearing. All creditors and parties-in-interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor must file motions or applications for the allowance of the claims with the Court no later than 14 days after the entry of Nov. 21, 2016 court order. Three days prior to the Confirmation Hearing, the Debtor will file a confirmation affidavit which will contain the factual basis upon which the Debtor relies in establishing that each of the requirements of Bankruptcy Code Section 1129 are met. A small business debtor has a 45-day deadline to obtain plan confirmation. The time for obtaining confirmation in this case is set to expire on Jan. 2, 2017. The Court extended the time period for the Debtor to obtain confirmation, through and including Jan. 5, 2016. Hillsborough River Pharmacy, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-06579) on July 30, 2016, listing under $100,000 in assets and under $1,000,000 in liabilities. HORSHAM VALLEY GOLF: Plan Filing Deadline Moved Through January 2 ----------------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania extended Horsham Valley Golf Club's exclusive period to file a plan of reorganization through January 2, 2017, and its exclusive period to solicit acceptances of such plan through March 3, 2017. The Troubled Company Reporter had earlier reported that the Debtor asked the Court for exclusivity extension believing that the requested extension will afford it the time required to finalize the sale of seven real property lots in the Final Subdivision Plans for Horsham Valley Estates located in Horsham, Pennsylvania, and, allow it to move forward with a plan that provides for the maximum return to its creditors. The Debtor related that it was prevented from selling the Lots because of the combined effect of: (a) Quiet Title Action styled "Royal Bank America v. Horsham Valley Golf Club, et al., No. 2016-06883", and (b) lis pendens which includes a judgment amount of $1,567,006 against the Debtor in Case No. 2016-07311, entitled "Royal Bank America v. Horsham Valley Golf Club, et al.," that are pending in the Court of Common Pleas of Montgomery County, Pennsylvania. The Debtor related that it had expended its time and efforts to adequately market and sell its Lots while attempting to negotiate with various creditors or creditor groups with the goal of proposing and seeking confirmation of a consensual plan of reorganization. In addition, the Debtor had been exploring options to recover obligations owed to it by Chesapeake Bay Golf Club LP and Chesapeake Bay Golf Club West LP, its co-obligors of the HRC debt, as the Debtor moves forward with selling and maximizing the value of the Lots. About Horsham Valley Horsham Valley Golf Club sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-14764) on July 5, 2016. The petition was signed by Harry C. Barbin, III, partner. The case is assigned to Judge Eric L. Frank. At the time of the filing, the Debtor estimated assets and liabilities at $1 million to $10 million each. The Debtor is represented by David B. Smith, Esq. at Smith Kane Holman, LLC. The Debtor employs Long & Foster Real Estate, Inc. as listing agent/broker. The Debtor listed HRC LLC as its largest unsecured creditor holding an unknown amount of claim. HPA NORTHRIDGE: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: HPA Northridge, LLC 351 E. 84th St. #25B New York, NY 10028 Case No.: 16-13376 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtor's Counsel: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 800 Third Avenue, 11th Floor New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 E-mail: mfrankel@bfklaw.com Total Assets: $4.27 million Total Liabilities: $2.64 million The petition was signed by Joel I. Beeler, manager. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-13376.pdf IMPLANT SCIENCES: Letter of Intent to Acquire Zapata Terminated --------------------------------------------------------------- Implant Sciences Corporation disclosed in a regulatory filing with the Securities and Exchange Commission that on Nov. 21, 2016, the Letter of Intent, dated July 18, 2016, between the Company and Zapata Industries SAS was terminated. The Company disputes any payment obligations it may have to Zapata in connection with the LOI or the termination thereof. On July 18, 2016, the Company entered into the LOI with Zapata, pursuant to which the Company intends to acquire all the issued and outstanding shares of Zapata, or all of Zapata's business, excluding inventory -- with the the Company having the right to purchase all or a portion of the inventory of Zapata at cost -- in exchange for (i) a number of shares of our common stock, par value $0.001 per share, equal to 60% of the total issued and outstanding shares of Common Stock on a fully-diluted basis -- treating any preferred stock on an as converted basis and any warrants on an as exercised basis -- (ii) $15,000,000 in cash and (iii) warrants to purchase 50,657,984 shares of Common Stock at an exercise price of $1.50 per share with a four-year term. Meanwhile, the Company on October 10, 2016, entered into an asset purchase agreement to sell its explosives trace detection assets to L-3 Communications Corporation for $117.5 million in cash, plus the assumption of specified liabilities, subject to adjustment. In connection with the L-3 sale, on October 10, 2016, Implant Sciences and its subsidiaries IMX Acquisition Corp., C Acquisition Corp. and Accurel Systems International Corp. filed voluntary relief petitions under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. 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. Its affiliates, Implant Sciences, C Acquisition Corp. and Accurel Systems International Corp. also sought Chapter 11 protection. The cases are assigned to Judge Brendan Linehan Shannon. IMX estimated assets and liabilities in the range of $100 million to $500 million. The Debtors tapped Paul V. Shalhoub, Esq. and Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie Farr & Gallagher, LLP as counsel. The petitions were 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. 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. The Equity Committee tapped FTI Consulting, Inc. as financial advisor. 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. INNOVATIVE CONSTRUCTION: M. Mansour Objects to Disclosure Statement ------------------------------------------------------------------- Michael T. Mansour objects to the approval of Innovative Construction, Inc.'s amended disclosure statement and its accompanying plan of reorganization, dated Sept. 19, 2016. Mansour complains that the Disclosure Statement provided regarding the plan is so deficient and inaccurate that the Court should require major supplementation before permitting the Disclosure Statement to be disseminated to the Debtor's creditors. Among other things, the Plan and Disclosure Statement incorrectly sets forth the Creditor's claim as being secured by a second mortgage instead of property setting forth the claim as being secured by a first mortgage on the Debtor's real estate, Mansour tells the Court. Neither the Plan nor the Disclosure Statement accurately sets forth an analysis of the Debtor's Income and Expenses as it relates the Debtor's ability to generate income to support the plan, Mansour says. The Disclosure Statement also fails to provide adequate disclosure as to Debtor's future cash flow and the ability for Debtor to make payments to the creditors, Mansour adds. From the said reasons, the Creditor asks Judge Jeffery A. Deller of the U.S. Bankruptcy Court, Western District of Pennsylvania to deny the approval of the Disclosure Statement and asks for such other and further relief as is just. About Innovative Construction Innovative Construction, Inc., leases real property to Caravan II, LLC, which operates a hotel and restaurant. It also owns sand and gravel deposits. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-20088) on Jan. 12, 2016. The petition was signed by Linda Menichino, president. The Debtor is represented by Robert O. Lampl, Esq. The case is assigned to Judge Jeffery A. Deller. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. INT'L MANUFACTURING: Plan Outline Okayed, Plan Hearing on Dec. 28 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California will consider approval of the Chapter 11 plan of liquidation filed by International Manufacturing Group, Inc.'s Chapter 11 trustee at a hearing on December 28, at 10:00 a.m. The court had earlier approved the trustee's disclosure statement, allowing her to start soliciting votes from IMG creditors. The November 17 order set a December 19 deadline for creditors to cast their votes and file their objections. The plan calls for liquidation of the remaining assets of the company. The plan proposes that the liquidation and distribution of the assets continue after it is confirmed by the bankruptcy court. The Beverly Group Inc., an asset management company partly owned by the trustee, will automatically be appointed the plan administrator on the effective date of the liquidating plan unless the court changes the date of appointment. Under the plan, Class 12 general unsecured claims will be paid from the company's assets to the extent net available cash exists after the payment of or reserve for all senior claims, and from any amount deposited into the so-called "common pool trust accounts." A copy of the latest disclosure statement is available for free at https://is.gd/NjeIsR About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. Mr. Wannakuwatte initiated his personal Chapter 11 case on May 30, 2014. Hank Spacone was appointed as trustee for Wannakuwatte's Chapter 11 estate. Betsy Kathryn Wannakuwatte and Sarah Kathryn Wannakuwatte also have pending Chapter 7 cases. Mr. Wannakuwatte also submitted a Chapter 11 bankruptcy petition for IMG on May 30, 2014 (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento. The case is assigned to Judge Robert S. Bardwil. The Debtor tapped Marc A. Caraska, in Sacramento, as counsel. In June 2014, Beverly N. McFarland was appointed as Chapter 11 trustee for IMG. She tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as Her special litigation counsel; Gabrielson & Company as accountant; and Karen Rushing as bookkeeper outside the ordinary course of business. The U.S. Trustee for Region 7 appointed a three-member unsecured creditors panel in IMG's case comprising of Byron Younger, Janine Jones, and Steve Whitesides. JACK HARRY GRANT: Plan Confirmation Hearing on Jan. 6 ----------------------------------------------------- Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington, Seattle Division, approved Jack Harry Grant's amended disclosure statement and accompanying amended plan of reorganization. Dec. 30, 2016 is fixed as the last day for filing written acceptances or rejections of the Plan. Dec. 30, 2016 is fixed as the last day for filing and serving written objections to confirmation of the Plan. Jan. 6, 2017 is fixed for the hearing on confirmation of the Plan. Jack Harry Grant filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 16-13921) on July 28, 2016, and is represented by Masafumi Iwama, Esq., at Iwama Law Firm. JEFFREY L. MILLER: Hires Buddy Ford as Bankruptcy Counsel --------------------------------------------------------- Jeffrey L. Miller Investments, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Buddy D. Ford, P.A. as attorney to the Debtor. Jeffrey L. Miller requires Ford to: a. analyze the financial situation, and render advice and assist to the Debtor in determining whether to file a petition under Title 11, U.S. Code; b. advise the Debtor with regard to the powers and duties of the Debtor and as Debtor-in-Possession in the continued operation of the business and management of the property of the esate; c. prepare and file the petition, schedules of assets and liabilities, statements of affairs, and other documents required by the Court; d. represent the Debtor at the Section 341 Creditors' meeting; e. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in-Possession in the continued operation of its business and management of its property; f. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustees Operating Guidelines and Reporting Requirements and with the rules of the court; g. prepare on behalf of the Debtor, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protect the interest of the Debtor in all matters pending before the Court; i. represent the Debtor in negotiation with its creditors in the preparation of Chapter 11 Plan; and j. perform all other legal services for the Debtor as Debtor- in-Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ this attorney for such professional services. Ford will be paid at these hourly rates: Buddy D. Ford $425 Senior Associate $375 Associate $300 Senor Paralegal $150 Junior Paralegal $100 Prior to the commencement of the bankruptcy case, Debtor paid Ford an advance fee of $22,000. Ford will also be reimbursed for reasonable out-of-pocket expenses incurred. Buddy D. Ford, member of Buddy D. Ford, 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. Ford can be reached at: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com About Jeffrey L. Miller Investments Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on November 23, 2016. Buddy D Ford, Esq., at Buddy D Ford, P.A., as bankruptcy counsel. In its petition, the Debtor estimated $6.54 million in assets and $4.18 million in liabilities. The petition was signed by Jeffrey L. Miller, president. JENNIFER MARIE PRICE: Hearing on Disclosures Set For Dec. 19 ------------------------------------------------------------ A hearing to consider the approval of Jennifer Price's second amended disclosure statement referring to her plan of reorganization will be held on Dec. 19, 2016, at 1:30 p.m. Jennifer Marie Price filed for Chapter 11 bankruptcy protection (Bankr. D. Idaho Case No. 16-00118) on Feb. 3, 2016. The Debtor is represented by: Joseph M. Meier, Esq. COSHO HUMPHREY, LLP 1501 S. Tyrell Lane BOISE, ID 83706 P.O. Box 9518 Boise, ID 83707-9518 Tel: (208) 344-7811 Fax: (208) 338-3290 JOSEPH HEATH: Sale of Alexandria Property for $601K Approved ------------------------------------------------------------ Judge of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Joseph F. Heath to sell real property located at 1905 Joliette Court, Alexandria, Fairfax County, Virginia, to Kenneth and Michelle Mitchell for $601,000. The Debtor is authorized and directed to distribute/pay the sale proceeds as follows: a. Real estate commission not to exceed 6% of the sale price to the Buyer's agent, Keller Williams, Capital Properties; b. Ordinary and necessary costs of closing, including recordation fees; c. Any real property taxes owed to the County of Fairfax; and d. The secured claim of CitiBank. The remaining proceeds of the sale, after payment of the above, are free and clear of all liens and claims, but will remain subject to the Federal Tax Liens of the IRS. The surplus funds will be held by the settlement agent, ATG Properties, pending further order of the Court. The matter is continued to Jan. 17, 2017 at 11:00 a.m. for further proceedings, including distributions of the surplus funds to the United States. About Joseph F. Heath Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the range of $0 to $50,000 and $100,001 to $500,000 in debt. The Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett A. Brown, as counsel. KEY ENERGY: Court Confirms Prepackaged Ch. 11 Plan -------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on December 6, 2016, issued an order approving the disclosure statement and confirming the joint prepackaged Chapter 11 plan of reorganization of Key Energy Services, Inc., and its debtor affiliates. "The presentation of the consensual hearing is the result of an enormous amount of efforts, and I commend the parties and express my appreciation for that," Judge Shannon said at the December 6 hearing, Sarah Chaney of The Wall Street Journal Pro Bankruptcy related. Under the Joint Plan, Class 6 General Unsecured Claims are unimpaired and will recover 100%. Each Holder of an allowed General Unsecured Claim will receive one of the following treatments (i) on account and in full satisfaction of its Allowed General Unsecured Claim (A) cash in the amount of its Allowed General Unsecured Claim (1) on the Effective Date or as soon thereafter as is reasonably practicable (to the extent not previously paid as authorized by the Court during the Chapter 11 Cases), or (2) on the date that the Allowed General Unsecured Claim becomes due and owing in the ordinary course of the Debtors' business, if after the Effective Date, or (B) other less favorable treatment as may be agreed upon by the holder thereof, the applicable Debtor(s) and the required consenting noteholders, or (ii) other treatment as may be required to allow the General Unsecured Claim to be paid in the ordinary course of business after the Effective Date of the Chapter 11 cases. The Restructuring will, among other things, substantially deleverage the Key Energy's balance sheet by (i) paying down the term loan claims in part in cash and replacing the existing term loan facility with a New term loan facility in the principal amount of $250 million and (ii) converting $675 million principal amount of senior notes into 100% of the reorganized key common stock, prior to dilution. The Company also plans to enter into a new ABL credit facility that will replace the existing ABL credit facility and replace or backstop all existing undrawn letters of credit issued. The Company is planning to fund the restructuring in large part with $85 million in proceeds from a fully-backstopped primary rights offering (and, potentially, up to $25 million in proceeds from the fully-backstopped incremental liquidity rights offering) being offered concurrently with the Solicitation to qualifying holders of senior notes and qualifying holders of existing key common stock. The deleveraging under the restructuring will reduce the Company's total funded indebtedness (including interest) by over 70% and will provide the Company with long-term financing and access to capital upon emergence to enable the Company to support its ongoing business needs upon the Debtors' emergence from the Chapter 11 cases. Unpaid Wage Claimants Object to Plan Unapid wage claimants Paul Grillo and Manuel Zaragoza objected to the confirmation of the Plan, complaining that the pre-petition "prepackaged" solicitation of ballots and the Debtors' conclusion that the Plan has sufficient creditor support to be approved insofar as the Plan appears to leave the Unpaid Wage Claimants at risk of impairment, the Unpaid Wage Litigation is not properly classified or otherwise provided for, and the consent of the Unpaid Wage Claimants to the Plan was not solicited (and would have been refused in the present state of unclarity as to their treatment). According to the Unpaid Wage Claimants, Sections VII(A) and Section VII(B) of the Plan provide a convoluted and unclear regime for the lodging and administration of contingent claims, including a provision that some, but perhaps not all, holders of claims should not file claim forms, but no clear consequences for those who do not file claims forms but allegedly should have done so. The Unpaid Wage Claimants are representative plaintiffs in certain California state law representative actions (including both class and Private Attorneys General captioned Paul Grillo v. Key Energy Services, LLC, et al. (Lead Case No. 14-cv-00881-AB-AGR, consolidated with: Manuel Zaragoza v. Key Energy Services California Inc., et al. Case No. 14 cv-03554-AB-AGR) demanding remedies for Plaintiffs' certified class claims and claims under the Private Attorneys General Act. Objections Resolved, Overruled Key bankruptcy lawyer Jeff Bjork said the company faced 17 objections to its restructuring plan and resolved them all before the December 6 hearing, the Journal related. "By and large they were clarifying how claims and contracts would be treated under the plan," Mr. Bjork, of Sidley Austin LLP, told the Journal. "We did not receive a single note holder or equity holder objection." All objections to the Disclosure Statement and the Plan, including the Backstop Agreement, other than those resolved on record, withdrawn with prejudice, or those objections to the assumption or rejection of executory contracts and unexpired leases or the associated cure costs, are overruled. The Order is without prejudice to any rights of the Texas Comptroller of Public Accounts to funds which do not constitute property of the estate, but which may qualify as "trust funds" covered by the Texas Property Code. Any Priority Tax Claim held by the Texas Comptroller will be finally determined through an audit under non-bankruptcy law and will be satisfied by the Reorganized Debtors in equal monthly cash payments over a period not to exceed five years after the Petition Date. The Order does not impair the claims, liens or rights, if any, of the Texas Taxing Entities. Allowed Priority Tax Claims held by the Taxing Authorities will be paid in equal monthly cash payments over a period not to exceed five years after the Petition Date. The Order does not alter the terms and conditions of the insurance program with ACE American Insurance Company, except that on the effective date, the Reorganized Debtors will be substituted for the Debtors for purposes of responsibility for all of the obligations under the insurance program. As of the effective date, each surety bond and related general agreement of indemnity issued by Lexon Insurance Company immediately prior to the Petition Date will be deemed to be assumed and each Debtor party will pay all premiums and obligations due. Each of the Debtors' executory agreements with Chevron and Oracle will be deemed assumed upon entry of the Confirmation Order with the consent of Chevron. COG Operating, LLC, is deemed to have satisfied any requirement of filing a motion requesting the preservation of any purported setoff and recoupment rights under the Bankruptcy Code. Paul Grillo and Manuel Zaragoza are represented by: Christopher M. Samis, Esq. L. Katherine Good, Esq. Chantelle D. McClamb, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre, Suite 500 405 North King Street Wilmington, Delaware 19801 Tel: (302) 353-4144 E-mail: csamis@wtplaw.com kgood@wtplaw.com cmcclamb@wtplaw.com -- and -- Arnab Banerjee, Esq. Brandon Brouillette, Esq. Ruhandy Glezakos, Esq. CAPSTONE LAW APC 1875 Century Park East, Suite 1000 Los Angeles, California 90067 Tel: (310) 556-4811 Fax: (310) 943-0396 E-mail: Arnab.Banerjee@capstonelawyers.com Brandon.Brouillette@capstonelawyers.com Ruhandy.Glezakos@capstonelawyers.com About Key Energy Headquartered in Houston, Texas, Key Energy, Inc., claims to be the largest domestic onshore, rig-based well servicing contractor based on the number of rigs owned. The Company, which currently has approximately 2,900 employees, provides a full range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies including Chevron Texaco Exploration and Production. Key was organized in April 1977 and commenced operations in July 1978 under the name National Environmental Group, Inc. In December 1992, the Company's name was changed to "Key Energy Group, nc." and then was subsequently changed to "Key Energy Services, Inc." in December 1998. The Debtors own approximately 880 rigs of various sizes, approximately 2,500 trucks and similar vehicles, and thousands of pieces of other equipment related to their businesses. The Debtors also own more than 135 pieces of real estate, including, among other things, various permitted disposal wells for disposal of saltwater and other fluid byproducts. In addition, the Debtors own certain patents and other intellectual property. Each of Misr Key Energy Investments, LLC, Key Energy Services, Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code on Oct. 24, 2016 (Bankr. D. Del. Proposed Lead Case No. 16-12306). Key's other domestic and foreign subsidiaries are not part of the bankruptcy filing. As of the second quarter of 2016, the Company had approximately $1.13 billion in total assets and approximately $1 billion in aggregate funded debt. As of the date of the Petition Date, the Debtors hold approximately $29.8 million in encumbered, unrestricted cash. The Debtors currently have approximately $13.4 million of trade debt and other debt owed to general unsecured creditors, as disclosed in court papers. The Debtors have hired Sidley Austin LLP as general bankruptcy counsel; Young, Conaway, Stargatt & Taylor, LLP as Delaware counsel; PJT Partners LP as investment bankers; Alvarez and Marsal North America, LLC as financial advisors; and Epiq Bankruptcy Solutions, LLC as notice, claims, solicitation and voting agent. KEY ENERGY: Names Former Frank's Exec. as SVP & COO --------------------------------------------------- The board of directors of Key Energy Services, Inc. approved the appointment of David Brunnert to the position of the Company's Senior Vice President and Chief Operating Officer effective as of November 30, 2016. Mr. Brunnert, 49, was previously employed by Frank's International N.V. as its Sr. Vice President, Western Hemisphere from July 2015 to September 2016. Frank's International N.V. is engaged in tubular and oil and gas services worldwide. Prior to that, he served as the Chief Operating Officer for Express Energy Services from June 2013 to December 2014. Express Energy Services is a oilfield services company specializing in well construction and well testing services. From May 2009 until May 2013, Mr. Brunnert served as the Vice President-Drilling Tools and Intervention Services for Weatherford International, an international oil and natural gas service company. Mr. Brunnert has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Brunnert is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company provided Mr. Brunnert with an offer letter that set forth his eligibility to receive a base salary of $350,000 per year (pro-rated for the remainder of the 2016 year) and an annual cash incentive bonus at a target amount up to eighty percent (80%) of Mr. Brunnert's base salary. Mr. Brunnert will be eligible to participate in the Company's Management Incentive Plan, which will be implemented upon the Company's emergence from bankruptcy. The Company will grant eligible MIP participant's a number of shares in the newly emerged company based upon the enterprise value of the newly emerged company. Mr. Brunnert will be eligible to participate in the Company's standard benefits programs, including medical, dental and vision insurance, the Company's equity compensation plans and retirement plans. The Company and Mr. Brunnert entered into a Change of Control Agreement in connection with Mr. Brunnert's appointment. The initial term of the COC Agreement is for the two year period following the effective date, but it will be extended for additional 12-month periods if the Company does not take any action to modify, amend or terminate the agreement. In the event that Mr. Brunnert incurs an Involuntary Termination (defined below) within the one (1) year period following a Change of Control (defined below), and Mr. Brunnert signs a separation and release agreement in favor of the Company, he is eligible to receive: (i) a cash severance amount equal to his annual base salary; and (ii) if he timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act, the Company will reimburse Mr. Brunnert for the difference between the COBRA premium and the monthly active-employee premium rate for him and his dependents for a period of 12 months. An "Involuntary Termination" is defined within the COC Agreement as a termination by the Company without Cause, or a termination by Mr. Brunnert due to a Change in Circumstances. "Cause" is generally defined as the gross negligence in the performance of Mr. Brunnert's duties; (ii) willful and continued failure to perform his duties; or (iii) willful engagement in conduct which is materially injurious to the Company or its subsidiaries. A "Change in Circumstances" is generally defined as a material diminution in Mr. Brunnert's base compensation or his duties or responsibilities, a required relocation of more than fifty (50) miles from his original location, or any other action by the Company that constitutes a material breach of the COC Agreement. A "Change of Control" will occur for purposes of the COC Agreement upon the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction or event involving the Company, which results in any party (other than Platinum Equity and its affiliates) owning more than 50% of the combined voting power of the Company or the surviving company of the transaction, or if applicable, the ultimate parent company that directly or indirectly has beneficial ownership of at least 95% of the Company's or the surviving company's voting securities; or the Company's stockholders approve a plan of complete dissolution or liquidation of the Company. The definition of a Change of Control shall generally exclude any Chapter 11 proceeding except as otherwise approved in the Company's reorganization plan. A copy of the COC Agreement is available at https://is.gd/iZZmLh About Key Energy Headquartered in Houston, Texas, Key Energy, Inc., claims to be the largest domestic onshore, rig-based well servicing contractor based on the number of rigs owned. The Company provides a full range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies including Chevron Texaco Exploration and Production. Each of Misr Key Energy Investments, LLC, Key Energy Services, Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-12306) on Oct. 24, 2016. Key's other domestic and foreign subsidiaries are not part of the bankruptcy filing. As of the second quarter of 2016, the Company had approximately $1.13 billion in total assets and approximately $1 billion in aggregate funded debt. As of the date of the Petition Date, the Debtors hold approximately $29.8 million in encumbered, unrestricted cash. The Debtors currently have approximately $13.4 million of trade debt and other debt owed to general unsecured creditors, as disclosed in court papers. The Debtors have hired Sidley Austin LLP as general bankruptcy counsel; Young, Conaway, Stargatt & Taylor, LLP, as Delaware counsel; PJT Partners LP as investment bankers; Alvarez and Marsal North America, LLC, as financial advisors; and Epiq Bankruptcy Solutions, LLC, as notice, claims, solicitation and voting agent. * * * Key Energy filed for Chapter 11 pursuant to the terms of a plan support agreement among Key, Platinum Equity and certain other holders of its 6.75% Senior Notes due 2021, collectively holding more than 89% of its outstanding Senior Notes, and certain lenders holding more than 87% of the principal amount of loans outstanding under Key's Term Loan Credit Agreement dated June 1, 2015. The PSA contemplates the reorganization of the Debtors pursuant to a prepackaged plan of reorganization. Key previously commenced a solicitation for acceptance of the Plan, which was accepted by voting holders of 99.89% in principal amount and 93.88% in number of Key's Senior Notes and voting holders of 100% in principal amount and 100% in number of loans under the Term Loan, constituting the requisite number of voting holders of the Senior Notes and term loans. Platinum Equity, a Los Angeles-based global investment firm with a unique focus on operations and extensive experience helping businesses in transition, as holder of a majority of the Company's Senior Notes, will become Key's largest shareholder upon consummation of the Plan. The Plan contemplates that funded debt will be reduced from roughly $1 billion to approximately $250 million. Under the Joint Plan, Class 6 General Unsecured Claims are unimpaired and will recover 100%. KIDS FIRST: Hires Brian L. Davies as Chapter 11 Counsel ------------------------------------------------------- Kids First Enrichment Center, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Brian L, Davies, Esq., as counsel to Debtor. The Debtor requires Brian L. Davies to: a. advise the Debtor with respect to its powers and duties as Debtor in Possession; b. assist the Debtor in the preparation of its statement of financial affairs, schedules, statement of executor contracts and unexpired leases and any other papers or pleadings, and any amendments thereto that the Debtor is required to file in this case; c. represent the Debtor in any proceeding that is initiated to reclaim property or obtain relief from automatic stay imposed by Section 362 of the Bankruptcy Code or that seeks the turnover or recovery of property; d. provide assistance and representation concerning the formulation, negotiation and confirmation of a Plan of Reorganization (and accompanying ancillary documents). e. provide assistance, advice and representation concerning any investigation of the assets, liabilities and financial condition of the Debtor that may be required; f. represent the Debtor at hearings or matters pertaining to affairs as debtor in possession; g. prosecute and defend litigation matters and such other matters that might arise during and related to this Chapter 11 case; h. provide counseling and representation with respect to the assumption or rejection of executory contracts and leases other than bankruptcy-related matters arising from these cases other than as set forth below; i. represent the Debtor in matters that may arise in connection with its business operations, its financial and legal affairs, its dealings with creditors and other parties in interest and any other matters which may arise during the bankruptcy case; j. render advice with respect to the myriad of general corporate and litigation issues relating to this case including but not limited to health care real estate securities corporate finance tax and commercial matters and assisting the Debtor in connection with any necessary applications, orders, reports, and other legal papers and to appear on behalf of the Debtor in proceedings instituted by or against the Debtor; and k. perform other legal services as may be necessary and appropriate for the efficient and economical administration of this Chapter 11 case. Brain L. Davis will be paid at $250.00 per hour: Brain L. Davis will also be reimbursed for reasonable out-of-pocket expenses incurred. Brain L. Davis, Esq., 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. Brain L. Davis may be reached at Brian L. Davis, Esq, Kids First Enrichment Center, LLC 254 Court Avenue Suite 300 Memphis, TN 38103 Telephone: (662) 393-8542 Telefacsimile: (901) 523-2487 E-mail: davislaw@davislawfirmpc.com About Kids First Enrichment Center, LLC  Kids First Enrichment Center, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. TN. Case No. 16-28149) on September 6, 2016. Hon. Hon. David S. Kennedy presides over the case. The Davis Law Firm, PLLC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Harry L. Smith, member. L & R DEVELOPMENT: Hires Inmuebles Bienes as Realtor ---------------------------------------------------- L & R Development & Investment Corporation, seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Inmuebles Bienes Raices, LLC as realtor to the Debtor. L & R Development requires Inmuebles Bienes to market and sell the Debtor's real properties, known as: a. Lots of land in Urban Praderas, Hatillo -- Segregated lots of land 8 and 9 -- Lots of land 2, 7, 8, 9 and 8A -- Lots of land 3, 4, 5, 6, 7, 8 and 11 b. Properties located at Catano -- 1,322 square meters -- 187 square meters -- Lot of land and structure c. Property located at Bo. Puente, Camuy with 6,399 square meters d. Apartment No. 380 in Chalets de la Playa, Vega Baja Inmuebles Bienes will be paid 3% of the value of the property sold. Inmuebles Bienes will also be reimbursed for reasonable out-of-pocket expenses incurred. Saenid Lopez, member of Inmuebles Bienes Raices, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Inmuebles Bienes can be reached at: Saenid Lopez INMUEBLES BIENES RAICES, LLC Carr. No. 2, Km. 85.9, Bo. Carrizales Hatillo, PR 00659 Tel: (787) 638-5183 About L&R Development L&R Development & Investment Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-08792) on November 1, 2016. The petition was signed by Joaquin Lopez, president. The case is assigned to Judge Brian K. Tester. At the time of the filing, the Debtor disclosed $3.05 million in assets and $5.56 million in liabilities. LA PALOMA: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- La Paloma Generating Company, LLC 16-12700 1700 Pennsylvania Avenue, NW, Suite 800 Washington, DC 20006 La Paloma Acquisition Co, LLC 16-12701 CEP La Paloma Operating Company, LLC 16-12702 Type of Business: Merchant Power Generator Chapter 11 Petition Date: December 6, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' General Counsel: John J. Rapisardi, Esq. George A. Davis, Esq. O'MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, NY 10036 Tel: (212) 326-2000 Tel: (212) 326-2061 E-mail: jrapisardi@omm.com gdavis@omm.com Debtors' Local Counsel: Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302 651-7700 Fax: 302-651-7701 E-mail: collins@RLF.com - and - Andrew Dean, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302-651-7569 Fax: 302-651-7701 E-mail: dean@rlf.com - and - Jason M. Madron, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square P.O. Box 551 Wilmington, DE 19899 Tel: 302-651-7595 Fax: 302-651-7701 E-mail: madron@rlf.com Debtors' Conflicts Counsel: CURTIS, MALLET-PREVOST, COLT & MOSLE LLP Debtors' Financial Advisor & Investment Banker: JEFFERIES LLC Debtors' Claims/Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS Estimated Assets: $100 million to $500 million Estimated Debts: $500 million to $1 billion The petitions were signed by Niranjan Ravindran, authorized person. Debtor's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America, N.A. Bank Loan - 101 N. Tryon Street Charlotte, NC 28255 Attn: Johnathon T. Clarke Fax: (704) 719-8839 Email: johnathon.clark@baml.com SunTrust Bank Bank Loan - 303 Peachtree Street, N.E., 25th Floor Atlanta, Georgia 30308 Attn: Doug Weltz Fax: (404) 221-2001 Email: Agency.Services@SunTrust.com Bank of America, N.A. Bank Loan - 101 N. Tryon Street Charlotte, NC 28255 Attn: Johnathon T. Clarke Fax: (704) 719-8839 Email: johnathon.clark@baml.com Alstom Power Inc. Trade Debt $1,898,857 2800 Waterford Lake Drive Midlothian, VA 23112 Attn: Mickey Kirby Fax: 804-763-2193 Email: Mickey.kirby@ge.com West Kern Water District Trade Debt $1,084,590 800 Kern Street Taft, CA 93268 Attn: Harry Starkey Fax: 661-765-4271 Email: Harry@WKWD.org Kern County Tax Collector Taxes $933,838 1115 Truxton Avenue, 2nd Fl. Bakersfield, CA 93302-0580 Fax: 661-868-3409 Email: 2ServU@Co.Kern.CA.US NAES Corporation Trade Debt $684,208 1180 NW Maple Street, Suite 200 Issaquah, WA 98027 Attn: Nausher Khan Fax: 425-961-4646 State of California Air Resources Regulatory $557,748 Board PO Box 1436 Sacramento, CA 95812-1436 Afco Credit Corp. Services $228,920 5600 North River Road Suite 400 Rosemont, IL 60018-5187 Bracewell & Giuliani Services $131,198 711 Louisiana Street, Ste 2300 Houston, Texas 77002-2770 Attn: Ryan Holcomb Fax: 800-404-3970 Advanced Filtration Concepts Trade Debt $102,320 P.O. Box 80759 Rancho Santa Margarita, CA 92688 Ashland/Drew Industrial Trade Debt $82,404 Argo Chemicals Products Trade Debt $57,409 Greenberg Traurig, LLP Services $44,110 Energy Management Solutions Trade Debt $43,032 Caltrol, Inc. Trade Debt $42,225 Ionics Ultrapure Water Corp. Trade Debt $41,079 Power Scaffold Services Trade Debt $39,223 Delta Testing Services, Inc. Services $33,427 Pacific Gas & Electric Company Trade Debt $31,024 Pro Safety & Rescure, Inc. Trade Debt $27,060 BMI Mechanical, Inc. Trade Debt $22,072 Naftex Arm LLC Trade Debt $21,898 St. Power Services Consultants, LLC Services $20,806 Wesco Distribution, Inc. Services $19,606 Precision Pump & Machine Trade Debt $19,128 AEC Powerflow, LLC Trade Debt $18,541 Airgas West Trade Debt $14,833 Precision Air Systems, Inc. Trade Debt $13,491 Paul Hastings LLP Services $12,910 LADERA PARENT: Case Summary & Unsecured Creditors ------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Ladera Parent LLC 16-13382 c/o RGS Holdings, LLC 265 West 122nd Street, Unit C New York, NY 10027 Ladera, LLC 16-13383 c/o RGS Holdings, LLC 265 West 122nd Street, Unit C New York, NY 10027 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: December 4, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Debtors' Special Real Estate & Corporate Counsel: PHILLIPS NIZER LLP Debtors' Special Counsel: MORRIS NICHOLS ASHT & TUNNELL Estimated Estimated Assets Liabilities --------- ----------- Ladera Parent $21M $21.02M Ladera, LLC $75M $45.75M The petition was signed by Hans Futterman, manager. A. Ladera Parent's Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Phillips Nizer LLP Services $25,000 Rendered B. Ladera, LLC's List of Seven Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Maurice Mann Mann Realty $1,471,500 Associates 336 West 37th Street-Suite 2 New York, NY 10018 NYC Dept. of Finance $100,000 Philipps Nizer LLP Services $615,725 666 Fifth Avenue Rendered New York, NY 10103-0084 Platt Byard Dovell and White Services $275,000 Architects LLP Rendered 49 West 37th Street New York, NY 10018 Russo Development Enterprises $675,000 275 Henry Street Inwood, NY 11096 Vibranalysis, Inc. $100,000 WJE Engineering & Architects $20,000 LIMITLESS MOBILE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Limitless Mobile, LLC 2574 Interstate Drive Harrisburg, PA 17110 Case No.: 16-12685 Type of Business: Provider of wireless telecommunications services Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Jesse N. Silverman, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Tel: 215-575-7284 Fax: 215-575-7200 E-mail: jsilverman@dilworthlaw.com - and - Martin J. Weis, Esq. DILWORTH PAXSON, LLP 3200 Mellon Bank Center 1735 Market Street Philadelphia, PA 19103 Tel: 215-575-7000 Fax: 215-575-7200 E-mail: mweis@dilworthlaw.com Debtor's Claims & Noticing Agent: RUST CONSULTING/OMNI BANKRUPTCY Estimated Assets: $10 million to $50 million Estimated Debts: $50 million to $100 million The petition was signed by Amir Rajwany, chief operating officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ T-Mobile $377,745 c/o US Bank PO Box 94503 Seattle, WA 98124 Cerillion Technologies, LTD $356,825 125 Shaftesbury Avenue London, WC28 8AD Tel: +44 (0) 20 7927 6000 Email: info@cerillion.com Comcast Business $288,157 PO Box 37601 Philadelphia, PA 19101-0601 Tel: (800) 741-4141 MNM Wireless LLC $240,548 Website: www.mnmwireless.com American Tower Systems $229,861 Email: Customer.relations@americantowe r.com Crown Castle MU, LLC $196,970 Verizon Wireless Services, Inc. $171,821 Syniverse Technologies, Inc. $159,326 Website: www.syniverse.com Weaver Construction LLC $100,540 Website: www.weaver-llc.com Mastec Network Solutions $88,766 Website: www.mastecnetworksolutions.com Crown Castle USA, Inc. $81,061 Interop Technologies $80,205 Website: www.interoptechnologies.com SBA Towers II, LLC $76,845 Verizon $75,626 Telsasoft $73,021 Email: support@telsasoft.com West/Formerly Intrado $71,531 Email: Safetysvcs_billing@intrado.com Vertex Wireless, LLC $64,250 Website: www.vertexwireless.com Bennet & Bennet PLLC $59,122 Email: info@bennetlaw.com Telispire $56,772 Email: accounting@telispire.com Jordan Realty Group Inc. $56,562 LIMITLESS MOBILE: Files Chapter 11 Bankruptcy Petition ------------------------------------------------------ Limitless Mobile, LLC, a Pennsylvania-based phone and internet provider, has sought bankruptcy protection (Bankr. D. Del. Case No. 16-12685), citing "excessive debt burden" of up to $100 million against assets in the range of $10 million to $50 million. The Company said that due to its burgeoning debt, it could not attract additional cash infusions to sustain its current business model. As of the Petition Date, the Debtor owed the United States of America, acting through the Administrator of the Rural Utilities Service, $9,219,000 and Tower Bridge LLM Partners, LLC approximately $8,900,000, as disclosed in court documents. Proceeds of the loans, together with cash infusions from its parent Mobile Holdings, LLC, were used to build out telecom infrastructure and provide wireless broadband access to the rural communities. According to the Debtor, the continued, increased costs and delays in the network build-out negatively affected its profitability. Thus, the Debtor has determined to reorganize by reducing and restructuring its debt, scaling back its retail efforts, and focusing its attention on its wholesale business. The Debtor intends to wind down a significant portion of its retail business thereby reducing its retail-side workforce by half. It also intends to effectuate an orderly transition of existing customers to other carriers that can provide service of the quality that Limitless currently provides. Tower Bridge, the Debtor's prepetition lender, has agreed to provide up to $4 million debtor-in-possession financing, to fund the Debtor's ongoing wholesale business operations, subject to the bankruptcy court's approval. To enable the Debtor to operate in Chapter 11 with minimal disruption, the Debtor has filed various first day motions motions seeking permission to, among other things, pay prepetition taxes, prohibit utility companies from discontinuing services, pay employee obligations, use existing cash management system and utilize cash collateral of existing secured lenders. A successor to Keystone Wireless, LLC, Limitless was formed in 2013 with a mission to construct a broadband network and provide wireless telecommunications services to nine rural and underserved counties of Central Pennsylvania. Limitless Mobile Holdings, LLC, is the 100% owner of the Debtor. Limitless claims to have built a $40 million state-of-the-art 3G/4G LTE network that has increased access to reliable, high quality mobile phone and home internet services in rural areas and is currently providing service to approximately 3500 retail customers. The Debtor continues to operate its business and manage its property as a debtor-in-possession. Dilworth Paxson LLP serves as the Debtor's counsel. Rust Consulting/Omni Bankruptcy is the Debtor's claims and noticing agent. LIVE OAK: Hires Norred Law as Counsel ------------------------------------- Live Oak Lounge, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Norred Law, PLLC, as counsel to the Debtor. Live Oak requires Norred Law to: a. advise and consult with the Debtor concerning (i) legal questions arising in administering and reorganizing the Debtor's estate, and (ii) the Debtor's rights and remedies in connection with the estate's assets and creditors' claims; b. provide legal services to the Debtor relating to the sale of assets outside the ordinary course of business, if necessary; c. assist the Debtor in confirmation and execution of the Plan; d. assist the Debtor in preserving and protecting property of the Debtor's estate, including negotiation of cash collateral agreements, the defense of motions for relief from the automatic stay, and the prosecution of litigation, if any; e. investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtor's avoidance powers and causes of action arising under state law (unless special counsel is determined to be better qualified to do so); f. prepare any pleadings, motions, answers, notices, orders and reports that are required for the orderly administration of the Debtor's estates; g. perform all other legal services for the Debtor that are necessary and appropriate to faithfully discharge his duties as Debtor in this case. Norred Law will be paid at these hourly rates: Warren V. Norred $350 C. Chad Lampe $275 Paralegal $120 Norred Law will be paid a retainer in the amount of $15,000. Norred Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Warren V. Norred, member of Norred Law, 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. Norred Law can be reached at: Warren V. Norred, Esq. NORRED LAW, PLLC 200 E. Abram, Suite 300 Arlington, TX 76010 Tel: (817) 704-3984 Fax: (817) 524-6686 E-mail: wnorred@norredlaw.com About Live Oak Lounge Live Oak Lounge, LLC, is a Texas Limited liability company formed to provide an independent music venue, bar and restaurant in Fort Worth, Texas. On July 8, 2016, Live Oak Lounge, LLC, commenced a Chapter 11 case (Bankr. N.D. Tex. Case No. 16-42659). The petition was signed by Robert Johnson, managing member. The bankruptcy case was filed because Debtor's past mismanagement resulted in an IRS tax lien exceeding $200,000. The Debtor is represented by Warren V. Norred, Esq., at Norred Law, PLLC. The Debtor estimated assets at $0 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. LODGE HOLDINGS: Wash. DOR Seeks Dismissal, Ch. 11 Trustee --------------------------------------------------------- The State of Washington, Departments of Revenue, Labor & Industries and Employment Security, ask the U.S. Bankruptcy Court for the Western District of Washington to enter an order dismissing the Chapter 11 case of Lodge Holdings Company or appointing a Chapter 11 Trustee for the Debtor. The State asserts that grounds for the Chapter 11 Trustee appointment or dismissal of the case include: (a) the prior bankruptcies involving the principals of the Debtor and the current bankruptcy counsel; (b) the tax abuse in the current bankruptcy case; (c) the burning through prior capital and/or borrowings; (d) the unexplained conduct with creation of a corporate shell just prior to the filing; (e) the usage of other people's money; and, (f) the absence of a feasible plan. About Lodge Holdings Company Lodge Holdings Company, dba Downtown Lodge LLC, dba Kirkland Lodge LLC, dba Greenwood Lodge LLC, dba Stadium Lodge LLC, dba Mill Creek Lodge LLC, dba Mukilteo Lodge LLC, dba Charlie's on Broadway LLC, dba Sammamish Lodge LLC, dba West Seattle Lodge LLC, dba Renton Lodge LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.: 16-15814) on November 18, 2016, and is represented by Larry B. Feinstein, Esq., in Seattle, Washington. At the time of filing, the Debtor had $1.06 million in total assets and $5.73 million in total liabilities. The petition was signed by Shawn Roten, president. LOUIS SOLOMON WELTMAN: Plan Confirmation Hearing on Jan. 12 ----------------------------------------------------------- The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida has conditionally approved Louis Solomon Weltman's amended disclosure statement filed on Sept. 2, 2016, referring to the Debtor's amended plan of reorganization. A confirmation hearing will be held on Jan. 12, 2017, at 1:30 p.m., Eastern Time. Jan. 5, 2017, is fixed as the last day for filing and serving written objections to the Amended Disclosure Statement, and is fixed as the last day for filing acceptances or rejections of the Amended Plan. Objections to confirmation MUST be filed and served seven days before the Confirmation Hearing. On or before Dec. 13, 2016, the Plan, the Amended Disclosure Statement, ballot for accepting or rejecting the Amended Plan, and the court order conditionally approving the Amended Disclosure Statement will be transmitted by mail by the attorney for the proponent of the Amended Plan sought to be confirmed to creditors, equity security holders and other parties-in-interest. As reported by the Troubled Company Reporter on Sept. 27, 2016, the Debtor filed with the Court the First Amended Disclosure Statement for the Plan dated Sept. 2, 2016, which proposes that Class 5 General Unsecured Claims is impaired. The aggregate amount of the scheduled Class 5 claims is $30,179,252.50. Louis Solomon Weltman filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 14-40331). LUCKY # 5409: Court Extends Plan Filing Period to May 8 ------------------------------------------------------- Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois extended Lucky # 5409, Inc., et al.'s exclusive periods to file and confirm chapter 11 plans of reorganization to May 8, 2017 and July 6, 2017, respectively. The Debtors previously sought the extension of their exclusive periods, telling the Court that they required a further extension of the exclusive periods to file and confirm a Chapter 11 plan to allow for the resolution of their litigation with IHOP Restaurants LLC in the adversary proceeding. The Debtors further told the Court that the outcome of the adversary case would directly affect the substance of the Debtor's Chapter 11 plan. The Debtors added that the adversary case would determine whether the Debtors will be able to continue operating the International House of Pancakes restaurant, located at 7240 W. 79th Street, Bridgeview, Illinois, also known as the Bridgeview IHOP, as debtors in possession; sell Bridgeview IHOP for its fair market value of more than $1,000,000; or whether they will be forced to sell the franchise to IHOP Restaurants LLC for well-below fair market value. The Debtors asserted that they need additional time to file and confirm a Chapter 11 plan until the adversary case is resolved. About Lucky # 5409, Inc. Lucky # 5409, Inc. and Azhar Chaudhry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-16264 and 16-16273) on May 13, 2016. The cases are jointly administered under Case No. 16-16264. The petitions were signed by Azhar M. Chaudhry, president. The Debtors are represented by Kevin H. Morse, Esq., at Arnstein & Lehr LLP. The Debtors estimated assets at $500,001 to $1 million and liabilities at $100,001 to $500,000 at the time of the filing. M.A. GONZALEZ: Hires Gerdes Law as Attorney ------------------------------------------- M.A. Gonzalez Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Gerdes Law Firm, LLC as attorney to the Debtor. M.A. Gonzalez requires Gerdes Law to: (a) give the Debtor legal advice with respect to its power as debtor-in-possession in the continued operation of its business and management of its property; (b) assist the Debtor in the disposition, through this proceeding, of assets which it no longer needs in the operation of its business; (c) prepare on behalf of the Debtor as debtor-in-possession, Necessary applications, answers, orders, cover reports, Chapter 11 Plan, Liquidation Analysis, assist with monthly reports, feasibility projections, and other documents; and (d) perform all other legal services for the Debtor, as debtor-in-possession, which may be necessary herein. Gerdes Law will be paid at these hourly rates: Markus E. Gerdes $200 Paralegal $80 Gerdes Law will be paid a retainer in the amount of $6,000. Gerdes Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Markus E. Gerdes, member of Gerdes Law Firm, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gerdes Law can be reached at: Markus E. Gerdes, Esq. GERDES LAW FIRM, LLC 106 North Cypress Street Hammond, LO 70404 Tel: (985) 345-9404 About M. A. Gonzalez Properties M. A. Gonzalez Properties, LLC., based in Metairie, LA, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12851) on November 21, 2016. Hon. Elizabeth W. Magner presides over the case. Markus E. Gerdes, Esq., at Gerdes Law Firm, L.L.C., as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Mario A. Gonzalez, manager. MHM HOLDINGS: Hires Statman Harris as Bankruptcy Counsel -------------------------------------------------------- MHM Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Statman Harris & Eyrich LLC as bankruptcy counsel to the Debtor. MHM Holdings requires Statman Harris to: (a) advise the Debtor with respect to their rights, powers, and duties in this case; (b) advise and assist the Debtor in the preparation of their petition, schedules, and statement of financial affairs; (c) assist and advise the Debtor in connection with the administration of the case; (d) analyze the claims of the creditors in the case, and negotiate with such creditors; (e) investigate the acts, conduct, assets, rights, liabilities, and financial condition of the Debtor; (f) advise and negotiate with respect to the sale of any or all assets of the Debtor; (g) investigate, file, and prosecute litigation of behalf of the Debtor; (h) propose a plan of reorganization; (i) appear and represent the Debtor at hearings, conferences, and other proceedings; (j) prepare and review motions, applications, orders, and other pleadings filed with the Court; (k) institute or continue any appropriate proceedings to recover assets of the estate; and (l) perform any and all other legal services as may be required that are in the best interest of the estate or its creditors. Statman Harris will be paid at these hourly rates: Partners $225-$500 Associates $150-$395 Paraprofessionals $80-$110 Statman Harris will be paid a retainer in the amount of $15,000. Statman Harris will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan J. Statman, member of Statman Harris & Eyrich LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Statman Harris can be reached at: Alan J. Statman, Esq. STATMAN HARRIS & EYRICH LLC 3700 Carew Tower, 441 Vine Street Cincinnati, OH 45202 Tel: (513) 621-2666 Fax: (513) 621-4896 E-mail: ajstatman@statmanharris.com About MHM Holdings MHM Holdings, LLC, based in Cincinnati, OH, filed a Chapter 11 petition (Bankr. S.D. Ohio Case No. November 29, 2016) on 16-14442. Hon. Jeffery P. Hopkins presides over the case. William B Fecher, Esq., at Statman Harris & Eyrich, LLC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Michael A. Story, manager. MILESTONE SCIENTIFIC: Gian Trombetta Remains as Unit CEO -------------------------------------------------------- Wand Dental Inc., a wholly-owned subsidiary of Milestone Scientific Inc., and Gian Domenico Trombetta entered into an Amended and Restated Employment Agreement, pursuant to which Mr. Trombetta will continue to serve as the chief executive officer of Wand Dental for a period of one-year beginning on Sept. 1, 2016, through Aug. 31, 2017. The Employment Term automatically renews for a one-year period, from September 1st through August 31st of each successive year, unless prior to June 1st of the Employment Term or any Renewal Term, as applicable, either party notifies the other that he or it chooses not to extend the term of employment in accordance with the terms of the Agreement. Under the Agreement, Mr. Trombetta receives base compensation of $280,000 per year and is eligible to receive annual bonuses in the sole discretion of the Compensation Committee of the Company's board of directors. About Milestone Scientific Livingston, N.J.