/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161212.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 12, 2016, Vol. 20, No. 346 Headlines 21ST CENTURY ONCOLOGY: Moody's Cuts Corporate Family Rating to Ca 362 ROUTE 108: DOJ Watchdog Directed to Appoint Ch. 11 Trustee 4522 KATELLA: Taps InSite Real Estate to Sell Wichita Apartments 4LICENSING CORP: Court Allows Cash Collateral Use ABEINSA HOLDING: Delaware Court Dismisses Biomass of Kansas Case ACCO BRANDS: Moody's Assigns B1 Rating on $400MM Sr. Unsec. Notes ALL PHASE STEEL: Court Allows Cash Collateral Use Until Dec. 31 ALLIED INJURY: U.S. Trustee Names D. Goodrich as Ch. 11 Trustee AMERICAN APPAREL: Committee Balks at DIP Loan Terms AMERICAN MIDSTREAM: S&P Assigns 'B' CCR; Outlook Stable ANGELS OF THE VALLEY: Expects Patient Census Increase, PCO Says ANTERO RESOURCES: Moody's Assigns Ba3 Rating on Sr Unsecured Notes AP&E PROPERTIES: U.S. Trustee Unable to Appoint Committee ARMADA WATER: Sale of Ector County Property for $250K Approved ASSIST-MED INC: Unsecureds To Recover 100% in 60 Months ASTORIA ENERGY: S&P Lowers Rating to 'BB-' on Weak Power Pricing BEAR CREEK: Ch. 11 Trustee Can Continue Using Cash Until Dec. 14 BERNARD L MADOFF: 2nd Cir. Tosses Appeal in ERISA Suit BOATYARD RENTALS: Wants Court Approval for Cash Collateral Use BON-TON STORES: Incurs $31.6 Million Net Loss in Third Quarter BSG HOLDINGS: Sitex Buying West Caldwell Property for $1.8 Million BUCKTAIL MEDICAL: Patient Care Ombudsman Files 6th Report BUFFETS LLC: Summit Towne Tries To Block Approval of Disclosures BUFFETS LLC: Wells Fargo Bank Tries To Block Plan Outline Okay CABLE & WIRELESS: Fitch Assigns 'BB-' IDR; Outlook Stable CAMP INTERNATIONAL: S&P Affirms Then Withdraws 'B-' CCR CCC OF FAIRPLAY: No Problems Observed, PCO 2nd Report Says CHANNEL CONSTRUCTION: Court Allows Over $20K in Atty's Fees CHANNEL TECHNOLOGIES: Omnibus Assets Sale Procedures Approved CHC GROUP: Delaware Trust Joins Creditors' Panel CHICAGO FIRE BRICK: Continental Loses Partial Summary Judgment Bid CHICAGO: Fitch Rates School Bonds "A," Raises Bankruptcy Specter CIT GROUP: Fitch Affirms 'BB+/B' Issuer Default Ratings CITICARE INC: PCO to File 20th Period Report on Dec. 16 CITIES GRILL: Court Denies Cash Collateral Use For Being Moot CLEAR CREEK RETIREMENT: Plan Hearing Set for Dec. 19 CLINICA SANTA ROSA: Edna Diaz De Jesus Appointed as PCO COMSTOCK RESOURCES: May Issue 2.5-Mil. Shares Under Incentive Plan CONNEAUT LAKE VOLUNTEER: DOJ Watchdog Directed to Appoint Trustee CORDERO CORDERO: Disclosures Okayed, Plan Hearing on Dec. 13 COSI INC: Can Hire DLA Piper as Special Counsel COSI INC: Can Use Cash Collateral Until Dec. 14 Hearing COSI INC: Court Approves $4.53-Million DIP Loan COUDERT BROTHERS: Confirmation of Varanese Award Recommended CS MINING: Wants Addition $2.65-Mil. Tailings DIP Loan CUMULUS MEDIA: Crestview Partners Holds 30.2% of Class A Shares CUMULUS MEDIA: Inks Refinancing Support Agreement with Noteholders DAVID WINSTON: Seeks to Hire Kilmer Crosby as Legal Counsel DENNIS RAY JOHNSON: Briefing Schedule on Bid to Dismiss Entered DOWLING COLLEGE: U.S. Trustee Forms 3-Member Committee DREW TRANSPORTATION: Trustee Ordered to Refund $20,000 to T&C DUFOUR PASTRY: Seeks to Hire A. Gross as Accountant E & E ENTERPRISES: Selling Personal Property by Public Auction EAGLE INC: Court Denies Approval of Disclosure Statement EL PRIMERO: Court to Hold Plan-Related Hearing on Dec. 13 EL REFUGIO: Seeks to Hire Avanesian Law Firm as Legal Counsel EQUINIX INC: Moody's Assigns Ba2 Rating on Sr Secured Term Loan B EQUINIX INC: S&P Retains 'BB+' Corporate Credit Rating EQUIPMENT ACQUISITION: FDIC Wins Summary Judgment ESSEX CONSTRUCTION: Ch. 11 Trustee Sought to Probe Fund Transfer FLEX ACQUISITION: Moody's Assigns B2 CFR, Outlook Negative FOREST PARK REALTY: Purchaser Wins Summary Judgment FRONTIER COMMUNICATIONS: S&P Puts 'BB-' Ratings on Watch Neg. FUNCTION(X) INC: Presented at 9th Annual LD Micro Conference GEORGE MARTIN ANAST: Unsecureds To Recover 100% Over Five Years GLACIERVIEW HAVEN: Trustee Wants Secured Postpetition Loan GLYECO INC: Appoints Ian Rhodes as Chief Executive Officer GLYECO INC: Stockholders Elect Seven Directors GO DADDY: Moody's Affirms Ba3 Corporate Family Rating GRATON ECONOMIC: S&P Raises ICR to 'BB-' on Stronger Performance GREAT AMERICAN MINT: Taps Marshack Hays as Special Counsel GUIDED THERAPEUTICS: Enters Into Exchange Agreement with GPB Debt HAMPSHIRE GROUP: Can Use Cash Collateral on Interim Basis HEBREW HEALTH: Court Allows Cash Collateral Use Until Dec. 16 HEENA HOSPITALITY: Unsecureds To Get $1K A Month Over 5 Years HEYL & PATTERSON: DOJ Watchdog Directed to Appoint Ch. 11 Trustee HOLY NAZARENE DELIVERANCE: Taps Morse Geller as Legal Counsel HS GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable IGNACIO VILLARREAL MOYA: Unsecureds To Get $4,000 Under Plan ILLINOIS POWER: Case Summary & 20 Largest Unsecured Creditors ILLINOIS POWER: Files for Ch. 11 Bankruptcy With Prepackaged Plan INFORMATION RESOURCES: Moody's Affirms