-based Milestone Scientific Inc. is engaged in pioneering proprietary, innovative, computer-controlled injection technologies and solutions for the medical and dental markets. Milestone Scientific reported a net loss attributable to the Company of $5.46 million on $9.49 million of net product sales for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $1.70 million on $10.33 million of net product sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $11.61 million in total assets, $4.39 million in total liabilities, all current, and $7.22 million in total equity. MILLENIUM LAB: Trustee May Take Discovery on Financial Collapse --------------------------------------------------------------- Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware granted in part and denied, in part, the motion filed by Marc S. Kirschner, as trustee of two trusts created pursuant to Millenium Lab Holdings II, LLC, et al.'s plan of reorganization, seeking authority under Federal Rule of Bankruptcy Procedure 2004 to take discovery from certain third parties regarding the cause of the debtors' financial collapse. In April 2014, the debtors borrowed approximately $1.8 billion pursuant to a certain senior secured term loan agreement (the "2014 Credit Agreement"). On November 10, 2015, the Debtors filed petitions for chapter 11 relief together with their Prepackaged Joint Chapter 11 Plan of Reorganization of Millenium Lab Holdings II, LLC. The plan was confirmed on December 14, 2015. The debtors' plan provided for the creation of two trusts: the Millenium Corporate Claim Trust (the "Corporate Trust") and the Millenium Lender Claim Trust (the "Lender Trust"). The Corporate Trust holds the debtors' retained claims, and the Lender Trust holds claims contributed by the consenting lenders. All holders of claims arising under or relating to the debtors' 2014 Credit Agreement are the beneficiaries of the corporate trust, while the consenting lenders are the beneficiaries of the Lender Trust. The plan provided funding for both trusts. Kirschner was appointed as the trustee of both trusts on December 21, 2015. On April 6, 2016, Kirschner filed the Rule 2004 Motion seeking authority to examine certain third parties on behalf of both the Corporate Trust and the Lender Trust. Kirschner sought to investigate claims the Trusts may have against the third parties related to the debtors' financial collapse. In particular, Kirschner sought to investigate: (1) the banks that served as arrangers and/or administrative agents under the 2014 Credit Agreement (i.e. J.P. Morgan Chase Bank, N.A.; J.P. Morgan Securities LLC; Citibank Global Markets Inc., BMO Capital Markets Corp.; Bank of Montreal; and SunTrust Bank) (2) Simpson Thatcher & Bartlett LLP, the law firm that represented J.P. Morgan Chase Bank, N.A. (the administrative agent under the 2014 Credit Agreement) and J.P. Morgan Securities LLC (the joint lead arranger and joint bookrunner under the 2014 Credit Agreement) in connection with the 2014 Credit Agreement; and (3) KPMG, the debtors' historical accounting firm (collectively, the "Objectors"). On April 22, 2016, the Objectors filed their objections to the Rule 2014 Motion, generally asserting that: (1) the Court lacks subject matter jurisdiction over the post-confirmation Rule 2004 Motion and (2) the information requested in the Rule 2004 Motion either falls outside the scope of Rule 2004 or is overly broad. Separately, KPMG argued that discovery disputes between KPMG and the debtors are governed by the arbitration clause contained in the prepetition engagement between KPMG and the debtors dated July 10, 2015. Judge Silverstein disagreed with the Objectors' argument that the Court does not have bankruptcy court jurisdiction over the matter because the Rule 2004 Motion does not have the mandated close nexus to the bankruptcy plan or proceeding. The judge explained that Rule 2004, by its nature, and not the particular factual circumstance, could arise only in the context of a bankruptcy case. As such, the judge held that Rule 2004 "arises in" Title 11 of the Bankruptcy Code, and the Court has subject matter jurisdiction to adjudicate the dispute. The judge also added that the fact that the Rule 2004 Motion was filed post-confirmation does not alter this conclusion. Judge Silverstein also disagreed with the Objectors' argument that, in order to determine whether it has subject matter jurisdiction, the Court must speculate over possible causes of action that may be pursued after the investigation is complete. The judge held that when evaluating jurisdiction, the Court will look at the motion in front of it -- the Rule 2004 Motion -- and not a future lawsuit that the Trustee may file. The Objectors' final challenge to subject matter jurisdiction, that the plan does not contain the requisite reservation of jurisdiction language to provide the Court with jurisdiction over the Motion, also failed. Judge Silverstein explained that when the court's jurisdiction 'arises in' title 11, the cause of action has an "intimate connection to the bankruptcy proceedings" and therefore there is less of a risk of "unending jurisdiction." Judge Silverstein thus concluded that the Court has subject matter jurisdiction over the Rule 2004 Motion. Kirschner sought to conduct an investigation on behalf of the Corporate Trust in order to explore prepetition causes of action the debtors may have against certain third parties. In particular, Kirschner stated that he seeks document production bearing upon the debtors' financial collapse and chapter 11 filing. The Objectors argued that Kirschner has failed to demonstrate the requisite good cause to warrant the requested Rule 2004 examinations, or that, at the very least, the discovery requests promulgated by the Trustee are overly burdensome and should be narrowed. Judge Silverstein found that Kirschner has demonstrated good cause warranting granting of the Trustee's Rule 2004 Motion on behalf of the Corporate Trust. The judge found that the fact that Kirschner already has access to certain documents and information of the debtors does not detract from the Kirschner's testimony that the documents already in his purview are not sufficient to determine the scope of the Trustee's viable claims. Judge Silverstein, however, found that Kirschner's request to use Rule 2004 to investigate claims held by the Lender Trust is not within the scope or purpose of Rule 2004 because, although the Lender Trust was established pursuant to the plan, it is not comprised of debtor claims. The judge explained that an investigation into the existence of the consenting lenders' claims against non-debtor third parteis does not fall within the scope or purpose of Rule 2004 as it is not an investigation into the "property or to the liabilities and financial condition of the debtor." Finally, KPMG argued that, as the prepetition engagement agreement between the debtors and KPMG contains an arbitration clause, the Trustee's request to obtain information from KPMG should be governed by certain arbitration discovery rules, rather than by Rule 2004. Judge Silverstein held that the arbitration clause in the engagement letter does not apply to the Rule 2004 Motion because a Rule 2004 examination is not a "dispute or claim," but an investigatory tool used prior to a dispute. A full-text copy of Judge Silverstein's December 2, 2016 opinion is available at http://bankrupt.com/misc/deb15-12284-393.pdf About Millennium Lab Millennium Lab Holdings II, LLC, Millennium Health, LLC and Rxante, LLC, providers of laboratory-based diagnostic testing focused on drugs of abuse and clinical medication monitoring, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12284, 15-12285 and 15-12286, respectively) on Nov. 10, 2015. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of more than $1 billion. Judge Laurie Selber Silverstein has been assigned the cases. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez & Marsal as financial advisor; and Prime Clerk LLC as claims and noticing agent. Millennium Lab Holdings II, LLC, et al., announced that on Dec. 18, 2015, the effective date of their Amended Prepackaged Joint Plan of Reorganization occurred. MURRAY TRANSFER: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Murray Transfer & Storage Company, Inc. aka Atlantic Moving Systems P.O. Box 1141 Jacksonville, NC 28541 Case No.: 16-06230 Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Eastern District of North Carolina (New Bern Division) Judge: Hon. Joseph N. Callaway Debtor's Counsel: George M. Oliver, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC PO Box 1548 New Bern, NC 28563 Tel: 252 633-1930 Fax: 252 633-1950 E-mail: efile@ofc-law.com Total Assets: $915,035 Total Liabilities: $2.55 million The petition was signed by David Sneeden, vice-president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb16-06230.pdf MWM & SONS: Case Summary & 6 Unsecured Creditors ------------------------------------------------ Debtor: MWM & Sons, Corporation 7750 Annapolis Road Lanham, MD 20706-1306 Case No.: 16-25851 Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Wendelin I. Lipp Debtor's Counsel: John Douglas Burns, Esq. THE BURNS LAWFIRM, LLC 6303 Ivy Lane, Ste. 102 Greenbelt, MD 20770 Tel: (301) 441-8780 E-mail: ecf@burnsbankruptcyfirm.com jburns@burnsbankruptcyfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Moin M. Ahmad, president. A copy of the Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/mdb16-25851.pdf NAMAL ENTERPRISES: Disclosures Conditionally OK'd; Jan. 11 Hearing ------------------------------------------------------------------ The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Namal Enterprises, LLC's disclosure statement referring to the Debtor's plan of reorganization. The Court will conduct on Jan. 11, 2017, at 10:00 a.m. a hearing on confirmation of the Plan and final approval of the Disclosure Statement. Any written objections to the Disclosure Statement will be filed with the Court no later than seven days prior to the Confirmation Hearing. Objections to the plan confirmation must be filed with the Court no later than seven days before the Confirmation Hearing. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the Confirmation Hearing. The plan proponent will file a ballot tabulation no later than 96 hours prior to the Confirmation Hearing. All creditors and parties-in-interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the entry of the Nov. 21, 2016 court order. Three (3) days prior to the Confirmation Hearing, the plan proponent will file a confirmation affidavit which will contain the factual basis upon which the plan proponent relies in establishing that each of the requirements of Section 1129 of the U.S. Bankruptcy Code are met. About Namal Enterprises Namal Enterprises, LLC, fdba Red Roof Inn Kissimmee fdba Blue Inn LBVS, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-07190) on Aug. 22, 2016. The petition was signed by Syed Raza, manager. The Debtor disclosed total assets at $3.14 million and total liabilities at $1.88 million. The Debtor is represented by Richard J. McIntyre, Esq., and Katie Brinson Hinton, Esq., at McIntyre Thanasides Bringgold, et al. NAUGHTON PLUMBING: Hires Smith & Smith as Attorney -------------------------------------------------- Naughton Plumbing Sales Co., Inc., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Smith & Smith Law Offices, PLLC as attorney to the Debtor. Naughton Plumbing requires Smith & Smith to: a. advise with respect to the powers and duties of the Debtor; b. represent the Debtor in connection with all appearances; c. prepare on behalf of the Debtor of necessary applications, motions, answers, order and other documents; d. prepare a plan and disclosure statement and handling all matters and court hearings related thereto; e. represent the Debtor in connection with the hearing on confirmation and all related matters; and f. all other legal services for Debtor which may be necessary. Smith & Smith will be paid at these hourly rates: Gerald K. Smith $450 John C. Smith $350 Grant L. Cartwright $300 Cody D. Vandewerker $250 Paralegal $150 Smith & Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge, 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. Smith & Smith can be reached at: Gerald K. Smith, Esq. SMITH & SMITH LAW OFFICE, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 722-9096 E-mail: gerald@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. NCL CORP: Moody's Assigns B2 Rating on $700MM Sr. Unsec. Notes -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to NCL Corporation Limited's proposed $700 million senior unsecured notes due 2021. NCL's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 Bank Credit Facilities rating, and B2 senior unsecured notes rating are unchanged. The rating outlook remains stable. The senior unsecured notes will be used to refinance $680 million of senior unsecured notes maturing in 2019. Moody's views the refinancing of the senior unsecured notes as a credit positive as it will delay their maturity by over two years until 2021. These ratings were assigned: Proposed $700 million senior unsecured notes due 2021 at B2 (LGD6) RATINGS RATIONALE NCL's Ba3 Corporate Family Rating reflects its market position as the third largest ocean cruise line worldwide. Its rating also acknowledges its' well-known brand names -- Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises -- and the young age of its fleet which enables the company to compete against larger rivals across all its price points. The rating considers that NCL's leverage remains high but is set to improve over the next twelve months. For the twelve month period ended Sept. 30, 2016, NCL's debt to EBITDA was 4.8x and EBITA to interest expense was 3.3x. Moody's forecasts that debt to EBITDA will fall to 4.6x over the next twelve months as a result of robust earnings growth. The rating also acknowledges that Moody's believes the cruise industry will continue to benefit from favorable demographics and the value proposition of a cruise vacation which supports the continued penetration of the vacation market by cruise operators. The rating also acknowledges that while industry wide capacity will increase, capacity expansion will remain at a rational level as a result of supply constraints. Lastly the rating considers NCL's aggressive financial policy which includes financing the acquisition of Prestige in 2014 largely with debt and borrowing an incremental $300 million in 2015, of which $150 million has gone to share repurchases. Moody's notes that the ownership levels of affiliates of Apollo Global Management(16%), Genting HK (11%), and TPG (2%) have reached a point where NCL has the ability to dictate its own financial policy going forward. The stable outlook reflects that NCL's credit metrics are set to improve to levels that are in line with its Ba3 rating as a result of strong forecasted earnings growth. Ratings could be upgraded should NCL sustain debt to EBITDA below 4.5x and EBITA to interest expense above 3.0x. A ratings upgrade would also require a financial policy that supports credit metrics remaining at these levels. Ratings could be downgraded should it become unlikely that debt to EBITDA will be reduced to below 5.25x by the end of 2016 or should EBITA to interest fall below 2.0x. NCL Corporation Ltd., headquartered in Miami, FL, headquartered in Miami, FL, is a wholly owned subsidiary of Norwegian Cruise Line Holdings, Ltd. NCL operates 24 cruise ships with about 46,500 berths, under three brand names; Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. Net revenues are about $3.7 billion. The principal methodology used in this ratings was "Business and Consumer Service Industry" published in October 2016. NCL CORP: S&P Assigns 'BB' Rating on $700MM Sr. Unsecured Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Miami, Fla.-based NCL Corp. Ltd.'s $700 million senior unsecured notes due 2021. The recovery rating is '3', indicating S&P's expectation for meaningful recovery (50% to 70%; upper half of the range) for noteholders in the event of a payment default. NCL plans to use proceeds from the notes, along with cash on hand, to repurchase its $680 million 5.25% senior unsecured notes due 2019, to pay for the early tender premium on the 5.25% notes, and for transaction fees and expenses. All other ratings, including S&P's 'BB' corporate credit rating, are unchanged. S&P's recovery analysis is: Key analytical factors -- S&P's recovery ratings on NCL's senior secured revolving credit facility and term loan are unchanged at '1', and S&P's recovery rating on NCL's unsecured notes remains at '3'. While S&P's estimated recovery on the unsecured notes would indicate a recovery rating of '1' (90% to 100% recovery expectation), S&P has capped the recovery rating at '3' (50% to 70%) because of the rating cap that S&P applies to the unsecured debt of issuers with a corporate credit rating in the 'BB' category. The cap addresses the fact that these creditors' recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default. -- S&P's simulated default scenario contemplates a payment default in 2021, attributable to cash flow declines from existing ships and weaker-than-expected increase in cash flow from new ships scheduled for delivery over the next several years in an environment of greater pricing pressure and competition from larger cruise companies. -- S&P uses a discrete asset valuation (DAV) approach for NCL because its debt structure provides certain creditors with priority claims against specific assets and S&P expects lenders would pursue the specific collateral pledged to them. -- To calculate S&P's DAV, it applies discounts to the appraised values of NCL's existing ships and to the costs of planned ships. S&P applies discounts ranging from 40% to 50% to appraisals depending on the customer segment. In addition, where no appraisals are available, S&P applied discounts to the cost of the ships ranging from 20% to 50% depending on when they were placed in service or are scheduled for delivery. -- S&P assumed administrative claims total 7% of gross discrete asset value, reflecting expenses associated with the two classes of debt at the parent and the various subsidiaries and multijurisdictional considerations. Simulated default assumptions: -- Year of default: 2021 Simplified waterfall: -- Net discrete asset value (after 7% administrative costs): $7.5 billion -- Percent of value pledged to secured debt vs. not-pledged to secured debt: 24%/76% -------------------------------------------- -- Net value available to secured credit facilities: $1.8 billion -- Secured credit facilities: $1.6 billion -- Recovery expectation: 90% to 100% -- Net value available to senior unsecured notes after satisfying priority claims on assets: $2.0 billion -- Senior unsecured notes: $1.3 billion -- Recovery expectation: 50% to 70% (upper half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST NCL Corp. Ltd. Corporate credit rating BB/Stable/-- New Rating NCL Corp. Ltd. $700 mil sr unsecd nts due 2021 BB Recovery rating 3H NEW YORK CRANE: Hires Pro Star Pilatus as Broker ------------------------------------------------ New York Crane & Equipment Corp., et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Pro Star Pilatus Center LLC to enter into an Aircraft Remarketing Agreement. Pro Star has been requested by James F. Lomma as the 99% equity owner of LJ Ventures to provide Aircraft Remarketing services. Pro Star sold LJ Ventures its 2014 Pilatus PC-12 NG aircraft which Pro Star has been asked to remarket. Pro Star sold LJ Ventures LLC its 2009 Pilatus aircraft which was traded in when LJ Ventures purchased its current aircraft. When LJ Ventures purchased the 2014 Pilatus PC-12 NG aircraft, its 2009 Pilatus Aircraft was acquired by Pro Star as a trade-in for the sum of $3,250,000 and that amount was a credit against the purchase price for the new aircraft. Pro Star will be paid a remarketing fee of 5% of the sale price. Michael Kenny, member of Pro Star Pilatus Center LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Pro Star can be reached at: Michael Kenny PRO STAR PILATUS CENTER LLC 5 Industrial Drive Londonderry, NH 03053 Tel: (877) 345-1918 About New York Crane New York Crane & Equipment Corp., J.F. Lomma, Inc. (De.), J.F. Lomma, Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-40043, 16-40044, 16-40045 and 16-40048, respectively. The petitions were signed by James F. Lomma as president. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Goldberg Weprin Finkel Goldstein LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the cases. The corporate Debtors operate crane, trucking and rigging companies doing business in New York City and other parts of the country. James Lomma is the president and sole shareholder of the corporate Debtors. On January 8, 2016, an order was entered providing for the joint administration of these related Chapter 11 cases. An official committee of unsecured creditors has been appointed, and has tapped Togut, Segal & Segal LLP as its counsel. NEWBURY COMMON: Wants Plan Filing Deadline Moved to February 6 -------------------------------------------------------------- Newbury Common Associates, LLC and certain of its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods for the filing of a chapter 11 plan and solicitation of Plan acceptances, through and including February 6, 2017 and including April 7, 2017, respectively. The Debtors further ask the Court to extend the deadline for filing a chapter 11 plan, through and including February 6, 2017. Since the Second Exclusivity Extension Order was entered, the Debtors' management and professional advisors have devoted a significant amount of time and effort towards a number of critical matters in these chapter 11 cases. Among other things, (a) the Debtors have successfully closed the sales of all of the Properties, excluding the still uncompleted Residence Inn Property, and (b) the Debtor Seaboard Hotel LTS Associates, LLC entered into the Letter Agreement with Israel Discount Bank of New York regarding the disposition of the Residence Inn Property. In addition, following the completion of the sale process, the Debtors have begun implementing a Work Plan, including by holding a constructive plan settlement conference with significant parties in interest that the Debtors believe could result in a consensual chapter 11 plan. The Work Plan contemplates seven distinct steps, including: (1) re-engaging the forensic accounting process; (2) commencing claims review and reconciliation; (3) evaluating potential causes of action; (4) identifying and recording receivable balances; (5) formally deposing John DiMenna, Jr.; (6) identifying working group parties; and (7) holding one or more plan settlement conferences with parties in interest. The Debtors tell the Court that they have developed the Work Plan with the understanding that the litigation required to fully unwind the prepetition fraudulent conduct orchestrated while Mr. John J. DiMenna, Jr. was involved with the Debtors, as well as the claims asserted against the various Debtors, intercompany claims, and potential clawback litigation would be extremely complex, protracted, and costly, and that, accordingly, it would be in the best interests of all parties to reach a consensual chapter 11 plan. In furtherance of their goal of developing a consensual chapter 11 plan, the Debtors and their professionals expedited an extensive review of potential intercompany claims and developed and prepared other critical information necessary for parties in interest to evaluate potential plan structures. The Debtors have convened a settlement conference on November 17, 2016 which included participants from UCF I Trust 1, CPR Money, LLC, Cedar Hill Capital, LLC, and many investors, and another settlement conference has been scheduled for December 9, 2016 and the Debtors remain cautiously optimistic that they will reach sufficient consensus to file a proposed plan by the end of the year. The Debtor also relate that despite these extensive efforts, there is still much more to do, as outlined in the Work Plan. In particular, Anchin Block & Anchin LLP has been examining the bank records for non-Debtor Seaboard Consolidated, LLC and various Debtors and related non-Debtor entities managed by John DiMenna going back at least to Consolidated's inception to analyze what transfers occurred into and out of Consolidated. Anchin's examination to date has yielded a preliminary analysis into the movement of cash into and out of Consolidated, which provides some sense as to the likely existence and amount of claims between Debtors. The Debtors have requested that any objections to the relief requested in the Motion be filed on or before December 19, 2016. A hearing on the Motion be held on January 10, 2017 at 2:00 p.m. About Newbury Common Associates, LLC Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing 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 Debtors' cases. NFP PARENT: S&P Affirms 'B' CCR After Announced Recapitalization ---------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on NFP Parent Co, LLC and 'B' corporate credit rating on its core subsidiary NFP Corp. S&P also affirmed its 'CCC+' issue-level rating on its $575 million senior unsecured notes with a '6' recovery rating. Concurrently, S&P assigned its 'B' issue-level rating with a '3' recovery rating -- indicating S&P's expectation for meaningful (50%-70%, upper half of the range) recovery of principal in the event of default -- on the company's new $1,275 million senior secured credit facilities. "Our ratings reflect our expectations that NFP's leverage metrics will not increase following the recapitalization and investment from the new private equity sponsor," said S&P Global Ratings credit analyst Neal Freedman. S&P forecasts NFP's debt-to-EBITDA ratio (including operating leases) will be around 7.0x for year-end 2016 due to significant growth in EBITDA, and expect leverage to remain in the low-7.0x area over the next 12 months. HPS Investment Partners, LLC ("HPS"), a global alternative investment firm, will make a substantial minority investment into NFP Corp. The investment will be a mix of perpetual preferred equity and common equity. It is S&P's understanding that the company will use the proceeds to recapitalize its current capital structure, which includes refinancing existing debt and repurchase existing shares. After the acquisition, financial sponsor Madison Dearborn Partners will maintain a controlling stake in the company. S&P assess NFP's business risk profile as fair, based on its participation in the highly competitive, fragmented, and evolving benefits and insurance industry (property/casualty, retirement products, and individual). However, NFP is the 11th-largest U.S. insurance broker in Business Insurance's 2016 rankings (based on 2015 U.S. brokerage revenue), and S&P believes the company's market position, recurring revenue streams, and consistent profitability somewhat offset industry risks. S&P's assessments of NFP's financial risk profile as highly leveraged, primarily reflects S&P's opinion that the company will maintain weak credit protection measures over the next year. S&P's ratings also incorporate NFP's aggressive financial policies, which stem from Madison Dearborn Partners' and HPS's private equity ownership in the company. S&P's treatment of preferred stock issued to HPS and the consortium of minority investors as either debt or equity financing is a critical component in determining the leverage and interest coverage ratios. After applying S&P's stated criteria for non-common equity financing for a financial sponsor, it excludes the preferred stock from our consolidated financial analysis, including S&P's leverage and coverage calculations. There are no events of default, cross-default, or cross acceleration contemplated in the credit agreement and there is no required interest payment. Also, the instrument is not secured or guaranteed by any operating entity, and S&P has determined that the intent of this agreement was to have these shares be considered as common stock-like but with an accruing dividend The stable outlook on NFP reflects S&P Global Ratings' expectation that the company will be able to maintain steady profitability and improve EBITDA margins in 20%-25% range during the next 12 months. This reflects S&P's view of a more profitable business mix resulting from the sale of its advisory services business. S&P also expects for the company to make strategic acquisitions and to focus on recurring revenues as a way to expand revenues in 2017. S&P expects revenue growth of about 10% in 2017. For 2016, S&P expects financial leverage to be 7.0x-7.5x, which is consistent with 7.5x at year-end 2015. S&P expects leverage to stay in the same 7.0x-7.5x range for 2017. S&P could lower its ratings during the next 12 months if leverage and coverage deteriorate as a result of a more aggressive financial policy, or if the company experiences a decline in earnings, resulting in sustained leverage of more than 8.0x and coverage of less than 2.0x. This could occur if NFP takes on additional debt for acquisitions or other corporate activity, if earnings deteriorate as a result of the loss of key clients or carrier relationships. Although an upgrade is unlikely within the next 12 months, S&P could raise the rating if the company is able to reduce leverage to 5.0x or less and maintain coverage in excess of 3.0x on a sustainable basis. An upgrade would also be predicated on S&P's view of less aggressive financial policies which would enable the company to maintain stronger credit protection measures. NINJA METRICS: Hires Alpert Barr as Special Litigation Counsel -------------------------------------------------------------- Ninja Metrics, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Alpert Barr & Grant, PLC as special litigation counsel to the Debtor. Ninja Metrics requires Alpert Barr to represent the Debtor in an action before the Superior Court of the State of California, County of Los Angeles, Central District, entitled Mark Kolokotrones, an individual and Knight and Bishop, L.P., a California Limited Partnership vs. Ninja Metrics, Inc., a Delaware corporation, Dmitri Williams, an individual, Robert Hawk, an individual, Robin Kaminsky, an individual, 37 Technology Ventures, LLC, a Delaware limited liability corporation and DOES 1 through 50, and Cross-Complaint entitled Ninja Metrics, Inc., a Delaware corporation vs. Mark Kolokotrones, an individual and Knight and Bishop, L.P., a California Limited Partnership, bearing Case No. BC609689. Alpert Barr was paid a pre-petition retainer in the amount of $99,945 from the Debtor. Alpert Barr will also be reimbursed for reasonable out-of-pocket expenses incurred. Adam Grant, member of Alpert Barr & Grant, PLC, 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. Alpert Barr can be reached at: Adam Grant, Esq. ALPERT BARR & GRANT, PLC 6345 Balboa Blvd, Suite 300 Encino, CA 91316 Tel: (818) 881-5000 About Ninja Metrics Inc. Ninja Metrics Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D.Cal. Case No. 16-24013) on October 24, 2016. The Hon. Sheri Bluebond presides over the case. Goodman Law Offices represents the Debtor as counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Dmitri Williams, president. NORTEL NETWORKS: Plan Confirmation Hearing Set for Jan. 24 ---------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on Dec. 1 approved the disclosure statement explaining Nortel Networks Inc., et al.'s First Amended Joint Chapter 11 Plan and scheduled the date for hearing on confirmation of the Plan will be January 24, 2017, at a time convenient for the Court. The last date and time for the filing of objections to confirmation of the Plan is scheduled to be heard at the Confirmation Hearing is January 9. Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that the disclosure statement was approved by judges in Canada and the U.S., who are both overseeing the bankruptcy case of Nortel Networks. The WSJ report said time and money are sensitive subjects in Nortel's bankruptcy, where professional fees have topped $2 billion, citing records assembled by Diane Urquhart, a Canadian analyst. It took only a few years to raise the $7.3 billion from sales of Nortel's business and assets and half a decade of fighting to determine how to divide that money, the report pointed out. The settlement is at the core of the payment schemes detailed in creditor materials approved by Justice Frank Newbould in Toronto and Judge Kevin Gross in Wilmington, Del., who conducted a joint session linked by telephone lines, the report related. Justice Newbould took less than a minute to approve the Canadian materials, the report said. Talks continued for another hour in the Delaware courtroom before Judge Gross approved Nortel U.S.'s chapter 11 plan voting materials, the report added. 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 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% A red-lined version of the First Amended Disclosure Statement dated November 29, 2016, is available at: http://bankrupt.com/misc/deb09-10138-17457.pdf 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. OAK CREEK: Unsecureds To Be Paid in Full in 90 Days --------------------------------------------------- Oak Creek Plaza, L.L.C., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a second amended disclosure statement referring to the Debtor's second amended plan of reorganization. Class 2 - Allowed General Unsecured Claims will be paid in full within 90 days of the effective date of this Second Amended Plan of Reorganization. The combination of proceeds from the sale of the Debtor's real estate allows the Debtor to fund the Plan. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-16324-96.pdf As reported by the Troubled Company Reporter on Sept. 30, 2016, the Debtor on Sept. 20 filed with the Court a proposed plan to exit Chapter 11 protection. That plan proposed to pay $100,452 to creditors holding Class 2 general unsecured claims within 180 days of the effective date of the plan. About Oak Creek Plaza Since its original organization in 1998 through 2014, Oak Creek Plaza, L.L.C., was retained to manage commercial real estate projects for owners and as a court appointed receiver. When foreclosure litigation was commenced in 2014 against the Debtor by Thrivent Financial for Lutherans, the Debtor was forced to cease performing management services for others. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-16324) on May 13, 2016. The petition was signed by Ronald L. Boorstein, managing partner. The Debtor is represented by Paul M. Bach, Esq., at Bach Law Offices. The case is assigned to Judge Jacqueline P. Cox. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. OAKLEY WOODS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Oakley Woods Apartments, LLC 6295 Oakley Road Union City, GA 30291 Case No.: 16-71787 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Frank G. Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 1117 Perimeter Center West, Suite W212 Atlanta, GA 30338 Tel: (404) 262-7373 Fax: (404) 262-9911 E-mail: fnason@lcenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mike Kohn, manager, STOWA Member, LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb16-71787.pdf OCEANS FLAVOR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Oceans Flavor Foods, LLC 4492 Camino de la Plaza, #1241 San Ysidro, CA 92173 Case No.: 16-07400 Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Laura S. Taylor Debtor's Counsel: John L. Smaha, Esq. SMAHA LAW GROUP, APC 2398 San Diego Avenue San Diego, CA 92110 Tel: (619) 688-1557 Fax: (619) 688-1558 E-mail: jsmaha@smaha.com Total Assets: $1.44 million Total Liabilities: $3.56 million The petition was signed by Justin Fisher, CFO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb16-07400.pdf ONIX CAPITAL: Chapter 15 Case Summary ------------------------------------- Chapter 15 Petitioner: Carlos A. Parada Abate Chapter 15 Debtor: Onix Capital S.A. c/o Astigarraga Davis Mullins & Grossman 1001 Brickell Bay Drive, 9th Floor Miami, FL 33131 Chapter 15 Case No.: 16-26082 Chapter 15 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Chapter 15 Petitioner's Counsel: Edward H. Davis, Jr., Esq. ASTIGARRAGA DAVIS MULLINS & GROSSMAN 1001 Brickell Bay Dr 9th Flr Miami, Fl 33131 Tel: 305-372-8282 E-mail: edavis@astidavis.com - and - Arnoldo B Lacayo, Esq. ASTIGARRAGA DAVIS MULLINS & GROSSMAN 1001 Brickell Bay Drive, 9th Floor Miami, FL 33131 Tel: 305-372-8282 E-mail: alacayo@astidavis.com Estimated Assets: Not Indicated Estimated Debts: Not Indicated PAPERWORKS INDUSTRIES: Moody's Affirms B3 CFR, Outlook Negative --------------------------------------------------------------- Moody's Investors Service affirmed the B3 corporate family rating and B3-PD probability of default rating of PaperWorks Industries Inc. and revised outlook to negative. Moody's also affirmed the B3 rating on the senior secured notes. The revision of the outlook to negative reflects weak liquidity and lower-than-expected earnings due to a decline in prices and demand for coated recycled paperboard (CRB), the company's key product. Weak demand for packaged food has resulted in lower CRB backlogs and pushed CRB prices down in 2016. This negatively impacted Paperwork's earnings at a time when the company also had significant cash costs related to restructuring initiatives and an upgrade of a paper machine. Earnings will further decline in the fourth quarter 2016 due to a market related downtime at the mills. With negative projected free cash flow in 2016, the company has increased its revolver borrowings and will have limited revolver availability until it is projected to start generating free cash flow in the second half of 2017. Moody's took this action: Outlook Actions: Issuer: PaperWorks Industries, Inc. Outlook, Changed To Negative From Stable Affirmations: Issuer: PaperWorks Industries, Inc. Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD 4) RATINGS RATIONALE The B3 corporate family rating reflects Paperwork's weak liquidity, high leverage, small scale and limited product and operational diversity, given its concentration in coated recycled board. Paperworks remains a fairly small player in the CRB industry with more open market sales compared to its more integrated and diversified major competitors, leaving it more exposed to CRB demand and price weakness. The rating reflects expectations for weak CRB demand driven by sluggish packaged food growth. Some CRB producers are taking market-related downtime to balance supply and demand, but we have not yet seen CRB price improvements even as recycled fiber costs have increased. While Paperworks has completed significant restructuring initiatives and has upgraded a paper machine to produce specialty CRB grades that should support performance in 2017, further CRB price deterioration or volume declines may negatively impact its earnings and liquidity. Moody's expects Paperworks to have weak liquidity over the next twelve months. The company has low cash balances and approximately $54 million of borrowings under its $100 million asset-based revolver, leaving approximately $23 million of revolver availability as of September 2016. The revolver, which is subject to borrowing base limitations, expires in August 2019. Although we expect free cash flow to turn positive in 2017 as a result of lower capital expenditures and elimination of restructuring cash costs, the company may need to rely on the revolver in the first quarter of 2017 to make its interest payment, further reducing availability The revolver has a capital expenditure covenant and a springing fixed charge covenant of 1:1 if availability falls below $12.5 million. The company would not be able to meet the fixed charge covenant calculation in the first half of 2017 if it were triggered. The company does not expect availability to fall below $12.5 million in 2017, but there is little room for negative variance in operating performance. There are no near-term maturities, but the whole capital structure matures in 2019. The B3 rating on the $360 million secured notes is in line with the corporate family rating as the notes represent the majority of debt in the company's capital structure, which also includes an unrated $100 million asset-based revolver. The secured notes are secured predominantly by a first lien on all real property and other assets of the company's domestic operations and the second lien on the ABL collateral. The $100 million ABL facility is secured predominantly by a first lien on the receivables and inventory of both domestic and Canadian subsidiaries. The negative outlook reflects negative pricing and demand trends in the CRB industry. The negative outlook also reflects expectations that liquidity may deteriorate further in early 2017 due to a first quarter interest payment, leaving little headroom for negative variance in operating performance. The ratings could be downgraded if operating environment deteriorates further and CRB prices continue to decline. The ratings could also be downgraded if free cash flow remains negative and company's debt/EBITDA rises above 7 times on a sustained basis. Moody's could stabilize the outlook if operating environment improves and the company starts generating positive free cash flow and availability under its revolver improves. An upgrade would require reduction in leverage below 5 times on a sustained basis, maintaining EBITDA margins above 9% and sustained free cash flow generation. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Headquartered in Bala Cynwyd, Pennsylvania, Paperworks is producer of coated recycled paperboard and folding cartons. Paperworks has been a portfolio company of Sun Capital Partners, Inc. since 2008. The company generated $620 million in revenue for the twelve months ended September 2016. PARAGON OFFSHORE: Inks Severance Deal with Former CEO Stilley ------------------------------------------------------------- Randall Stilley was no longer serving as Chief Executive Officer and President of Paragon Offshore plc effective Nov. 9, 2016. In connection with Mr. Stilley's departure as Chief Executive Officer and President of Paragon, on November 30, Paragon and two of its subsidiaries who are not debtors in Paragon's previously announced chapter 11 cases -- Paragon Offshore Services LLC and Paragon International Investment Limited -- entered into a Confidential Separation Agreement and General Release that, subject to certain terms and conditions, provides Mr. Stilley with (i) a one-time lump sum payment of $500,000; (ii) continued health insurance, dental and vision insurance coverage (through the Company's payment of the required COBRA payments) through November 30, 2017 or until Mr. Stilley is employed at a new employer that provides health insurance coverage, whichever occurs first; (iii) an acknowledgment from the Company that the Separation Agreement satisfies Mr. Stilley's obligation to execute a full release of claims as required by Section 1 of the Key Employee Retention Plan dated November 4, 2014, to prevent the forfeiture of the "Commitment Amount", as defined in the KERP, previously paid to Mr. Stilley pursuant to the KERP and that Mr. Stilley is entitled to keep such amount; and (iv) the vesting of 748,530 of Mr. Stilley's unvested time-vested restricted stock units awarded to him pursuant to the Paragon Offshore plc 2014 Omnibus Incentive Plan. The Separation Agreement also includes a general release of claims (including any claims related to Mr. Stilley's employment agreement with Paragon Offshore Services LLC dated September 16, 2014). A copy of the Separation Agreement is available at https://is.gd/hRtSm3 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Proposes Feb. 10 Claims Bar Date -------------------------------------------------- Paragon Offshore plc and its affiliated debtors ask the Delaware bankruptcy court to establish these deadlines for filing proofs of claim: (A) General Bar Date The Debtors request that the Court establish Feb. 10, 2017, at 5:00 p.m. (Prevailing Eastern Time) as the General Bar Date. The General Bar Date would be the date by which all entities, including governmental units, holding prepetition claims must file Proofs of Claim, so that such Proofs of Claim are actually received by the Debtors' notice and claims agent, Kurtzman Carson Consultants LLC, unless that entity's claim falls within one of the exceptions set forth in the Debtors' request. Subject to these exceptions, the General Bar Date would apply to all claims against the Debtors that arose or are deemed to have arisen on or before the Petition Date, including secured claims, unsecured priority claims, unsecured nonpriority claims, and rejection damage claims for executory contracts and unexpired leases that have already been rejected by order of the Court in these Chapter 11 Cases. (B) Amended Schedules Bar Date If the Debtors amend or supplement their Schedules to reduce the undisputed, noncontingent, and liquidated amount of a claim listed in the Schedules, to change the nature or classification of a claim against the Debtors reflected in the Schedules, or to add a new claim to the Schedules, the affected creditor is required to file a Proof of Claim or amend any previously filed Proof of Claim in respect of the amended scheduled claim on or before the later of (i) the General Bar Date and (ii) 5:00 p.m. (Prevailing Eastern Time) on the date that is 21 days from the date on which the Debtors provide notice of the amendment to the Schedules, so that such Proofs of Claim are actually received by KCC. (C) Rejection Damages Bar Date In the event a Debtor rejects any executory contracts or unexpired leases pursuant to section 365 of the Bankruptcy Code, Proofs of Claim asserted in connection with the rejection must be filed so that they are actually received by KCC on or before the later of (i) the General Bar Date and (ii) thirty (30) days after entry of any order authorizing the rejection of such executory contract or unexpired lease. A hearing on the request is set for Dec. 20. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Wants Cash Collateral Termination Date Extended ----------------------------------------------------------------- Paragon Offshore plc and its affiliated debtors recount that on Sept. 26, 2016, the Bankruptcy Court entered an order extending the "Termination Date" set forth in paragraph 11 of the Final Order (I) Authorizing the Debtors to Utilize Cash Collateral; And (II) Granting JPMorgan Chase Bank, N.A., As Administrative Agent for the Revolver Lenders and Collateral Agent for the Revolver Lenders and Term Loan Lenders, and Cortland Capital Market Services L.L.C. as Successor Administrative Agent for the Term Loan Lenders, Adequate Protection Pursuant to Sections 105, 361, 362, 363 and 507 of the Bankruptcy Code, to the earlier of (i) December 30, 2016 and (ii) the occurrence of a Termination Event. The Debtors note that their ability to use Cash Collateral remains critical to preserve and maintain their going concern value during this time. Absent authority to use Cash Collateral, even for a limited period of time, the continued operation of the Debtors' business would suffer, causing immediate and irreparable harm to the Debtors, their respective estates, and their creditors. By this Motion, the Debtors request a further extension of the status quo that was agreed to under the Final Cash Collateral Order, and extended under the First Extension Order, so they may continue to operate their business and, more importantly, emerge from chapter 11. Specifically, the Debtors seek a short extension of the Termination Date from December 30, 2016 to April 28, 2017. The proposed extension, the Debtors explain, does not change any of the material terms of the Final Cash Collateral Order and the Prepetition Secured Parties will remain adequately protected. For example, the Debtors note that their encumbered cash as of the commencement date was approximately $77.1 million and has now increased to approximately $228.2 million. The Prepetition Secured Parties will also continue to have, to the extent of diminution of their interests in the Prepetition Collateral, a replacement lien on the approximately $344 million of the Debtors' Unencumbered Cash. The Debtors contend that no party will be harmed by the relief requested, and that it is entirely appropriate to further extend the Termination Date to, among other things: (a) ensure that funds are immediately available for the Debtors' use to properly bring closure to these cases; and (b) adequately protect the Prepetition Secured Parties from any diminution in the value of their interests in the Prepetition Collateral. Under these circumstances, the relief requested is fair and reasonable and in the best interests of the Debtors' estates and creditors. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PEABODY ENERGY: Seeks to Repay $500M in DIP Loan Obligations ------------------------------------------------------------ Peabody Energy Corporation and its debtor-affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Missouri for, among other things, authority to pay in full all amounts outstanding under their DIP Credit Agreement prior to the scheduled maturity date and to confirm the Company's continued use of cash collateral. The Company expects that the repayment of its obligations under the DIP Credit Agreement will not impact the Company's rights and obligations under settlement agreements and consent orders with certain state environmental regulatory agencies, including the super-priority administrative claims granted pursuant to and in accordance with the those agreements and orders, as noted in the DIP Motion and proposed order. On May 18, 2016, the Bankruptcy Court entered an order approving the Superpriority Secured Debtor-in-Possession Credit Agreement, dated April 18, 2016, between the Company, as borrower, Citibank, N.A., as administrative agent and the lender parties thereto on a final basis. The Debtors relate that since the entry of the Final DIP Order, the performance of their business has exceeded projections for reasons including, but not limited to, unanticipated industry supply disruptions supporting a temporary significant increase in the price of seaborne thermal and metallurgical coal in particular. As of September 30, 2016, approximately $500 million in DIP Obligations remained outstanding and payable. If the Debtors repay these DIP Obligations prior to mid-January 2017 -- Repayment Date -- their estates will save in excess of $12 million in interest payments per quarter that would otherwise accrue and be payable on account of the DIP Facilities. Based upon the Debtors' current cash reserves and market conditions, the Debtors have determined that they will have a cash cushion sufficient to operate the Debtors' business during the course of these chapter 11 cases after the Debtors repay the DIP Obligations. The Debtors have determined that repayment of the DIP Obligations will not impact or require replacement of the outstanding letters of credit issued under the DIP L/C Facility. Following repayment of the DIP Obligations, the letters of credit will remain outstanding and will be cash collateralized at 105% of their face value. Accordingly, the Debtors have determined that the letters of credit will not require replacement and do not present an obstacle to repayment of the DIP Obligations. Further, the Debtors have concluded that, if required, they would be able to obtain a separate cash-collateralized letter of credit facility at a reasonable cost. The Debtors propose that their Motion be considered for approval at a hearing for Dec. 14, 2016 at 10:00 a.m. Objections, the Debtors propose, may be filed prior to the hearing. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PEABODY ENERGY: Seeks to Repay DIP Loans Before Maturity Date ------------------------------------------------------------- Peabody Energy Corporation, et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to pay in full all obligations under the DIP Documents prior to the scheduled maturity date of these DIP Obligations, confirm the Debtors' continued use of cash collateral, and confirm the continuation of the Bonding Superpriority Claims of the Bonding Beneficiaries. Tracy Rucinski of Reuters reported that the Debtors seek court approval to repay a $500 million term loan ahead of schedule because it has enough cash to operate in bankruptcy thanks to a rise in coal prices. The terms of the DIP Credit Agreement authorize the early repayment of the DIP Obligations, stating in relevant part: "The Borrower may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Commitments in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., New York City time, three (3) Business Days prior to the date of termination or reduction..." In the case that all obligations are repaid under Section 2.06 of the DIP Credit Agreement, the Maturity Date under the DIP Credit Agreement will occur. The DIP Credit Agreement states in relevant part "'Maturity Date' means the earliest of (a) April 18, 2017 [or] (b) the date of termination in whole of all of the Commitments pursuant to Section 2.06 . . ."). According to Steven N. Cousins, Esq., at Armstrong Teasdale LLP, in St. Louis, Missouri, since the entry of the Final DIP Order, the performance of the Debtors' business has exceeded projections for reasons including, but not limited to, unanticipated industry supply disruptions supporting a temporary significant increase in the price of seaborne thermal and metallurgical coal in particular. As of September 30, 2016, approximately $500 million in DIP Obligations remained outstanding and payable. If the Debtors repay these DIP Obligations prior to mid January 2017, their estates will save in excess of $12 million in interest payments per quarter that would otherwise accrue and be payable on account of the DIP Facilities, Mr. Cousins tells the Court. Based upon the Debtors' current cash reserves and market conditions, the Debtors have determined that they will have a cash cushion sufficient to operate the Debtors' business during the course of these chapter 11 cases after the Debtors repay the DIP Obligations, Mr. Cousins adds. The Debtors have determined that repayment of the DIP Obligations will not impact or require replacement of the outstanding letters of credit issued under the DIP L/C Facility. Following repayment of the DIP Obligations, the letters of credit will remain outstanding and will be cash collateralized at 105% of their face value, Mr. Cousins says. Accordingly, the Debtors have determined that the letters of credit will not require replacement and do not present an obstacle to repayment of the DIP Obligations. Further, the Debtors have concluded that, if required, the Debtors would be able to obtain a separate cash-collateralized letter of credit facility at a reasonable cost. The Debtors are also represented by Susan K. Ehlers, Esq., at Armstrong Teasdale LLP, in St. Louis, Missouri; Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Amy Edgy, Esq., and Daniel T. Moss, Esq., at Jones Day, in Washington, D.C. 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 (Bankr. E.D. Mo. Case No. 16-42529). 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. PEAK WEB: Needs Until February 28 to Obtain Plan Acceptances ------------------------------------------------------------ Peak Web LLC requests the U.S. Bankruptcy Court for the District of Oregon to extend until February 28, 2017, the time within which to obtain acceptance of its plan of reorganization. Absent an extension, the Debtor has until December 12, 2016 to obtain plan votes. The Debtor relates that it has filed its Plan of Reorganization on October 11, 2016, and the Court has set a hearing on Debtor's Disclosure Statement for December 8, 2016, which is only four days before Debtor's exclusive right to obtain acceptance of its Plan expires. The Debtor asserts that four days is insufficient time within which to obtain confirmation of the Plan in this case. The Debtor further relates that the claims bar date in this case was October 13, 2016, which was after the date by which the Debtor was required to file its Plan, such that 17 claims were filed after October 11, 2016, including several administrative expense claims. In addition, the Debtor relates that numerous parties have also interposed objections to the Debtor's proposed Disclosure Statement. Accordingly, the Debtor is in the process of revising its Plan and Disclosure Statement to address case developments and the issues raised since the filing of the original Plan and Disclosure Statement. About Peak Web Headquartered in Oregon, Peak Web, LLC, doing business as Peak Hosting, is a managed-service company that provides the servers, storage, network, datacenter, and staff for some of the largest online businesses. Peak's operations and engineering teams currently support 26 customers in industries spanning online and mobile gaming, finance, real estate, consulting, and big data companies. Peak has 50% of its data center pre-built and ready for new customers. This equates to about 100 racks of space, which can accommodate approximately 2,000 additional servers for the expansion of new and existing customers. Peak Web sought Chapter 11 creditor protection (Bankr. D. Ore. Case No. 16-32311) on June 13, 2016. The petition was signed by Jeffrey E. Papen as CEO. The case is assigned to Judge Peter C. McKittrick. The Debtor estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtor has engaged Tonkon Torp LLP as general counsel; Ropers Majeski Kohn Bentley PC as its special counsel; and Susman Godfrey LLP as its litigation counsel. The Debtor retained Cascade Capital Group, LLC as consultant and Mark Calvert as chief restructuring officer. Gail Brehm Geiger, acting U.S. trustee for Region 18, on June 24, 2016, appointed four creditors of Peak Web LLC to serve on the official committee of unsecured creditors. Lightower Fiber Networks was appointed on June 28 to serve on the official committee. The Committee retained Ball Janik LLP as counsel. PENNGOOD LLC: Unsecureds to Get $318K, Plus 60 Monthly Payments --------------------------------------------------------------- Penngood LLC filed with the U.S. Bankruptcy Court for the District of Columbia a disclosure statement explaining its chapter 11 plan of organization which proposes an immediate distribution to the creditors of $360,000, upon the effective date of the Plan, and a payment of $216,962 over the Plan term. Class 3 - general unsecured creditors will receive an immediate pro-rata distribution of $318,402 upon the effective date of the Plan sent to them directly by the debtor. Thereafter, they will receive a monthly pro rata distribution over the following sixty months as follows: $2,500.00 each month beginning Jan. 1 for the year 2017, $3,000.00 each month for the year 2018, $3,666.67 each month for the year 2019, $4,250.00 each month for the year 2020, and $5,000.00 each month for the year 2021, ending Dec. 31. Class 4 - equity owner of the debtor, Mr. Clyde Penn, who will retain his equity in the debtor, but will receive no distributions under the Plan in return for a voluntary salary reduction from $249,000 per year to $199,000 per year, and who will contribute an additional $20,000 to the Class 3 creditors in monthly installments of $372.86 for sixty months. The debtor is actively pursuing additional accounts with Federal agencies and is reasonably hopeful of obtaining contracts from these agencies, including the D.C Government. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/dcb16-00051-90.pdf About Penngood LLC Headquartered in Washington, DC, Penngood LLC dba Penn Good and Associates LLP derives its income primarily from government contracts, or from work done for companies who are themselves working on government contracts and has several promising opportunities to acquire new accounts and to expand its business in this area. It filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No. 16-00051) on Feb. 15, 2016, listing $1.85 million in total assets and $4.42 million in total liabilities. The petition was signed by Clyde H. Penn Jr., owner. PHARMACYTE BIOTECH: Incurs $974,000 Net Loss in Second Quarter -------------------------------------------------------------- Pharmacyte Biotech, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $974,551 on $0 of revenue for the three months ended Oct. 31, 2016, compared to a net loss of $1.63 million on $0 of revenue for the three months ended Sept. 30, 2015. For the six months ended Oct. 31, 2016, the Company reported a net loss of $2 million on $0 of revenue compared to a net loss of $3.15 million on $0 of revenue for the six months ended Oct. 31, 2015. As of Oct. 31, 2016, Pharmacyte had $6.73 million in total assets, $448,990 in total liabilities and $6.28 million in total stockholder's equity. As of Oct. 31, 2016, the Company had an accumulated deficit of $86,698,134. During the six months ended Oct. 31, 2016, approximately $1.3 million of funding was provided by investors to maintain and expand the Company's operations. The remaining challenges, beyond the regulatory and clinical aspects, include accessing funding for the Company to cover its future cash flow needs. During the six months ended Oct. 31, 2016, the Company acquired funds through the Company's S-3 Registration Statement pursuant to which its exclusive placement agent, Chardan Capital Markets, LLC, sold shares of common stock "at-the-market" or in negotiated block trades in a program which is structured to provide up to $50 million dollars to the Company less certain commissions. "The Company requires substantial additional capital to finance its planned business operations and expects to incur operating losses in future periods due to the expenses related to the Company's core businesses. The Company has not realized material revenue since it commenced doing business in the biotechnology sector, and there can be no assurance that it will be successful in generating revenues in the future in this sector. The Company believes that cash as of October 31, 2016, any sales of unregistered shares of its common stock and any public offerings of common stock the Company may engage in will provide sufficient capital to meet its capital requirements and to fund its operations through October 31, 2017. However, the Company's ability to raise additional capital is limited by its inability to use a short form registration statement on Form S-3. As of the date of this Report, the Company does not meet the eligibility requirements in order for it to be able to conduct a primary offering of its common stock under Form S-3 or to file a new Registration Statement on Form S-3. The Company may be able to regain the use of Form S-3 if it meets one or both of the eligibility criteria, including: (i) the aggregate market value of the Company's common stock held by non-affiliates exceeds $75 million; or (ii) the common stock is listed and registered on a national securities exchange. "If the Company is not able to raise substantial additional capital in a timely manner, the Company may not be able to commence or complete its planned clinical trials and preclinical studies. "The Company will continue to be dependent on outside capital to fund its research and operating expenditures for the foreseeable future. If the Company fails to generate positive cash flows or fails to obtain additional capital when required, the Company may need to modify, delay or abandon some or all of its business plans," as disclosed in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/RCKgva About PharmaCyte Biotech PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is dedicated to bringing to market scientifically derived products designed to improve the health, condition and well-being of those who use them. The Company is a clinical stage biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes based upon a proprietary cellulose-based live-cell encapsulation technology known as Cell-in-a-Box. The Company intends to use this unique and patented technology as a platform upon which to build treatments for several types of cancer, including advanced, inoperable pancreatic cancer, and diabetes. Pharmacyte reported a net loss of $6.06 million on $0 of revenue for the year ended April 30, 2016, compared to a net loss of $9.92 million on $0 of revenue for the year ended April 30, 2015. PINE KNOLL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Pine Knoll Apartments, LLC 7393 Tara Road Jonesboro, GA 30236 Case No.: 16-71788 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Frank G. Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 1117 Perimeter Center West, Suite W212 Atlanta, GA 30338 Tel: (404) 262-7373 Fax: (404) 262-9911 E-mail: fnason@lcenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mike Kohn, manager, STOWA Member, LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb16-71788.pdf POSITIVEID CORP: Enters Into $184K Note Purchase Agreement ---------------------------------------------------------- PositiveID Corporation closed a securities purchase agreement with ADAR BAYS, LLC, providing for the purchase of three convertible redeemable notes in the aggregate principal amount of $183,750, with the first note being in the amount of $52,500, the second note being in the amount of $52,500, and the third note being in the amount of $78,750. Note I has been funded, with the Company receiving $50,000 of net proceeds (net of original issue discount). Note II will initially be paid for by the issuance of an offsetting $50,000 secured note issued to the Company by the Investor, and Note III will initially be paid for by the issuance of an offsetting $75,000 secured note issued to the Company by the Investor. The funding of Note II and Note III is subject to the mutual agreement of the Investor and the Company. The Investor is required to pay the principal amount of the Secured Notes in cash and in full prior to executing any conversions under Note II and Note III. The Notes bear an interest rate of 10%, and are due and payable on Nov. 30, 2017. The Notes may be converted by the Investor at any time into shares of Company's common stock (as determined in the Notes) calculated at the time of conversion, except for Note II and Note III, which require full payment of the Secured Notes by the Investor before conversions may be made. The Notes (subject to funding in the case of Note II and Note III) may be converted by the Investor at any time into shares of Company's common stock at a price at a price equal to 65% of the lowest closing bid price of the common stock as reported on the OTC Link ATS owned by OTC Markets Group for the 15 prior trading days including the day upon which a notice of conversion is received by the Company. The Notes are long-term debt obligations that are material to the Company. The Notes may be prepaid in accordance with the terms set forth in the Notes. The Notes also contain certain representations, warranties, covenants and events of default including if the Company is delinquent in its periodic report filings with the Securities and Exchange Commission, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults. In the event of default, at the option of the Investor and in the Investor's sole discretion, the Investor may consider the Notes immediately due and payable. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $11.5 million on $2.94 million of revenues for the year ended Dec. 31, 2015, compared with a net loss attributable to common stockholders of $8.22 million on $945,000 of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, PositiveID had $2.61 million in total assets, $12.93 million in total liabilities, and a total stockholders' deficit of $10.32 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss, and used cash for operating activities of approximately $11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31, 2015, the Company had a working capital deficiency, a stockholders' deficit and an accumulated deficit of approximately $10,694,000, $11,842,000 and $144,161,000 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. QTS REALTY: Moody's Raises CFR to 'B1' on Sound Operations ---------------------------------------------------------- Moody's Investors Service upgraded QTS Realty Trust, Inc. corporate family rating to B1 from B2 and its operating subsidiary, QualityTech, L.P.'s, senior unsecured debt rating to B1 from B2. The rating outlook is stable. The ratings upgrade reflects QTS's consistently sound operating performance, progress in growing the size of its data center portfolio on a leverage-neutral basis, as well as improvements in geographic and asset diversification through a combination of acquisitions and organic growth over the past two years. Furthermore, the upgrade incorporates Moody's expectations for ongoing and steady improvements in the REIT's utilization on the newly acquired Piscataway and the recently launched Chicago data centers, which should lead to improved profitability over time. QTS has made significant progress in growing the size and quality of its portfolio. The REIT doubled its adjusted gross assets to $2.2 billion as of 3Q16 from $1.1 billion as of 1Q14. During this timeframe the REIT expanded its footprint to include four data centers internationally (Canada, Netherlands, Hong Kong and the UK) and twenty data centers across the U.S. as of Sept. 30, 2016 from a portfolio of 10 domestic data centers at 1Q14. Management has exhibited good operating and fiscal discipline by maintaining sound liquidity and steady credit metrics as it managed its growth. The REIT's effective leverage (debt plus preferred stock as a % of gross assets) improved to a modest 43% at 3Q16, down from 51% at the end of 2014, supported by significant common equity issuances over the past two years ($276 million for the first nine months of 2016 and $369 million in 2015). The REIT's 3Q16 net debt to EBITDA was moderate at 5.1x. Moody's expects that leverage will be maintained around 5.5x even as QTS continues to invest in redevelopment projects in the next 12-18 months. All the metrics include Moody's operating lease adjustments. These ratings were upgraded: -- QTS Realty Trust, Inc. -- corporate family rating to B1 from B2 -- QualityTech, L.P. -- senior unsecured rating to B1 from B2 RATING RATIIONALE QTS Realty's B1 rating reflects the REIT's fully integrated platform that offers wholesale colocation (C1), retail colocation (C2) services, as well as cloud and managed services (C3). The REIT's rating is further supported by its diversified tenant base, large unencumbered asset pool that represents nearly 98% of adjusted gross assets and manageable near-term debt maturities. These strengths are counterbalanced by the REIT's modest scale, and still meaningful asset concentration. QTS's two largest properties, Atlanta-Metro and Atlanta-Suwanee, GA data centers contributed 32% and 18% of the first nine months of FY2016 NOI, respectively. Asset concentration as measured by annualized base rent is somewhat lower but still significant, with Atlanta-Metro and Atlanta-Suwanee data centers contributing 26% and 16% of 3Q16 annualized rent, respectively. The REIT's asset concentration has improved as a result of the acquisitions and expansion of its recently developed data centers in Dallas and Richmond over the last two years and will continue to improve as QTS achieves higher utilization at the recently acquired Piscataway data center and a new facility in Chicago that was launched in July 2016. However, asset concentration is still significant and remains a key credit concern, and the REIT's modest size will continue to be a disadvantage. QTS's upcoming lease maturities also present a credit challenge. Approximately 40% of the REIT's portfolio (as defined by 3Q16 annualized rental revenue) will roll through 2017 and nearly 66% - by the end of 2018. Due to the shorter lease terms (up to three years) for the C2 and C3 clients, which represent 60% of QTS's annualized rental revenues as of 3Q16, these business segments have the potential to create cash flow volatility versus the traditional C1 product which has lease terms of five to ten years. The rating outlook is stable reflecting Moody's expectation that QTS will continue to capitalize on strong demand for outsourced server and storage device capacity. The stable rating outlook also incorporates our expectation that QTS will continue to prudently grow and diversify while maintaining steady to improving leverage, adequate liquidity and improving profitability margins over time. To achieve an upgrade, QTS will need to demonstrate its ability to profitably grow its asset base while significantly improving asset diversity. To the extent asset concentration and scale concerns are effectively mitigated, upward ratings momentum could develop if QTS improves and sustains its EBITDA margin at 50%, maintains fixed charge coverage above 4.5x and sustain net debt/EBITDA under 5x (including Moody's operating lease adjustment). The rating would be lowered if QTS's financial performance were to deteriorate such that net debt to EBITDA rose above 6.5 times (including Moody's operating lease adjustment) or EBITDA margin declined to 40%. QTS ratings could be downgraded if the REIT experiences higher than expected churn and customer defections, or if industry oversupply results in competitive pricing pressures and deterioration in profitability or strained liquidity. Large debt financed acquisitions could also result in a ratings downgrade. Moody's last rating action with respect to QTS was on July 10, 2014, when the rating agency assigned a B2 CFR to QTS Realty Trust, Inc. and B2 rating to QualityTech, L.P.'s senior unsecured bond, with stable outlook. The principal methodology used in this rating was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. QTS Realty Trust, Inc. [NYSE: QTS], headquartered in Overland Park, Kansas, USA, is a data center REIT with a fully integrated platform that offers wholesale colocation services, retail colocation services to its customers, as well as cloud and managed services. QTS owns, operates or manages 24 data centers in North America, Europe and Asia Pacific as of Sept. 30, 2016. QUATTRO EXPLORATION: Claims Bar Date Set for December 21 -------------------------------------------------------- The Court of Queen's Bench of Alberta ordered that Hardie & Kelly Inc., the court-appointed monitor of QUATTRO Exploration and Production, assist the company with conducting a claims procedure with respect to claims against the Company and its present and former directors and officers. All proofs of claim must be filed on Dec. 21, 2016, at 5:00 p.m. (Mountain Time). The claims procedure order, the claims package, additional proofs of claim and related materials may be accessed from the monitor's website at: http://insolvency.net/quattro-exploration-production-ltd/ There is currently no proposed plan under the Companies' Creditors Arrangement Act or any other contemplated distribution The monitor can be reached at: Hardie & Kelly Inc. 110, 5800 - 2nd Street SW Calgary, AB T2H 0H2 Attention: Charla Smith Tel: 403-536-8506 Fax: 403-640-0591 Email: quattroclaims@insolvency.net Based in Calgary, Canada, QUATTRO Exploration and Production Ltd. -- http://www.qxp-petro.com-- explores and develops oil and gas properties. QVL PHARMACY: Hires KCP Advisory's Jacen Dinoff as CRO ------------------------------------------------------ QVL Pharmacy Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Jacen Dinoff of KCP Advisory Group, LLC as chief restructuring officer to the Debtor. QVL Pharmacy requires Jacen Dinoff of KCP Advisory to: a. prepare any further amendments to the Debtor's Schedules of Assets and Liabilities and Statement of Financial Affairs; b. assist in the preparation of The Office of the United States Trustee's Monthly Operating Reports; c. provide financial and background information of the Debtor necessary for the approval of the Debtor's Third Amended Plan of Reorganization and, subject to confirmation, serve as liquidating trustee under the Third Amended Plan of Reorganization; d. assist with the claims resolution process; e. oversee the continued retention of the Debtor's books, records and intellectual property; and f. analyze of the collectability of Debtor's accounts receivable. KCP Advisory will be paid at these hourly rates: Jacen Dinoff $300 Other Professionals $225-$275 KCP Advisory will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacen Dinoff, member of KCP Advisory Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. KCP Advisory can be reached at: Jacen Dinoff KCP ADVISORY GROUP, LLC 2400 District Avenue, Suite 215 Burlington, MA 01803 Tel: (781) 313-8123 E-mail: jdinoff@kcpadvisory.com About QVL Pharmacy QVL Pharmacy Holdings, Inc., based in Boston, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14983) on Dec. 29, 2015. Prior to the Petition Date, the Debtor operated a chain of retail pharmacies in Texas and Louisiana specializing in hard-to-find medications (including controlled medications) and dispensing written prescriptions. By December 31, 2014, the Debtor had closed or sold all of its operating pharmacies and now has a plan to develop its intellectual property and knowhow into a software product for sale or license to retail pharmacies. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Chad Collins, director. The Hon. Frank J. Bailey presides over the case. The Debtor is represented by Stephen F. Gordon, Esq., Todd B. Gordon, Esq., and Katherine P. Lubitz, Esq., at The Gordon Law Firm LLP. The Debtor has tapped Robert P. Mahoney at Hillcrest Capital as Chief Restructuring Officer. No Official Committee of Unsecured Creditors was appointed in this case. RAILYARD COMPANY: Trustee's Bid to Junk Equity Partners' Suit OK'd ------------------------------------------------------------------ Judge William P. Johnson of the United States District Court for the District of New Mexico granted Craig Dill's motion to dismiss the case captioned STEVE DURAN et al., Plaintiffs, v. CRAIG DILL, Chapter 11 Trustee, Defendant, Case No. 1:16-cv-00928-WJ-KK (D.N.M.). The plaintiffs, Steve Duran, David Duran, and Rick Jaramillo are equity partners of the debtor, the Railyard Company, LLC, of Santa Fe, New Mexico. On June 15, 2016, the United States Trustee filed its Amended Application for Approval of Appointment of Chapter 11 Trustee wherein it requested the Bankruptcy Court's approval of the appointment of Mr. Dill as Chapter 11 Trustee. The plaintiffs filed a Complaint for Breach of Fiduciary Duty in the district court on August 15, 2016, alleging that Craig Dill, who was appointed as the Chapter 11 Trustee for the debtor's bankruptcy estate, breached his fiduciary duties because he is "not disinterested." The plaintiffs requested that the court rescind Dill's appointment as Chapter 11 Trustee. In the Complaint, the plaintiffs claimed that Dill is not a disinterested person because he has materially adverse interests indicated by his allegedly prejudiced statements against the plaintiffs and the Railyard Company. The plaintiffs insisted that Dill's numerous prejudiced statements against the interests of the plaintiffs and the Railyard Company, as well as his dependency on income from the Office of the U.S. Trustee render him far from disinterested and thus unqualified to serve as Chapter 11 Trustee. Dill filed a Motion to Dismiss for Failure to State a Claim on October 26, 2016. Dill made four principal arguments in support of his Motion to Dismiss: (1) For failure to state a claim under Fed. R. Civ. P. 12(b) (6) based on the quasi-judicial immunity of Dill as an officer of the Court. (2) For lack of subject matter jurisdiction pursuant to Fed. R. Civ. P. 12(b)(1) for failure to obtain the Bankruptcy Court's permission to sue a bankruptcy trustee. (3) For insufficient process under Fed. R. Civ. P. 12(b)(4) for failure to obtain a proper summons. (4) For insufficient service of process under Fed. R. Civ. P. 12(b)(5) for failure to serve a proper summons and complaint on Dill. Judge Johnson agreed with Dill that, as Trustee, he is immune from suit. The judge held that the plaintiffs' claims against Dill are barred because he is entitled to quasi-judicial immunity as an officer of the Court. More specifically, the judge stated that Dill enjoys quasi-judicial immunity from suit for acts committed within the scope of his official duties and, even accepting all factual allegations as true, the Complaint does not allege he committed any acts outside those duties. Judge Johnson also found that the District Court has no subject matter jurisdiction over the case under a doctrine articulated by the United States Supreme Court in Barton v. Barbour, 104 U.S. 126, 136 (1881). The Barton doctrine requires that "before suit is brought against a receiver leave of the court by which he was appointed must be obtained." The judge found that, as Mr. Dill noted, there is no evidence or argument showing that the plaintiffs sought permission from the District Court or the Bankruptcy Court to sue Dill based on acts allegedly done in Dill's capacity as Trustee. Moreover, the judge also stated that, as alleged in the Complaint, each of Dill's acts that the plaintiffs challenged occurred in Dill's official capacity as Trustee. In support of its third argument, Dill argued that no summons has been issued by the Clerk of the District Court, so the plaintiffs have failed to comply with the Federal Rules of Civil Procedure and process is insufficient. Judge Johnson agreed, and dismissed the Complaint under Fed. R. Civ. P. 12(b)(4), which provides the basis for dismissal based on insufficient process. The judge noted that to date, the docket does not reflect that a proper summons has been issued by the Clerk of this Court. Lastly, Judge Johnson held that Dill correctly pointed out that Fed. R. Civ. P. 4(c) requires that a summons must be served with a copy of the Complaint. Because no summons has been issued by the Clerk, the judge concluded that service of the summons and Complaint cannot have been made upon Dill. A full-text copy of Judge Johnson's November 16, 2016 memorandum opinion is available at https://is.gd/qpLxYU from Leagle.com. Craig Dill is represented by: Leslie D. Maxwell, Esq. Thomas D. Walker, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette NW Suite 650 Albuquerque, NM 87102 Tel: (505)766-9272 Email: lmaxwell@walkerlawpc.com twalker@walkerlawpc.com About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RANCHO PALOMITA: Hearing on Plan Disclosures To Be Held on Jan. 17 ------------------------------------------------------------------ The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona has scheduled for Jan. 17, 2016, at 1:30 p.m., the hearing to consider the approval of Rancho Palomita Advisors, LLC's first amended disclosure statement dated Nov. 7, 2016, referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed no later than five business days prior to the hearing. As reported by the Troubled Company Reporter on Nov. 17, 2016, the Debtor filed with the Court a first amended disclosure statement for the Debtor's first amended plan of reorganization dated Nov. 7, The Amended Plan provides for a new class of claims -- Class Five (Secured Claim of the Town of Marana) -- consisting of the allowed secured claim of Marana to the extent of the value of the secured creditor's interest in the Debtor's interest in the real property with a secured lien on 7702 W. Tangerine Road, in Marana, Arizona. About Rancho Palomita Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016. The petition was signed by Richard A. Spross, managing member. The Debtor is represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC. The case is assigned to Judge Scott H. Gan. The Debtor disclosed zero assets and total debts of $1.62 million. No official committee of unsecured creditors has been appointed in the case. RECYCLING GROUP: Hires Statman Harris as Bankruptcy Counsel ----------------------------------------------------------- Recycling Group, Ltd, seeks authority from the U.S. Bankruptcy Court for the Southern District of Ohio to employ Statman Harris & Eyrich LLC as bankruptcy counsel to the Debtor. Recycling Group requires Statman Harris to: (a) advise the Debtor with respect to their rights, powers, and duties in this case; (b) advise and assist the Debtor in the preparation of their petition, schedules, and statement of financial affairs; (c) assist and advise the Debtor in connection with the administration of the case; (d) analyze the claims of the creditors in the case, and negotiate with such creditors; (e) investigate the acts, conduct, assets, rights, liabilities, and financial condition of the Debtor; (f) advise and negotiate with respect to the sale of any or all assets of the Debtor; (g) investigate, file, and prosecute litigation of behalf of the Debtor; (h) propose a plan of reorganization; (i) appear and represent the Debtor at hearings, conferences, and other proceedings; (j) prepare and review motions, applications, orders, and other pleadings filed with the Court; (k) institute or continue any appropriate proceedings to recover assets of the estate; and (l) perform any and all other legal services as may be required that are in the best interest of the estate or its creditors. Statman Harris will be paid at these hourly rates: Partners $225-$500 Associates $150-$395 Paraprofessionals $80-$110 Statman Harris will be paid a retainer in the amount of $15,000. Statman Harris will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan J. Statman, member of Statman Harris & Eyrich LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Statman Harris can be reached at: Alan J. Statman, Esq. STATMAN HARRIS & EYRICH LLC 3700 Carew Tower, 441 Vine Street Cincinnati, OH 45202 Tel: (513) 621-2666 Fax: (513) 621-4896 E-mail: ajstatman@statmanharris.com 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. RELIABLE HUMAN: Dec. 15 Hearing to Determine PCO Appointment Set ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota will hold a hearing on December 15, 2016, to determine whether the appointment of a patient care ombudsman is not necessary for the protection of the clients of Debtor Reliable Human Services, Inc. The Court noted that any response or objection to the Debtor's motion for determination that a patient care ombudsman is not necessary must be filed no later than December 9, unless a response or objection opposing the motion is timely filed, the court may grant the motion without a hearing. The Debtor asserts that appointment of a patient care ombudsman is not necessary to protect the its clients. The Debtor relates that its bankruptcy filing was caused by tax liabilities. The Debtor says there is no indication of poor patient care that contributed in any way to the filing of Chapter 11. In addition, the Debtor does not maintain any facilities to perform services for clients. The Debtor is subject to Medicare inspections in connection with the maintenance of its Medicare certification. Thus, under the present circumstances, the Debtor believes that a patient care ombudsman is not necessary to protect its clients. The Debtor is represented by: Steven B. Nosek, Esq. STEVEN B. NOSEK, P.A. 2855 Anthony Lane South, Suite 201 St. Anthony, MN 55418 Tel.: (612) 335-9171 Email: snosek@noseklawfirm.com About Reliable Human Services Reliable Human Services, Inc. filed a Chapter 11 petition (Bankr. D. Minn. Case No. 16-43368) on November 15, 2016. RICHARD DADASIEWICZ: Plan Outline Okayed, Plan Hearing on Jan. 11 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona will consider initial confirmation of the Chapter 11 plan of Richard James and Denise Dadasiewicz at a hearing on January 11, at 10:00 a.m. The hearing will be held at Courtroom 446, 38 South Scott Avenue, Tucson, Arizona. The court had earlier approved the Debtors' disclosure statement, allowing them to start soliciting votes from creditors. The November 17 order fixed the last day for casting votes and for filing objections to the plan at five business days prior to the hearing. Under the proposed plan, each holder of Class 5 general unsecured claim will receive its pro rata share of monthly payments of $100 for a period of 60 months. The first payment will commence the first full month following the effective date of the plan. About Richard James Dadasiewicz Richard James and Denise Dadasiewicz filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-13022) on Oct. 12, 2015. The Debtors are represented by C.R. Hyde, Esq., at the Law Offices of C.R. Hyde, PLC. The case is assigned to Judge Brenda Moody Whinery. RICHARD SAMUEL LOPEZ: Disclosures OK'd; Plan Hearing on Jan. 19 --------------------------------------------------------------- The Hon. Scott H. Yun of the U.S. Bankruptcy Court for the Central District of California has approved Richard Samuel Lopez's first amended disclosure statement describing the first amended Chapter 11 plan of reorganization dated Sept. 23, 2016. A hearing to consider the confirmation of the Plan will be held on Jan. 19, 2017, at 1:30 p.m. Ballots and objections to the plan confirmation are due by Dec. 22, 2016. The ballot summary and confirmation brief are due by Dec. 29, 2016. Oppositions to the confirmation are due by Jan. 12, 2017. Richard Samuel Lopez filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-17262) on July 21, 2015. RICK KHOMAL BENISASIA: CarMax's Loan To Be Paid in Full ------------------------------------------------------- Rick Khomal and Prabhjot Kaur Benisasia filed with the U.S. Bankruptcy Court for the Southern District of Florida a first amended disclosure statement dated Nov. 21, 2016, for the Debtors' plan of reorganization filed on Nov. 21, 2016. Class 2- Allowed Secured CarMax Business Services, LLC, Claim are unimpaired and not entitled to vote to accept or reject Plan. On the Effective Date, Class 2 will continue to receive payment in accordance with the loan documents, as the Debtor is current on the loan, in the amount of $650.32 until paid in full. The Debtors will maintain insurance on this property in accordance with U.S. Trustee Guidelines. Funds to be used to make cash payments under the Plan shall derive from income of the Debtors. This income will derive on a 1099 basis from the continued operation of Seaspray which owns a hotel property on the ocean in Palm Beach County, Florida. To the extent that this property is foreclosed upon or sold, the Debtors will re-enter the workforce based upon their prior experience in real estate, business, accounting, mortgage, and computer programming as well as prior experience with managing a marina and thereby generate income. During any "lag time" between the loss of the Seaspray property and the start of the new businesses and income therefrom, the Debtors will be relying upon their mother (who is independently wealthy) who is ready, willing and able, to support them and this Plan and will execute an affidavit or support. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-11593-79.pdf About The Benisasias Rick Khomal and Prabhjot Kaur Benisasia are residents of Palm Beach County, Florida, who own and manage Seaspray Resort, Ltd. Seaspray, a company previously in bankruptcy, owns a commercial property and operates as a hotel and resort facility, which the Debtors manage, with restaurant space and one manager's apartment. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-11593) on Feb. 3, 2016. ROBERT LEE ALDERMAN: Plan Outline Okayed, Plan Hearing on Jan. 19 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will consider approval of the Chapter 11 plan of reorganization of Robert Lee and Noni Elizabeth Alderman at a hearing on January 19, at 1:00 p.m. The court had earlier approved the Debtors' disclosure statement, allowing them to start soliciting votes from creditors. The November 17 order set a December 30 deadline for creditors to cast their votes and file their objections. About The Aldermans Robert Lee Alderman aka Robert L. Alderman and Noni Elizabeth Alderman aka Noni E. Alderman filed for bankruptcy protection (Bankr. C.D. Calif. Case No. 14-12922). The Debtors are represented by: Philip D. Dapeer, Esq. PHILIP D. DAPEER A Law Corporation 2625 Townsgate Road, Suite 330 Westlake Village, California 91361-5749 Tel: (323) 954-9144 Fax: (323) 954-0457 ROBERT THOMAS LAMPE: To Fund Plan Through Businesses, Employment ---------------------------------------------------------------- Robert Thomas Lampe, Mariah Farms, Inc., and Whirlwind Farms, Inc., filed with the U.S. Bankruptcy Court for the District of Kansas a combined disclosure statement dated Nov. 21, 2016, referring to the Debtors' plan of reorganization. The Disclosure Statement did not provide any information regarding recovery of creditors. The Debtors propose to fund the execution of the Plan by continuing the Debtors' businesses and employments, and to make the payments provided for under the Plan out of the income arising from the activities. The Disclosure Statement is available at: http://bankrupt.com/misc/ksb16-10621-161.pdf Robert Thomas Lampe has been involved in farming all of his life. At the age of 14, he purchased his first real estate and still owns and farms that tract. His father, John, worked with him farming until John passed away in 1984. In 1978, Mr. Lampe formed Whirlwind Farms, Inc. Mr. Lampe is the sole officer, director, and stockholder of Whirlwind. In 1993, Mr. Lampe and his mother, Clara, formed Mariah Farms, Inc., a Sub-Chapter S corporation for federal income tax purposes. Clara passed away in 2008 and after her death, Mr. Lampe became and remains the sole officer, director, and stockholder of Mariah. Mr. Lampe will retain all of his capital stock in Mariah and in Whirlwind under the Plan. The Debtors produce crops and livestock near Kendall, Kansas. In addition to farming the real estate which the Debtors own, the Debtors also farm 3,274 acres of cropland and lease an additional 700 acres of pasture as part of their livestock operations. Mr. Lampe filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 16-10621) on April 12, 2016. Headquartered in Kendall, Kansas, Mariah filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 16-10622) on April 12, 2016, estimating its assets and liabilities at between $1 million and $10 million each. Headquartered in Kendall, Kansas, Whirlwind filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 16-10623) on April 12, 2016, estimating its assets and liabilities at between $1 million and $10 million each. Judge Robert E. Nugent presides over the cases. David R. Klaassen, Esq., who has an office in Marquette, Kansas, serves as the Debtors' bankruptcy counsel. The petitions were signed by Robert Thomas Lampe, president. On June 9, 2016, the Court ordered that the cases be jointly administered. ROWAN COMPANIES: Moody's Assigns B1 Rating on New $400MM Sr. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Rowan Companies, Inc.'s proposed $400 million senior notes. Net proceeds from the new notes and balance sheet cash will be used to fund a $750 million tender offer for the existing $358 million 5% senior notes due 2017, a portion of the 7.875% senior notes due 2019 subject to a $100 million cap, a portion of the 4.875% senior notes due 2022 subject to a $235 million cap, and a portion of the 4.75% senior notes due 2024 subject to a $50 million cap. All existing ratings, including the B1 Corporate Family Rating (CFR), are unchanged and the outlook remains stable. Moody's ratings are subject to review of all final documentation, and the final amount of tendered notes and new notes issuance. "The successful closing of the senior notes offering and the concurrent tender offer will result in a modest reduction in debt balances and improve Rowan's debt maturity profile," said Amol Joshi, Moody's Vice President. "The weak fundamentals associated with the offshore drilling market exacerbated by the subdued commodity price outlook continue to constrain Rowan's ratings." RATINGS RATIONALE The new $400 million senior notes will be pari passu with the company's existing and future senior indebtedness. Additionally, the new notes will have a Change of Control provision. The new senior notes as well as the existing senior notes are each rated B1, consistent with the CFR. The company's revolving credit facility is also unsecured and pari passu with the senior notes. Rowan's B1 CFR reflects the high likelihood that Rowan's cash flow and leverage metrics will significantly deteriorate as existing contracts roll-off, combined with the muted outlook for utilization rates and dayrates at least through 2018. The rating is supported by Rowan's business profile, which is underpinned by its leading market position as a provider of high-specification and premium jackup drilling rigs to the offshore market. The company has a reputation for its operational expertise and for having a relatively young rig fleet that is geographically well-diversified. A joint venture with Saudi Aramco will own, operate and manage jack-up drilling rigs in Saudi Arabia, which is anticipated to commence operations in the second quarter of 2017. The company's diversification into the ultra-deepwater drillship market beginning in 2014 has long term benefits in a more stable offshore drilling rig demand environment. Rowan's anticipated cash flow in 2017 and beyond could be dented by further contract cancellations or "blend and extend" type contract renegotiations. Rowan's SGL-1 Speculative Grade Liquidity Rating reflects our expectation that the company will maintain very good liquidity through 2017. With no new builds to be funded, the company's capital expenditure requirements will remain at maintenance levels and can be comfortably funded using operating cash flow or cash balances. External liquidity is available through a revolving credit facility with a $1.5 billion borrowing capacity through Jan. 23, 2019, dropping to $1.44 billion through Jan. 23, 2020, and to $1.29 billion through Jan. 23, 2021. As of Nov. 1, 2016, the company had over $1.2 billion in cash and full availability under the revolving credit facility which we expect to remain undrawn through 2017. The credit facility requires that the company's debt-to-book capitalization ratio remain below 60%, which Rowan was in compliance at Sept. 30, 2016, with a ratio of 34%. Pro forma for the proposed issuance and the concurrent tender offer, there are no debt maturities until 2019 when the 7.785% senior notes mature, and we do not expect Rowan to encounter difficulty in complying with its covenants through 2017. While challenging given the market conditions for offshore drilling rigs, additional liquidity could be provided from asset sales as the company's assets are not pledged as collateral to any of its debt. The stable outlook reflects Rowan's very good liquidity, including its significant cash balances. The ratings could be downgraded if EBITDA to interest expense cannot be sustained above 2x with no near-term catalyst for improvement. Any material leveraging acquisition could lead to a possible downgrade. An upgrade could be considered if the debt/EBITDA ratio can be sustained below 5x in a stable to improving industry environment. The principal methodology used in this rating was Global Oilfield Services Industry Rating Methodology published in December 2014. Rowan is a global provider of offshore contract drilling services. ROWAN COS: S&P Lowers CCR to 'B+'; Outlook Stable ------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Rowan Cos. Inc. to 'B+' from 'BB'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'B+' from 'BB'. The recovery rating on this debt is '4', reflecting S&P's expectation of meaningful (30% to 50%, upper half of the range) recovery to creditors in the event of a payment default. S&P has also assigned a 'B+' issue-level rating and '4' recovery rating to the company's proposed $400 million senior unsecured notes issue due 2025. "The downgrade reflects our revised assessment for Rowan's business risk profile and our revised utilization assumptions for the company's uncontracted fleet, which results in higher leverage than we had previously anticipated in 2018 and 2019," said S&P Global Ratings credit analyst Carin Dehne-Kiley. Although Rowan has taken steps to respond to the market downturn, such as reducing operating costs and capital spending, and entering into "blend and extend" agreements for some of its contracted rigs, entering into a joint venture with Saudi Aramco and redeeming medium-term debt, S&P believes demand for offshore contract drilling services will remain oversupplied and depressed until at least late 2019. The stable rating outlook on Rowan reflects S&P's expectation that the company's credit measures will remain appropriate for the rating over at least the next 12-18 months. S&P projects that FFO/debt will be in the 25% to 30% range in 2016, dropping to below 12% next year as utilization and dayrates decline. S&P would consider a downgrade if the company's FFO/debt fell and remained well below 12% without a clear path to improvement, or if liquidity deteriorated. This would most likely occur if the company's fleet utilization was lower than S&P's current expectation in 2018 and 2019. S&P could raise the rating if it expected Rowan to maintain FFO/debt to remain above 12% for a sustained period, which would most likely occur in conjunction with an offshore drilling recovery. RYCKMAN CREEK: Hires Todd Moser as Chief Financial Officer ---------------------------------------------------------- Ryckman Creek Resources, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Todd Moser as chief financial officer to the Debtors. Todd Moser's primary place of employment is in Harris County, Texas. Todd Moser will receive a minimum annualized base salary of $215,000, and a bonus compensation of up to 35% of his base salary. Ryckman Creek Resources, LLC is represented by: Sarah E. Pierce, Esq. Alison M. Keefe, Esq. One Rodney Square SKADDEN ARPS SLATE MEAGHER & FLOM LLP Wilmington, DE 19899-0636 Tel: (302) 651-3000 Fax: (302) 651-3001 About Ryckman Creek Resources, LLC Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total assets of more than $205 million and total debts of more than $391.2 million. On February 12, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. Counsel for the Committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq., David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The Committee retained Alvarez & Marsal, LLC, as financial advisors. RYCKMAN CREEK: Hires William A. Lang as Chief Executive Officer --------------------------------------------------------------- Ryckman Creek Resources, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ William A. Lang as chief executive officer to the Debtors. The Debtors' prior CEO, Robert Foss, gave notice of his resignation on August 31, 2016, and his employment terminated. To preserve the benefits of the institutional knowledge Mr. Foss attained while employed by the Debtors and to assist in transitioning to new management, the Debtors negotiated a separation and consulting agreement with Mr. Foss. Mr. Lang will be paid an annualized base salary of $360,000, and a bonus compensation of up to 50% of the base salary. He will receive a signing bonus of $40,000. Ryckman Creek Resources, LLC is represented by: Sarah E. Pierce, Esq. Alison M. Keefe, Esq. SKADDEN ARPS SLATE MEAGHER & FLOM LLP One Rodney Square Wilmington, DE 19899-0636 Tel: (302) 651-3000 Fax: (302) 651-3001 About Ryckman Creek Resources, LLC Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total assets of more than $205 million and total debts of more than $391.2 million. On February 12, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. Counsel for the Committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq., David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The Committee retained Alvarez & Marsal, LLC, as financial advisors. SAMSON RESOURCES: U.S. Interior Dept. Objects to Plan Disclosures ----------------------------------------------------------------- The American Bankruptcy Institute, citing Casey Smith of Tulsa World, reported that the U.S. Department of the Interior filed an objection to the disclosure statement explaining the plan that Samson Resources' creditors have proposed for the company. According to the report, among the Interior Department's objections is the failure to disclose which wells could be abandoned under the plan and how the plan intends to address Samson's decommissioning and environmental obligations. The plan states that Samson's hydrocarbon interests "shall be divested, sold, or otherwise disposed of at the sole discretion of the Plan Administrator" or "abandoned on the effective date," the report related. The Department of the Interior's objection states that without this specific information, creditors cannot determine how their claims may be affected and lack the facts necessary to weigh the Committee of Unsecured Creditors' plan against its alternatives, the report further related. About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * In September 2016, Judge Sontchi denied Samson Resources' Motion for extension of their exclusive periods to file and solicit acceptances of their chapter 11 plan. Samson sought an extension of its exclusivity period by another six months through March 2017. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. SERVICE EMPLOYEES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Service Employees International Union - Texas dba SEIU - Texas fdba SEIU Local 5 4299 San Felipe St., Suite 2000 Houston, TX 77027 Case No.: 16-20483 Type of Debtor: Labor Organization Chapter 11 Petition Date: December 3, 2016 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Hon. David R Jones Debtor's Counsel: Benjamin Warren Hugon, Esq. MCKOOL SMITH PC 600 Travis St, Ste 7000 Houston, TX 77002 Tel: 713-485-7312 E-mail: bhugon@mckoolsmith.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Elsa Caballero, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb16-20483.pdf SHANNON WOODS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Shannon Woods Apartments, LLC 100 Sunrise Court Union City, GA 30291 Case No.: 16-71790 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 6, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Frank G. Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 1117 Perimeter Center West, Suite W212 Atlanta, GA 30338 Tel: (404) 262-7373 Fax: (404) 262-9911 E-mail: fnason@lcenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mike Kohn, manager, STOWA, Member, LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb16-71790.pdf SHIROKIA MEZZ: Hires Klinger & Klinger as Accountant ---------------------------------------------------- Shirokia Mezz I, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Klinger & Klinger LLP as accountant to the Debtor. Shirokia Mezz requires Klinger & Klinger to: a. prepare and review monthly debtor-in-possession operating reports and statements of cash receipts and disbursements including notes as to the status of tax liabilities and other indebtedness; b. prepare compiled financial statements as of the date of filing of the chapter 11 petitions; c. review existing accounting systems and procedures and establish new systems and procedures, if necessary; d. assist the Debtor in the development of a plan of reorganization; e. assist the Debtor in the preparation of a liquidation analysis; f. appear at creditors' committee meetings, 341(a) meetings, and Court hearings, if required; g. assist the Debtor in the preparation of cash flow projections; h. consult with counsel for the Debtor in connection with operating, financial and other business matters related to the ongoing activities of the Debtor; and i. perform such other duties as are normally required of an accountant, including, but not limited to, the preparation of all financial statements required in the Debtor's reorganization. Klinger & Klinger will be paid at these hourly rates: Partners $350 Staff Accountants $225 Paraprofessionals $125 Klinger & Klinger received a retainer in the amount of $7,500. Klinger & Klinger will also be reimbursed for reasonable out-of-pocket expenses incurred. Lee Klinger, member of Klinger & Klinger 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. Klinger & Klinger can be reached at: Lee Klinger KLINGER & KLINGER LLP 633 3rd Avenue, Suite 27B New York, NY 10017 Tel: (212) 661-6200 About Shirokia Mezz I LLC Shirokia Mezz I LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. N.Y. Case No. 16-43666) on August 16, 2016. The petition was signed by Hong Qin, authorized member. The case is assigned to Judge Nancy Hershey Lord. At the time of the filing, the Debtor estimated its assets at 10 million to $50 million and debts at $1 million to $10 million. SILVER CREEK: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Silver Creek Investments, LLC PO Box 764265 Dallas, TX 75376 Case No.: 16-34633 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 3, 2016 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser Debtor's Counsel: Marilyn D. Garner, Esq. LAW OFFICE OF MARILYN D. GARNER, PLLC 2007 E. Lamar Boulevard, Ste 200 Arlington, TX 76006 Tel: (817) 505-1499 Fax: 817-549-7200 E-mail: mgarner@marilyndgarner.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alfred Herron, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb16-34633.pdf SINGLETON CREEK: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Singleton Creek, Inc. 2789 Satellite Blvd Duluth, GA 30096 Case No.: 16-71772 Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Douglas W. Jacobson, Esq. LAW OFFICES OF DOUGLAS JACOBSON, LLC 2450 Atlanta Highway #803 Cumming, GA 30040 Tel: (770) 887-3700 Fax: (888) 990-1740 E-mail: douglas@douglasjacobsonlaw.com Total Assets: $5.02 million Total Liabilities: $3.54 million The petition was signed by Hoke S. Randall, III, president. The Debtor says it has no unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ganb16-71772.pdf SIXTY SIXTY CONDOMINIUM: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Sixty Sixty Condominium Association, Inc. 6060 Indian Creek Dr. Miami Beach, FL 33140 Case No.: 16-26187 Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Brett D. Lieberman, Esq. MESSANA, P.A. 401 E Las Olas Blvd # 1400 Ft Lauderdale, FL 33301 Tel: (954) 712-7427 E-mail: blieberman@messana-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Maria Velez, president of the Board of Directors. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-26187.pdf SOUTHEAST POWERGEN: S&P Lowers Project Rating to 'B+' ----------------------------------------------------- S&P Global Ratings lowered its project rating on Southeast PowerGen LLC (SEPG) to 'B+' from 'BB-'. The outlook is stable. The recovery rating on this debt is '3', indicating S&P's expectation for substantial recovery (50%-70%; higher end of the range) in a default. The downgrade reflects poorer-than-anticipated performance from two of the plants within the collateral pool, Effingham and Sandersville, which began selling into the merchant marketplace in early 2016 after certain tolling agreements, expired. The Southeast power market is a bilateral market with relatively few purchasers, which introduces cash flow volatility and weak pricing visibility. The stable outlook reflects S&P's expectation that cash flows, and therefore debt service coverage, should remain fairly robust and predictable for the next two years. Although the two power plants are now merchant exposed, cash flows from the contracted plants will provide support and limit volatility in the near term. SPENDSMART NETWORKS: Extends Maturity of Conv. Notes to May 2017 ---------------------------------------------------------------- Spendsmart Networks, Inc. amended two March 30, 2015, 9% convertible promissory notes with principal amounts of $286,758 and $300,000 as follows: the maturity date was extended to May 5, 2017, the interest will be payable quarterly rather than semi-annually, the conversion rights now allow conversion into a qualified financing of $2,000,000, with the conversion required to be completed within 30 days of notice of repayment, and the interest rate for the extension period shall be 15%. On Nov. 30, 2016, the Company issued a Convertible Promissory Note to the Daniel Jonathan Blech Trust DTD 9/01/2005 in the amount of $100,000. Mr. Blech, a member of the Company's board of directors, is the trustee. The Convertible Promissory Note bears interest at the rate of 9% has six-month maturity date, and a voluntary conversion into an upcoming financing in the event the Company closes the financing and receives gross proceeds totaling at least $200,000. The conversion rate will be at the same terms of the financing. The Company intends to use the proceeds from the sale of the Note for working capital and general corporate purposes. About SpendSmart Networks SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. Spendsmart Networks reported a net loss of $11.9 million on $5.58 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Spendsmart Networks had $3.27 million in total assets, $6.48 million in total liabilities and a total stockholders' deficit of $3.21 million. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses and has yet to establish a profitable operation and at Dec. 31, 2015 has negative working capital and stockholders' deficit. These factors among others raise substantial doubt about its ability to continue as a going concern. SPURLOW'S OUTDOOR: Jan. 5 Plan Confirmation Hearing --------------------------------------------------- The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Spurlow's Outdoor Outfitters, LLC's disclosure statement filed on Nov. 18, 2016, referring to the Debtor's plan of reorganization. The Court will conduct on Jan. 5, 2017, at 10:00 a.m. a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the disclosure statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims. Objections to the Disclosure Statement and plan confirmation must be filed no later than seven days prior to the Confirmation Hearing. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the Confirmation Hearing. The Debtor will file a ballot tabulation no later than three days before the Confirmation Hearing. All creditors and parties-in-interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor, must file motions or applications for the allowance of the claims with the Court no later than 14 days after the entry of the Nov. 21, 2016 court order. Three days prior to the Confirmation Hearing, the Debtor will file a confirmation affidavit which will contain the factual basis upon which the Debtor relies in establishing that each of the requirements of U.S. Bankruptcy Code Section 1129 are met. A small business debtor has a 45-day deadline to obtain plan confirmation. The time for obtaining confirmation in this case is set to expire on Jan. 2, 2017. The Court extends the time period for the Debtor to obtain confirmation, through and including Jan. 5, 2016. Spurlow's Outdoor Outfitters, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-05463) on June 24, 2016, listing under $1 million in both assets and liabilities. STARWOOD PROPERTY: Moody's Raises CFR to Ba2, Outlook Stable ------------------------------------------------------------ Moody's Investors Services upgraded the corporate family rating of Starwood Property Trust to Ba2 from Ba3, upgraded its secured term loan rating to Ba1 from Ba2, and assigned a Ba3 rating to the firm's private issuance of senior unsecured notes. The outlook for the ratings is stable. Issuer: Starwood Property Trust, Inc. These ratings have been upgraded: Corporate Family Rating, to Ba2 from Ba3 Senior Secured Bank Credit Facility, to Ba1 from Ba2 The following rating has been assigned: Long-term local currency debt rating, at Ba3 Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE Moody's upgraded Starwood's corporate family rating to reflect the company's improved access to unsecured funding, the increase in the company's unencumbered assets associated with the senior notes issuance and repayment of secured debt that increases its financial flexibility, as well as the company's growing revenue diversification as it expands its investment in high quality stabilized properties that generate long-term rental income. Other supporting rating considerations include Starwood's continued favorable credit performance and measured risk appetite, as well as its profitability and leverage measures that compare well with commercial real estate lender peers. The notes issuance provides Starwood expanded access to unsecured investors that Moody's believes improves the firm's liquidity profile. However, Moody's expects that secured financing will remain the core of Starwood's funding profile, which limits its financial and operational flexibility. The company's credit profile would be further strengthened if it expanded the proportion of unsecured funding in its capital profile. Starwood's unencumbered assets will increase significantly after the proposed transaction. Proceeds from the notes issuance, together with proceeds from a separate privately issued $300 million secured term loan, will be used to repay an existing $653 million secured term loan, which will result in a $2.1 billion increase in the company's unencumbered assets. Moody's expects that the firm's ratio of unencumbered assets to unsecured debt will increase on a pro forma basis to 1.8x from 0.9x, based on expected pro forma unencumbered assets of $3.3 billion. Starwood's plans to increase equity real estate investments will diversify its revenues and cash flow sources and extend the average duration of its assets. The company has announced an agreement to acquire an $838 million portfolio of 38 medical properties, to be funded by long-term secured financing, and with an average remaining lease term of seven years. Moody's estimates that the acquisition will increase property investments to over 20% of the company's earning assets, up from 11% at the end of 2015. The company's growth in property investing increases its exposure to tenant and remarketing risks, but the firm has access to considerable property and risk management expertise within the broader Starwood group. As measured by the ratio of debt to tangible net worth, Starwood's leverage has increased during 2016, but after considering the firm's $400 million equity issuance, launched today, its pro forma leverage remains essentially unchanged by the proposed transactions. Moody's expectations are that the company's leverage will remain meaningfully below 2.0x. The Ba3 rating Moody's assigned to Starwood's unsecured notes reflect the notes senior priority within Starwood's capital structure, Starwood's high reliance on secured funding that structurally subordinates the claims of unsecured note holders to the company's secured debt, and the pro forma unencumbered asset coverage of the unsecured notes which mitigates the notes' potential loss given default. The transactions and ratings are subject to the execution of definitive closing documentation. Moody's could upgrade Starwood's ratings if the company further diversifies its funding sources to include additional senior unsecured debt and less reliance on short-term funding sources, maintains strong, stable profitability and low credit losses, and maintains leverage of less than 2.0x. Moody's could downgrade Starwood's ratings if the company encounters material liquidity challenges, its leverage materially increases, or its profitability significantly weakens. Starwood Property Trust [NYSE: STWD] is the largest commercial mortgage REIT in the US. The principal methodology used in these ratings was Finance Companies published in October 2015. STARWOOD PROPERTY: S&P Assigns 'BB-' Rating on $500MM Sr. Notes --------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' senior unsecured debt rating to Starwood Property Trust, Inc.'s announced issuance of $500 million of senior notes due 2021. At the same time, S&P is affirming its 'BB' issuer credit rating on Starwood with a stable outlook. "S&P Global's rating on Starwood reflects credit risk associated with its loans and investment securities, and concentration in commercial real estate, which we view as subject to cyclical fluctuations," said S&P Global Ratings credit analyst Matthew Carroll. Offsetting these factors are Starwood's low leverage relative to other finance companies, favorable credit loss experience, and strong profitability. S&P's ratings on Starwood's senior unsecured debt are one notch lower than the issuer credit rating because priority debt significantly exceeds 30% of adjusted assets. Although Starwood's leverage has risen somewhat over the past couple of years, it remains low. Following the announced issuance of $500 million of senior unsecured notes, Starwood later in the day announced that it is offering 17.8 million shares of common stock, which would amount to over $400 million at the closing price, which will lower its leverage ratio. As of Sept 30, 2016, leverage--as measured by debt to adjusted total equity--was 1.97x. S&P excludes from its leverage metrics the debt of consolidated VIEs, which is non-recourse to Starwood. However, S&P now deducts from adjusted total equity investments in subordinate tranches of CMBS, known as "B-Pieces", which amounted to $1.029 billion as of Sept. 30, 2016. Excluding this adjustment, debt to adjusted total equity would have been 1.45x. S&P anticipates that leverage may increase slightly, as the company grows its property segment, in part due to the impact of depreciation on the book value of acquired properties, but expect leverage will remain less than 2.5x on a debt to adjusted total equity basis. The senior unsecured debt issuance and expected use of proceeds to repay Starwood's existing term loan improve its funding profile, in S&P's view. Secured borrowings currently encumber most of Starwood's assets, with $8.79 billion of pledged assets as of Sept. 30, 2016. Repayment of the existing term loan will unencumber pledged assets that had a carrying value of $2.08 billion. Also, covenants in the unsecured debt issuance require that Starwood maintain at unencumbered assets of at least 120% of its outstanding unsecured indebtedness. The stable outlook reflects S&P Global Ratings' expectation that Starwood Property Trust Inc.'s profitability and performance of its loan and investment portfolios will remain strong over the next 12 months, and that leverage will be about 2.0-2.5x debt to adjusted total equity. S&P could lower the ratings if the company increases leverage above 2.75x, if declining commercial real estate property valuations and weakening loan performance strain liquidity, or if the company takes large impairments in its investment portfolio. Although an upgrade is unlikely in the next twelve months, S&P could raise the ratings on Starwood if it reduces leverage below 1.5x on a debt to adjusted total equity basis, or outperforms peers in terms of profitability and loss experience through a downturn in the real estate cycle. STEPHEN THIEL: Disclosures Get Prelim. OK; Plan Hearing on Jan. 5 ----------------------------------------------------------------- The Hon. Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan has granted preliminary approval of Stephen Louis Thiel and Lisa Holbrook Thiel's disclosure statemnt referring to the Debtors' second amended plan of reorganization. The hearing on objections to final approval of the Disclosure Statement and confirmation of the Plan will be held on Jan. 5, 2017, at 11:00 a.m. The deadline to return ballots on the Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the Plan, is Dec. 29, 2016. The deadline for all professionals to file final fee applications is 30 days after the confirmation order is entered. . Stephen Louis Thiel and Lisa Holbrook Thiel sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 15-57132) on Nov. 24, 2015. Corey M. Carpenter, Esq., and C. Jason Cardasis, Esq., at B.O.C. Law Group, P.C., serves as the Debtor's bankruptcy counsel. SUPERIOR LINEN: Taps Province as Restructuring Advisors ------------------------------------------------------- Superior Linen, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Province, Inc. as financial and restructuring advisors to the Debtor. Superior Linen requires Province to: a. review and analyze the business, financial condition and prospects of the Debtor, including the assisting in the preparation of a rolling 13-week cash flow forecast to be included in any marketing materials; b. in connection with any sale transaction that the Debtor determines to undertake with third party investors in or acquirers of the Debtor, including the stalking horse credit bid by existing 1st lien creditors (together, the "Sale Transaction"), evaluate financial and capital markets standpoints regarding execution strategy and alternatives, if requested; c. prepare the Sale Transaction marketing materials for distribution to prospective investors or acquirers; d. prepare and execute the marketing plan for the Sale Transaction; e. identify and solicit prospective Sale Counterparties and review of proposals received from Sale Counterparties; f. assist the Debtor in negotiations with any such Sale Counterparties and advise the Debtor as to the financial terms and structure of the Sale Transaction; g. participate in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and h. assist in other activities as are approved by the Debtor, the Debtor's counsel, and as agreed to by Province. Province will be paid as follows: a. $150,000 fee for professional services rendered through the Term if either (i) the prevailing bidder in the Sale Transaction is RD VII Investments, LLC, or any of its members, owners, affiliates, subsidiaries or assignees (together, "RDVII") or (ii) no Sales Transaction is executed; b. upon execution of a Sale Transaction to any prevailing, third-party bidder, Province shall be compensated for the greater (i) $150,000 or (ii) 4.5% of the value of the prevailing bid. In addition to the foregoing, to the extent such Sale Transaction value under this section (b) exceeds $10,000,000, Province will be compensated 6.5% of any amount between $10,000,001 and total consideration received for the Sale Transaction. c. If beneficial ownership in connection with any executed Sale Transaction includes members or entities other than RDVII or officers and directors of the Debtor, compensation due to Province will be calculated pursuant to section (b); d. For further clarification, under no scenario shall Province's compensation be less than $150,000. Upon earning its fee pursuant to section (a) above and only after the Term has expired, Province shall commence charging and the Debtor shall compensate Province for services rendered based on its standard hourly rates as follows: Principals $660-$700 Director/Managing Director $470-$620 Associate/Senior Associate $330-$460 Analyst $250-$320 Paraprofessionals $100 Province will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward Kim, member of Province, 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. Province can be reached at: Edward Kim PROVINCE, INC. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: (702) 685-5555 Fax: (702) 685-5556 About Superior Linen Superior Linen, LLC, doing business as Superior Linen and Laundry Services, which operates as a commercial laundry and linen rental company, filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-15388) on Sept. 30, 2016. The petition was signed by Robert E. Smith, chief financial officer. The case is assigned to Judge Mike N. Nakagawa. The Debtor estimated assets and debts at $10 million to $50 million at the time of the filing. Superior Linen has tapped Larson & Zirzow, LLC as legal counsel. An official committee of unsecured creditors has been appointed in the case. TALLIS GROUP: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Tallis Group, LLC 1709 Carleton Ave. Fort Worth, TX 76107 Case No.: 16-44736 Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Mark X. Mullin Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Samuel F. Tallis, managing member. A copy of the Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-44736.pdf TANDOORI AT TRANSIT: Seeks July 3 Plan Exclusivity Extension ------------------------------------------------------------ Tandoori at Transit, Inc. and Ravi R. Sabharwal request the U.S. Bankruptcy Court for the Western District of New York to extend the time within which the Debtors must file any Small Business Plan and Disclosure Statement through July 3, 2017. The Debtors relate that certain sales tax audit claims of New York State Department of Taxation and Finance were the subject of ongoing administrative proceedings with NYS Tax. The Debtors further relate that they are disputing the assertion of NYS Tax of pre-petition audit claims against the Debtor Tandoori for priority sales taxes and interest and general unsecured claims for pre-petition penalties, in addition to liens which it had filed against the Debtor Tandoori pre-petition. The Debtors tell the Court that the resolution of the NYS Tax sales tax audit may have a material impact on the amounts which the Debtors will be able to or required to pay to their creditors through their Joint Chapter 11 Plan. Since the commencement of these cases, the Debtor Tandoori's principals have had discussions with several individuals and groups regarding potential new equity investments in Tandoori's restaurant business, as well as a potential sale of the business. In addition, the Debtor Tandoori's principals have also had discussions with potential lenders regarding potentially refinancing the mortgage on the real property in Williamsville, New York, where the Tandoori's business is located, as a potential source of funds which might be used by the Debtors in connection with a proposed Chapter 11 Plan. The Debtors submit that the upcoming statutory deadline of January 3, 2017, will not permit sufficient time to achieve these objectives, nor will it permit the Debtors to pursue financing with potential lenders who have requested to see financials from the Debtor Tandoori for 12-months of operations while in Chapter 11. A hearing will be held on December 19, 2016 at 10:00 a.m. to consider the Debtors' request for exclusivity extension. About Tandoori at Transit Tandoori at Transit, Inc. is based in Williamsville, New York, and operates a restaurant and banquet hall facilities serving Royal Indian cuisine. It sought Chapter 11 protection (Bankr. W.D. N.Y. Case No. 16-10413) on March 7, 2016. Ravi Sabharwal, vice-president of Tandoori at Transit, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10362) on Feb. 29, 2016. His wife, Rita Sabharwal, owns 100 percent of the stock and is the chief executive officer of Tandoori at Transit. On March 28, 2016, the court ordered the joint administration of the cases. The Debtors are represented by Daniel F. Brown, Esq., at Andreozzi, Bluestein, Weber, Brown, LLP. At the time of filing, Tandoori at Transit estimated $50,000 to $100,000 in assets and $1 million to $10 million in debt. TAYLOR EQUIPMENT: Hires Mahady & Mahady as Counsel -------------------------------------------------- Taylor Equipment Company, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Mahady & Mahady as counsel to the Debtor. Taylor Equipment requires Mahady & Mahady to represent the Debtor in the Chapter 11 bankruptcy proceedings. Mahady & Mahady will be paid at the hourly rate of $275. Mahady & Mahady will be paid a retainer in the amount of $6,000. Mahady & Mahady will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert H. Slone, member of Mahady & Mahady, 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. Mahady & Mahady can be reached at: Robert H. Slone, Esq. MAHADY & MAHADY 223 South Maple Avenue Greensburg, PA 15601 Tel: (724) 834-2990 About Taylor Equipment Taylor Equipment Company, Inc., based in Friedens, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70781) on November 11, 2016. Hon. Jeffery A. Deller presides over the case. Robert H. Slone, Esq., at Mahady & Mahady, 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 David P. Taylor, president. TEMPEST GROUP: Asks Court to Move Plan Filing Period to April 1 --------------------------------------------------------------- The Tempest Group, Inc. seeks from the U.S. Bankruptcy Court for the Western District of Pennsylvania a 90-day extension of the period within which only the Debtor may file its Plan of Reorganization, or until April 1, 2017. The Debtor tells the Court that it is currently in negotiations with its primary creditor, Avanti Wind Systems, Inc., to resolve its claim against the Debtor, and that resolution of that claim will materially affect the Debtor's Plan of Reorganization. As such, the Debtor requires additional time to attempt to finalize a settlement. About The Tempest Group, Inc. The Tempest Group filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-70496) on July 5, 2016, estimating its assets at up to $50,000 and liabilities at between $100,001 and $500,000. The Petition was signed by Cynthia Cuenin, President. Robert O Lampl, Esq., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee on Sept. 27 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of The Tempest Group. TLA TANNING: Hires Priority Business as Real Estate Broker ---------------------------------------------------------- TLA Tanning Corp., seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Priority Business Acquisitions, Inc. as real estate broker to the Debtor. TLA Tanning requires Priority Business to: a. assist the Debtor in preparing the business for showings to prospective purchasers; b. market the business for sale; c. prepare on behalf of the Debtor the necessary agreements and documents to effectuate the sale of the business; and d. perform all other related real estate broker services for the Debtor which may be reasonably necessary in connection with the short sale of the business. Priority Business will be a 10% commission of the sales price. To the best of the Debtor's knowledge, 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. Priority Business can be reached at: PRIORITY BUSINESS ACQUISITIONS, INC. 1840 Old Norcross Road, Suite 200 Lawrenceville, GA 30044 Tel: (770) 932-6122 About TLA Tanning Corp. Buford, Ga.-based TLA Tanning Corp. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-64819) on Aug. 25, 2016, disclosing under $1 million in both assets and liabilities. The petition was signed by Todd B. Amerman, president. The Debtor is represented by Howard P. Slomka, Esq. TLC EDUCATION: Hires Hellmuth & Johnson as Attorney --------------------------------------------------- TLC Education Foundation, seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Hellmuth & Johnson, PLLC as attorney to the Debtor. TLC Education requires Hellmuth & Johnson to: a. represent the Debtor in all legal matters arising during the control of the Debtor's assets; b. determine claims, negotiations with creditors and third parties; c. prepare and form of a plan to be presented to the creditors to the extent necessary; and d. provide other services as are necessary for the exercise of any and all rights available to the Debtor. Hellmuth & Johnson will be paid at these hourly rates: Karl J. Johnson $280 Gregory S. Otsuka $320 Paralegals $175 Hellmuth & Johnson will be paid a retainer in the amount of $30,000. Hellmuth & Johnson will also be reimbursed for reasonable out-of-pocket expenses incurred. Karl J. Johnson, member of Hellmuth & Johnson, 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. Hellmuth & Johnson can be reached at: Karl J. Johnson, Esq. HELLMUTH & JOHNSON, PLLC 8050 W 78th St. Minneapolis, MN 55439 Tel: (952) 941-4005 About TLC Education TLC Education Foundation, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 16-43432) on November 22, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Karl J. Johnson, Esq. No official committee of unsecured creditors has been appointed in the case. TLD BAR RANCH: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: TLD Bar Ranch, L.P. 3319 FM 1810 Chico, TX 76431 Case No.: 16-44622 Chapter 11 Petition Date: December 2, 2016 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Mark X. Mullin Debtor's Counsel: Jeff P. Prostok, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 Email: jpp@forsheyprostok.com jprostok@forsheyprostok.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Bettye Jeanne Rigdon, manager of BJR Re Management, LLC, as the general partner of TLD Bar Ranch, L.P. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-44622.pdf TOMMY CAMPBELL: Hires Bird & Smith as Attorney ---------------------------------------------- Tommy Campbell Heating and Air Conditioning, LLC, seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ Bird & Smith, PA as attorney to the Debtor. Tommy Campbell requires Bird & Smith to: a. prepare the Chapter 11 plan; b. deal with Creditors and other matters relating to the estate; c. provide such other representation as may be necessary. Bird & Smith will be paid at these hourly rates: Attorney $350 Paralegal $100 Bird & Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Reid B. Smith, member of Bird & Smith, PA, 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. Bird & Smith can be reached at: Reid B. Smith, Esq. BIRD & SMITH, PA 1712 St. Julian PI, Suite 102 Columbia, SC 29204 Tel: (803) 771-7888 About Tommy Campbell Tommy Campbell Heating and Air Conditioning, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.S.C. Case No. 16-05925) on November 23, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Reid B. Smith, Esq., at Bird and Smith, PA. TROUBLESOME CREEK: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on Dec. 5 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Troublesome Creek Gas Corp. Troublesome Creek Gas Corporation filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 16-70692) on October 21, 2016, and is represented by Sara A Johnston, Esq. and Dean A. Langdon, Esq. in Kentucky. At the time of filing, the Debtor had $4.32 million total assets and $13.71 million total liabilities. The petition was signed by Charles R. Bradley, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/kyeb16-70692.pdf TSALECH HOLDINGS: Case Summary & 11 Unsecured Creditors ------------------------------------------------------- Debtor: tSalech Holdings, LLC PO Box 385 Rowlett, TX 75030 Case No.: 16-34659 Chapter 11 Petition Date: December 5, 2016 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Shaw, manager. A copy of the Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-34659.pdf US ENERGY MANAGEMENT: Files Amended Disclosure Statement -------------------------------------------------------- US Energy Management, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a first amended disclosure statement for its plan of reorganization, a full-text copy of which is available at: http://bankrupt.com/misc/txnb16-31941-11-62.pdf Class 3 Claimants (Allowed Priority Claims of Texas Comptroller) are impaired and shall be satisfied in full. Class 4 Claimants (Allowed General Unsecured Claims) are impaired and shall be paid 100% of their allowed claims. Further, the Claim that is on appeal will be addressed once those numbers are determined. Class 7 Claimants (Allowed Administrative Claims of Professionals and US Trustee) are unimpaired and will be paid in cash in full on the Effective Date of this Plan. Under the terms of the Plan, the Creditors will be paid from the ongoing operations of the Debtor from increased numbers of contracts, and more efficient and effective management of resources and persons. About US Energy Management US Energy Management, Inc., is a non-public corporation. Since 2009, the Debtor has been in the business of lighting design. US Energy Management is an energy management company established 4/2009. The Debtor specializes in energy efficient lighting design and implementation services for industrial, commercial, manufacturing, warehousing, retail, office and parking garages. The Debtor's designs lower electricity consumption and improve facility conditions through energy efficient lighting design and installation. The Debtor is owned and operated by Brad Hitchcock who owns a 50% share of the stock and Holly Hitchcock who owns the remaining 50% stock interest in Debtor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31941) on May 12, 2016, listing $100,001 to $1,000,000 in both assets and liabilities. Dan E. Martens, Esq., at the Law Office of Dan E. Martens serves as the Debtor's bankruptcy counsel. VALUEPART INC: Hires Greg Baracato of CR3 Partners as CRO --------------------------------------------------------- Valuepart, Incorporated, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ CR3 Partners, LLC to provide Greg Baracato as chief restructuring officer to the Debtor. Valuepart, Incorporated requires CR3 Partners and Greg Baracato to: a. make Greg Baracato available to serve as the Debtor's CRO, reporting directly to the Companies' Board of Directors with such responsibilities and authority as is commensurate with said positions; b. to the extent needed and agreed upon by the Board of Directors, provide other temporary employees to assist the restructuring efforts; and, c. assist in the review of reports or filings as required by the Bankruptcy Court or the Office of the United States Trustee, including, without limitation, schedules of assets and liabilities, statement of financial affairs and monthly operating reports; d. review the Debtor's financial information, including, without limitation, analysis of cash receipts and disbursements, financial statement items and proposed transactions from which Bankruptcy Court approval is sought or may be sought; e. review and analyze the reporting regarding cash collateral and other potential financing arrangements and budgets; f. assist with, identify, analyze and evaluate potential cost containment and liquidity enhancement opportunities; g. perform such others advisory services and/or other functions as are customarily provided in connection with the analysis and negotiations of any of the transactions contemplated by this Engagement Contract, as requested by the Debtor or its counsel to assist the Debtor in this Chapter 11 case and mutually agreed to by CR3. CR3 Partners will be paid at these hourly rates: Partner $550-$650 Director $350-$500 Consultant $300-$400 CR3 Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Greg Baracato, member of CR3 Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. CR3 Partners can be reached at: Greg Baracato CR3 PARTNERS, LLC 13727 Noel Road, Suite 200 Dallas, TX 75240 Tel: (800) 728-7176 About Valuepart, Incorporated ValuePart, Incorporated is a Chicago-based distributor of high quality, competitively priced, aftermarket replacement parts for off-highway earthmoving equipment manufacturers such as Caterpillar, Case, Komatsu, Deere, International, Bobcat and Hitachi, along with many others. The Debtor operates from 8 locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto, and employs approximately 70 employees. Although headquartered in Vernon Hills, Illinois, the Debtor's largest distribution center is located in Dallas, Texas. ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34169), on October 27, 2016. The petition was signed by Isa Passini, vice president. The case is assigned to Judge Harlin DeWayne Hale. The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP. The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the Debtor's Claims and Noticing Agent is Upshot Services LLC. At the time of filing, the Debtor estimated both assets and liabilities at $10 million to $50 million. VALUEPART INC: Hires UpShot Services as Noticing and Claims Agent ----------------------------------------------------------------- Valuepart, Incorporated, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ UpShot Services LLC as noticing, claims and balloting agent to the Debtor. Valuepart, Incorporated requires UpShot Services to: (a) prepare and serve required notices and documents in the Bankruptcy Case in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtor and/or the Court, including any notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of the Bankruptcy Case; (b) assist the Debtor in preparing its official Schedules of Assets & Liabilities and Statements of Financial Affairs (together, the "Schedules") listing the Debtor's known creditors and the amounts owed thereto; (c) for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket numbers and title of the pleading served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; (d) receive, catalog, and track proofs of claim filed in this Bankruptcy Case as official claims and balloting agent; (e) perform and assist the Debtor and its retained professionals with such other tasks, duties and projects it deems necessary to the overall operation of the Bankruptcy Case; and (f) assist in the dissemination of information to the public and respond to requests for administrative information regarding the cases as directed by the Debtor or the Court, including through the use of case website and/or call center. UpShot Services will be paid at these hourly rates: Clerical $30 Case Assistant $75 IT Manager $90 Case Consultant $135 Case Manager $165 UpShot Services will be paid a retainer in the amount of $7,500. UpShot Services will also be reimbursed for reasonable out-of-pocket expenses incurred. Travis Vandell, member of UpShot Services LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. UpShot Services can be reached at: Travis Vandell Upshot Services LLC 8269 E. 23rd Avenue, Suite 275 Denver, CO 80238 Telephone: (855) 812 6112 E-mail: info@upshotservices.com About Valuepart, Incorporated ValuePart, Incorporated is a Chicago-based distributor of high quality, competitively priced, aftermarket replacement parts for off-highway earthmoving equipment manufacturers such as Caterpillar, Case, Komatsu, Deere, International, Bobcat and Hitachi, along with many others. The Debtor operates from 8 locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto, and employs approximately 70 employees. Although headquartered in Vernon Hills, Illinois, the Debtor's largest distribution center is located in Dallas, Texas. ValuePart, Incorporated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34169), on October 27, 2016. The petition was signed by Isa Passini, vice president. The case is assigned to Judge Harlin DeWayne Hale. The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore, Esq. and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP. The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the Debtor's Claims and Noticing Agent is Upshot Services LLC. At the time of filing, the Debtor estimated both assets and liabilities at $10 million to $50 million. VISTRA ENERGY: Moody's Affirms Ba2 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service affirmed the ratings of Vistra Energy Corp. (formerly known as TCEH Corp.) (Vistra Energy), including its Ba2 corporate family rating, its Ba2-PD probability of default, and its SGL-1 speculative grade liquidity rating. Concurrently, Moody's assigned a rating of Ba2 to Vistra Operations Company LLC's, (formerly known as Tex Operations Company LLC), planned $1 billion incremental senior secured term loan, and affirmed the Ba2 rating of its existing senior secured credit facilities. Proceeds from the term loan will be used to pay a one-time special dividend to Vistra Energy shareholders. The rating outlook is stable. RATINGS RATIONALE "Vistra's dividend recapitalization will cause its funded debt to increase by over twenty five percent, a clear credit negative" said Laura Schumacher, Vice President -- Senior Credit Officer. "But the company's balance sheet remains strong and additional cost reductions have been implemented in conjunction with the right sizing of its operations, post-bankruptcy emergence." The Ba2 rating affirmation further recognizes the continuing strength of Vistra's retail margins, its nearly fully hedged position for 2017, and lower interest costs owing to the company's execution of its initial $3.5 billion of term loan facilities with an interest rate margin 100 basis points lower than originally assumed in Moody's projections. Taking everything into consideration, cash flow credit metrics will be several percentage points lower than prior estimates, but remain appropriate for the Ba2 rating. For example, Vistra's ratio of cash from operations excluding changes in working capital (CFO pre-W/C) remains near the 20% range. Vistra plans to utilize proceeds from the $1 billion of additional term loan facilities to pay a one-time special dividend to shareholders and to bring the company's leverage position closer that of its peers. Vistra emerged from bankruptcy in October with a relatively lightly leveraged balance sheet that included permanent debt financing equivalent to its prior debtor-in-possession obligations, or approximately 2.7x management's then forecast 2017 earnings before interest taxes and depreciation (EBITDA). Pro-forma for the dividend recapitalization, Vistra's total funded debt will equate to approximately 3.2x management's current forecast of 2017 EBITDA, which is still lower than its merchant generating peers. Earnings in 2017 are also expected to be approximately $110 million higher than the prior forecast, primarily due to cost reductions and higher retail margins. Liquidity Vistra's liquidity position is good. The company currently has approximately $900 million of cash on hand, and expects to have a similar amount post the dividend recapitalization. Over the next few years Vistra will look to generate positive free cash flow in the range of $600-$800 million per year. External liquidity for working capital needs is provided by a revolving credit facility which will be upsized to $860 million from $750 million in conjunction with the increase in secured term loan facilities. The revolver is expected to remain largely undrawn. Collateral for letter of credit posting is provided via the $650 million Term C Loan, of which approximately $530 million is currently utilized. The only financial maintenance covenant is a springing maximum secured first lien net leverage ratio of 4.25x, which is tested only if revolver usage is greater than 30%. As of Oct. 3, 2016, based on twelve month trailing EBITDA as of June 30, 2016, Vistra calculated the ratio at 1.2x. Pro-forma for the dividend recapitalization, based on estimated 2017 EBITDA, Vistra estimates the ratio at about 2.1x. Outlook The stable rating outlook reflects management's near-to-medium term focus on optimizing the operating capabilities of its assets and a view that any additional leverage would be accompanied by a commensurate amount of additional cash flow. The stable outlook incorporates a view that the ratio of CFO pre-W/C to debt will remain near the 20% range. Factors that Could Lead to an Upgrade Given the proximity of the company's restructuring, the lack of a post-restructuring track record and its recent increase in leverage, the rating is not likely to move upward over the next 12 -- 18 months. Factors that Could Lead to a Downgrade An increase in leverage without a commensurate increase in cash flow, or operating or other challenges that lead us to expect the ratio of CFO pre-W/C to debt to fall below the high-teens range. A meaningful increase in operating or business risk, or dividend recapitalizations, could also put downward pressure on the rating. Assignments: Issuer: Vistra Operations Company LLC Senior Secured Bank Credit Facility, Assigned Ba2 (LGD4) Outlook Actions: Issuer: Vistra Energy Corp. Outlook, Remains Stable Issuer: Vistra Operations Company LLC Outlook, Remains Stable Affirmations: Issuer: Vistra Energy Corp. Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Corporate Family Rating, Affirmed Ba2 Issuer: Vistra Operations Company LLC Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD4) The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 2014. Company Profile Vistra Operations Company LLC, is a wholesale power company located in Texas with a merchant generating portfolio of about 16,800 MW including approximately 8,000 MW coal and lignite facilities, 2,300 MW of nuclear, and 6,500 MW of natural gas-fired plants. Through its TXU Energy business, Vistra also provides retail electric service to around 1.7 million customers, or approximately 25% of the Texas residential market. On Oct. 3, 2016, TCEH Corp. emerged from chapter 11 bankruptcy as the parent company of Tex Operations Company LLC (formerly known as Texas Competitive Electric Holdings Co. LLC (TCEH)) under a court approved plan of reorganization and separation from TCEH's prior parent Energy Future Holdings. In November 2016, TCEH Corp. was renamed Vistra Energy Corp. and Tex Operations Company LLC was renamed Vistra Operations Company LLC. VISTRA ENERGY: S&P Affirms 'BB-' CCR & Rates New $1BB Debt 'BB+' ---------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' corporate credit rating on independent power producer (IPP) Vistra Energy Corp., formerly known as TCEH Corp. The outlook is stable. At the same time, S&P assigned a 'BB+' issue-level rating and '1' recovery rating to operating subsidiary TEX Operations Co. LLC's new $1 billion issuance. VISTRA Vistra generates and trades electricity, capacity, and related products from a convoy of power plants. It owns approximately 16.8 gigawatts (GW) of generation capacity, which represents the largest generation fleet in the Electric Reliability Council of Texas (ERCOT) market and is also the largest lignite mine operator in the state. The company is also one of two large retail electric providers in ERCOT. "Based on the current portfolio assets and updated cash flows factoring run-rate retail power EBITDA and cost saving measures, we expect the company to maintain adjusted debt to EBITDA no higher than 3.75x and FFO to debt above 21% over the forecast period despite low Henry Hub benchmark gas prices, significant renewable proliferation, pressure on load growth, and increasing environmental regulation," said S&P Global Ratings credit analyst Aneesh Prabhu. "We continue to believe that the retail power business will likely provide some offset to continuing pressure on wholesale power margins." "While we expect FFO to debt levels of about 21% in our base-case, we note that financial measures are relatively more volatile because the company does not have significant hedges beyond 2017 and it participates in a somewhat weaker market. S&P could lower the ratings if debt to EBITDA increases above 4.25x or FFO to debt declines below 18% and stays at that level. This would likely stem from a combination of softer energy markets brought on by lower gas prices and less robust demand, as well as weakened efficiency and availability at key plants. Furthermore, future acquisitions, if funded largely with debt, could cause financial measures to weaken. At this stage, S&P do not see any further ability to leverage without a sustained track record of cash flow generation (or additional assets that support additional debt). While not likely until S&P sees a track record, it could raise the ratings if financial measures improve, such that debt to EBITDA remains consistently below 3.25x and FFO to debt escalates over 25%. This would likely result from steadily growing demand and higher natural gas prices, as well as a more robust and incentive-laden ERCOT energy prices. Given its established presence, ability to mitigate attrition rates in its retail business (despite being in a bankruptcy) and well-positioned assets that serve retail power load obligations, Vistra could be in a good position to take advantage of secular changes. WERTHAN PACKAGING: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Werthan Packaging, Inc. 605 Highway 76 White House, TN 37188 Case No.: 16-08624 Chapter 11 Petition Date: December 4, 2016 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Marian F Harrison Debtor's Counsel: Paul G Jennings, Esq. BASS, BERRY & SIMS PLC 150 Third Avenue South, Suite 2800 Nashville, TN 37201 Tel: 615 742-6267 Fax: 615 742-2767 E-mail: pjennings@bassberry.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Anthony L. Werthan, chairman of the Board of Directors. A copy of the Debtor's list of 25 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb16-08624.pdf WERTHAN PACKAGING: Wants to Get VPF DIP Loan, Use Cash Collateral ----------------------------------------------------------------- Werthan Packaging, Inc. requests the U.S. Bankruptcy Court for the Middle District of Tennessee for authorization to obtain postpetition financing from VPF Asset Funding, LLC, including authority to use Cash Collateral. The Debtor relates that it requires postpetition financing and the use of Cash Collateral to pay certain expenses as reflected in its Budget, which covers post-petition operations disbursements through the week ending January 6, 2017 in the approximate total amount of $1,794,228. The Debtor relates that prior to its bankruptcy filing, it has negotiated a potential sale of its assets to Gateway Packaging Company, LLC, and executed a letter of intent that ultimately led to Gateway's agreement to purchase substantially all of the Debtor's assets pursuant to the terms of the asset purchase agreement, to be accomplished in a Chapter 11 case. The Debtor contends that its continued cash availability is essential to the Debtor's ability to maintain the confidence of employees, suppliers, and customers in the Debtor's ability to meet their obligations while preparing for the Sale. The Debtor further contends that the denial of use of Cash Collateral for these purposes would result in the immediate shut-down of the Debtor's operations, irreparably damaging the Debtor's ability to consummate the Sale and causing substantial prejudice to the Debtor's estate, its creditors, and other parties-in-interest. Prior to its bankruptcy filing, the Debtor obtained an asset-based revolving line of credit from VPF Asset Funding in a maximum amount not to exceed the lesser of (a) $3,500,000 and (b) a borrowing base equal to the sum of 85% of eligible accounts receivable and 55% of eligible inventory, which loan matures on October 14, 2018 and is secured by substantially all of the personal property of the Debtor and a pledge of substantially all of the equity of the Debtor. The original VPF Asset Funding Collateral also included cash held in one or more blocked deposit accounts in the amount of $750,000, which was taken by VPF Asset Funding prepetition and applied to its debt, as such the VPF Asset Funding has been amended dated as of December 1, 2016 to account for the reduced availability caused by the payment. The Debtor also obtained a term loan from Newtek Small Business Funding, LLC in the principal amount of $4,650,000. The Newtek Loan matures on October 14, 2025 and is secured by all of the Debtor's machinery and equipment, as it was made primarily to purchase the 10-color Flexographic Press and to provide the Debtor additional working capital. The Debtor relates that VPF Asset Funding and Newtek Funding entered into an Intercreditor Agreement whereby (a) VPF Asset Funding subordinated its lien on the Newtek Collateral to Newtek Funding and (b) Newtek Funding subordinated any interest it may have in any assets of the Debtor other than the Newtek Collateral to VPF Asset Funding. The Debtor says that pursuant to this agreement, each of Newtek Funding and VPF Asset Funding agreed that it will not exercise rights or remedies against the other party's priority collateral while the other party's indebtedness to the Debtor is outstanding. The Debtor seeks to obtain postpetition funding under substantially the same terms as the original Veritas Credit Agreement. The Debtor proposes to provide VPF Asset Funding and Newtek Funding with adequate protection liens in and upon all of the Debtor's properties and assets, real or personal, whether now owned and existing or hereafter acquired, including all products and proceeds of such property. The Debtor further proposes to grant VPF Asset Funding and Newtek Funding an allowed superpriority administrative expense claim in this Chapter 11 and any successor case. The adequate protection liens and superpriority administrative expense will be subject to: (a) the Carve Out; (b) existing valid, enforceable, non-avoidable liens that were senior to the liens of VPF Asset Funding and Newtek Funding as of the Petition Date; and (c) the quarterly fees payable to the U.S. Trustee and Clerk of the Court. The Carve Out consists of: (a) statutory fees payable to the U.S. Trustee and any fees payable to the Clerk of the Bankruptcy Court; (b) the allowed, accrued, and unpaid reasonable fees and expenses of professionals employed by the Debtor and any Committee, which may only be paid upon consummation of the Sale; and (c) Case Professional Carve Out not to exceed $300,000. A full-text copy of the Debtor's Motion, dated December 5, 2016, is available at https://is.gd/1dyEjG Werthan Packaging, Inc. is represented by: Paul G. Jennings, Esq. Gene L. Humphreys, Esq. BASS, BERRY & SIMS PLC 150 Third Avenue South, Suite 2800 Nashville, TN 37201 Tel: (615) 742-6200 Fax: (615) 742-6293 Email: pjennings@bassberry.com ghumphreys@bassberry.com About Werthan Packaging Werthan Packaging, Inc., based in White House, TN, is a leading supplier of multiwall paper packaging for the pet food industry. This sixth generation company has been an important part of the fabric of Nashville business since the late 1860s. At its height the company employed over 1,200 people at its long-standing home in North Nashville. In 2010 the company began its move to a modern 184,000 sq. ft. facility in White House, Tennessee. During 2016, the company installed a new 10-color flexographic press, and was awarded the Safe Quality Food (SQF) certification. Werthan Packaging, Inc. filed a Chapter 11 petition (Bankr. M.D. Tenn. Court Case No. 16-08624), on December 4, 2016. The Debtor is represented by Paul G. Jennings, Esq. and Gene L. Humphreys, Esq., at Bass, Berry & Sims PLC of Nashville, TN. WESTPORT HOLDINGS: Jan. 11 Plan Confirmation Hearing ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Westport Holdings Tampa, Limited Partnership's disclosure statement referring to the Debtor's plan of reorganization. The Court will conduct a hearing on Jan. 11, 2017, at 10:30 a.m. to consider the confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims. Objections to the Disclosure Statement and confirmation of the Plan must be filed no later than seven days prior to the Confirmation Hearing. Parties-in-interest must submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. The plan proponent will file a ballot tabulation no later than 96 hours prior to the Confirmation Hearing. All creditors and parties-in-interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the entry of the Nov. 21, 2016 court order. Three days prior to the Confirmation Hearing, the plan proponent will file a confirmation affidavit which will contain the factual basis upon which the Plan Proponent relies in establishing that each of the requirements of Section 1129 of the Bankruptcy Code are met. About Westport Holdings Tampa Westport Holdings Tampa, dba University Village, is a care retirement community in Tampa, Florida. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end of life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016. The Debtors are represented by Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A. The Debtors tapped Broad and Cassel as special counsel for healthcare and related litigation matters. The Acting U.S. Trustee for Region 21, on Oct. 11 appointed three creditors of Westport Holdings Tampa, Limited Partnership, to serve on the official committee of unsecured creditors. The committee members are Muriel T. Upton Trust, Darrell D. Ballard, and Thomas M. Allensworth, Jr. WPCS INTERNATIONAL: Robert Roller Relinguishes President Position ----------------------------------------------------------------- Robert Roller's duties and responsibilities as president of WPCS International - Suisun City, Inc., a subsidiary of WPCS International Incorporated, were assumed and divided amongst Sebastian Giordano, a director and the chief executive officer of the Company, Mr. David Allen, the chief financial officer and certain other operational personnel in the Suisun and Texas Operations. Mr. Roller will remain an employee of the Company for the remainder of his employment term, which will end on April 1, 2017, and is available for consultation with the Company. About WPCS International Incorporated WPCS -- http://www.wpcs.com/-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. WPCS International reported a net loss attributable to common shareholders of $8.27 million on $14.6 million of revenue for the year ended April 30, 2016, compared to a net loss attributable to common shareholders of $11.32 million on $24.41 million of revenue for the year ended April 30, 2015. As of July 31, 2016, WPCS International had $7.15 million in total assets, $4.34 million in total liabilities and $2.80 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of WPCS International until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. WRWM PARTNERSHIP: Sale of Wilmington Pike Property for $650K Okayed ------------------------------------------------------------------- Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized WRWM Partnership, Inc.'s sale of the real property located at 109 Wilmington Pike, Chadds Ford, Concord Township, Pennsylvania, to 119 Wilmington Pike, LP for $650,000. A hearing on the Motion was held on Dec. 1, 2016. The auction was conducted on Nov. 15, 2016. The sale is free and clear of any and all liens, encumbrances, interests, and claims. Specifically, the sale of the property will be effectuated under these terms and conditions: a. M&T Bank has consented to the sale of the property and will release its mortgage in and/or against the property provided that all Net Proceeds are paid to the Bank at closing on the sale of the property and a fully-executed HUD-1 statement acceptable to the Bank is received by the Bank at the time of closing. For purposes of the Order, "Net Proceeds" are defined as gross sale proceeds less real estate taxes, normal closing costs, a $3,000 "carve out" for general unsecured creditors, a $9,000 "carve out" to the Debtor's estate for the Debtor's legal fees associated with the sale of the property, the Broker's commissions totaling $37,000, existing judgment liens in an amount not to exceed $1,000, a "carve out" of $5,000 (to be applied to the aggregate payment of $23,000 to the Lessees in exchange for the Lessees' execution and delivery of the Lease Termination Agreement). b. The Debtor's counsel has agreed to reduce its carve-out for its fees to $9,000, which sum will be paid to the Debtor's counsel at closing. c. Turn 2 FLP, which appears as a mortgagee of the property, has agreed to and will release its interest in the Property for the sum of $0. The stay provisions set forth in Federal Rule of Bankruptcy Procedure 6004(h) are waived, and closing on the sale of the property may occur immediately. The 14-day stay provisions as set forth in F.R.B.P. 6004(h) are waived. Closing on the sale of the property must be completed by Dec. 30, 2016. The Debtor is authorized to distribute to the Bank immediately upon closing on the property the Net Proceeds arising from a sale of the property once the described closing costs, carve-outs and any liens, claims, and encumbrances on the property have been paid as set forth in the HUD-1 statement approved by the Bank. The Bank will release its lien on the property simultaneously with the receipt of such proceeds and a fully-executed HUD-1 statement which is acceptable to the Bank. About WRWM Partnership WRWM Partnership, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 16-11997) on March 24, 2016, estimating under $1 million in both assets and liabilities. The Debtor has remained in possession of its assets and continued management of its business as a debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. An official committee of unsecured creditors has not yet been appointed. WVA HIGH TECHNOLOGY: Seeks to Move Plan Filing Period to March 2 ---------------------------------------------------------------- West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc. seek from the U.S. Bankruptcy Court for the Northern District of West Virginia a 90-day extension of the exclusive periods during which only the Debtors may file a plan of reorganization and solicit acceptance to any such plan, or until March 2 and May 1, 2017, respectively. The Debtors relate that since the Petition Date, they have spent much of the first few months attempting to stabilize their operations and negotiating in good faith with Huntington National Bank in an attempt to reach a mutually agreeable resolution to Huntington's secured claim, and potential restructuring options. Unfortunately, the Debtors further relate that notwithstanding such negotiations, they were unable to reach a resolution with Huntington, partially due to the parties' dispute over the value of the Real Property. The Debtors further relate that once the negotiations with Huntington broke down in late September 2016, the Debtors immediately considered their reorganization options and formulated a Plan of Reorganization, which the Debtors believe is in the best interest of creditors. Accordingly, the Debtors have decided to list the Real Property on the market in an attempt to sell it and satisfy the claims of the Debtors' creditors, including Huntington’s secured claim. Since the Court entered its Orders, on October 25, 2016, authorizing the Debtors to engage the Broker to market and sell the Real Property and the appraiser to value the Real Property, the Debtors have obtained appraisals and a market listing for the Real Property. Currently, the Debtors continue their good faith efforts to market the Real Property for sale, and have formulated a Plan of Reorganization that proposes fair treatment of creditors. Pending confirmation, the Debtors request an extension of the exclusivity period to continue to work with creditors toward an amicable resolution of any claims and toward confirmation of the Plan of Reorganization. About West Virginia High Technology Consortium Foundation West Virginia Hight Technology Consortium Foundation and HT Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D. W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The petitions were signed by James L. Estep, president and CEO. The Hon. Patrick M. Flatley presides over the case. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. The Debtor employs Rolston & Company as real estate appraiser; Easter Valley, LLC as real estate broker; and Arnett Carbis Toothman, LLP as accountants. YELLOW CAB: Cal. Judge Okays Randy Sugarman as Ch. 11 Trustee ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California entered an order approving the appointment of Randy Sugarman to serve as Chapter 11 Trustee in the Chapter 11 case of Yellow Cab Cooperative, Inc., aka All Taxi Electronics. The Troubled Company Reporter, on Nov. 28, 2016, reported that U.S. Bankruptcy Judge Thomas E. Carlson entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for the Debtor. The Order was made pursuant to the hearing conducted on November 15, 2016. As previously reported by The Troubled Company Reporter, the Official Committee of Unsecured Creditors filed a motion asking the Court to appoint a Chapter 11 Trustee in the Debtor's bankruptcy case. According to the Committee, the Debtor is guilty of significant prepetition malfeasance -- malfeasance that can only be described as intentional as it involved transferring money to equity when none was due or owing and at a time when the Debtor was insolvent. Since the case began, the Debtor's conflicts of interest have caused management to make decisions that are not in the best interests of the Debtor, the Committee asserts. Therefore, the Committee asks the Court to enter an order (i) granting the Motion, (ii) directing the appointment of a chapter 11 trustee in the Debtor's case, and (iii) granting such and further relief as may be just and appropriate. About Yellow Cab Cooperative Yellow Cab Cooperative, Inc., provides taxicab transportation services in the San Francisco, California area. In San Francisco, taxicab "color schemes" are licensed by the County of San Francisco to provide services to taxi medallion owners, which color schemes and medallion holders operate in a highly regulated environment. Yellow Cab is a non-profit cooperative service company that provides an operating base for approximately 400 San Francisco taxi medallions (or permits), operating on a cooperative basis. Yellow Cab supports approximately 1,000 medallion owners and lessee drivers in their individual taxi operations, and separately employs approximately 60 persons to provide those support services. Yellow Cab currently supports approximately one-third of the total medallions operating in San Francisco. Yellow Cab Cooperative filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-30063) on Jan. 22, 2016. The petition was signed by Pamela Martinez, president. The case is assigned to Judge Dennis Montali. The Debtor estimated assets of $1 million to $10 million, and debts of $10 million to $50 million. The Debtor has tapped Farella Braun and Martel LLP as its legal counsel. The U.S. Trustee for Region 17 on March 3 appointed five creditors of Yellow Cab Cooperative, Inc., to serve on the official committee of unsecured creditors. The Committee is represented by John D. Fiero, Esq., and Jason H. Rosell, Esq., at Pachulski Stang Ziehl & Jones LLP, in San Francisco, California. ZOHAR CDO 2003: Funds Sue to Oust Lynn Tilton --------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that the Zohar investment funds that once formed the financial base of Lynn Tilton's $2.5 billion distressed investing empire have moved to oust her from control of some of the businesses involved in that empire. According to the report, FSAR Holdings Inc., Glenoit Universal Ltd. and UI Acquisition Holding Co., are are owned largely or in part by the Zohar funds, according to the lawsuit filed by Zohar II and Zohar III in Delaware's Court of Chancery. Recent days have seen coups at all three companies that have led to Ms. Tilton and her allies being pushed out of board seats, court papers say, the report related. The WSJ, citing court filings, further related that Ms. Tilton and her Patriarch Partners management firm have fought the ouster. Faced with demands to surrender her board seats, Ms. Tilton refused, saying the Zohar funds granted Patriarch the right to vote their shares when it comes to deciding who sits on the boards of the troubled companies that borrowed money from the funds, the report added. Lawyers for the Zohar funds say the grant of irrevocable voting rights to Ms. Tilton is more evidence of alleged self-dealing by the woman known as the diva of distressed companies, who for years ran both the collateralized loan funds and the companies that borrowed from them, the report said. About Zohar CDO 2003-1 Patriarch Partners XV, LLC, filed involuntary Chapter 11 bankruptcy petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1, Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos. 15-23681 to 15-23682) on Nov. 22, 2015. Patriarch Partners disclosed that it has filed, through one of its affiliates, an involuntary Chapter 11 petition for Zohar CDO 2003-1, Limited. Patriarch is Zohar I's largest creditor, holding $286.5 million face amount of Zohar I notes. Patriarch has placed Zohar I into Chapter 11 in order to protect Zohar I and Patriarch from the efforts of MBIA Inc. and MBIA Insurance Corporation, another creditor of Zohar I, to obtain Zohar I's assets for itself. Patriarch claimed it has been forced to pursue this route because of MBIA's fraudulent scheme to induce Patriarch XV to spend over $103 million to buy out a third-party noteholder in Zohar-I to facilitate a restructuring of Zohar-I. Lynn Tilton is CEO of Patriarch. Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher & Flom LLP and its financial advisor is Moelis & Co. [*] November Commercial Bankruptcy Filings Up 26% from Past Year ---------------------------------------------------------------- Total U.S. commercial bankruptcy filings increased 26 percent in November 2016 over November of last year, according to data provided by Epiq Systems, Inc. Commercial filings totaled 2,908 in November 2016, up from the November 2015 total of 2,311. November is the thirteenth consecutive month with a year-over-year increase in commercial filings. However, total commercial chapter 11 filings decreased in November 2016, as the 385 filings were 2 percent less than the 392 commercial chapter 11 filings registered in November 2015. The total bankruptcy filings of 59,300 in November 2016 represented a 10 percent decrease from the November 2015 total of 65,562. Consumer filings also decreased as the 56,392 filings in November 2016 were down 11 percent from the November 2015 consumer filing total of 63,251. "While commercial filings continue to edge up slightly over recent years, fewer consumers are turning to the financial relief of bankruptcy," said ABI Executive Director Samuel J. Gerdano. "Total bankruptcies remain on track for under 800,000 in 2016, the second-lowest total since BAPCPA was implemented in 2005." Total filings for November decreased 6 percent compared to the 63,055 total filings in October 2016. Total noncommercial filings for November also represented a 6 percent decrease from the October 2016 noncommercial filing total of 60,015. November's commercial filing total represented a 4 percent decrease from the October 2016 commercial filing total of 3,040. Commercial chapter 11 filings also registered a 4 percent decrease from the 402 filings recorded in October 2016. The average nationwide per capita bankruptcy-filing rate in November was 2.51 (total filings per 1,000 population), a slight decline from the 2.53 rate for the first 10 months of the year. Average total filings per day in November 2016 were 1,977, a 10 percent decrease from the 2,185 total daily filings in November 2015. States with the highest per capita filing rates (total filings per 1,000 population) in November 2016 were: 1. Tennessee (5.65) 2. Alabama (5.52) 3. Georgia (4.76) 4. Utah (4.15) 5. Illinois (4.14) ABI has partnered with Epiq Systems, Inc. in order to provide the most current bankruptcy filing data for analysts, researchers and members of the news media. Epiq Systems is a leading provider of managed technology for the global legal profession. For further information about the statistics or additional requests, please contact ABI Public Affairs Manager John Hartgen at 703-894-5935 or jhartgen@abiworld.org. ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 12,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abi.org. For additional conference information, visit http://www.abi.org/calendar-of-events. Epiq Systems is a provider of managed technology for the global legal profession. Epiq Systems offers innovative technology solutions for electronic discovery, document review, legal notification, claims administration and controlled disbursement of funds. Epiq System’s clients include leading law firms, corporate legal departments, bankruptcy trustees, government agencies, mortgage processors, financial institutions, and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. For more information on Epiq Systems, Inc., please visit http://www.epiqsystems.com. ********* 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. 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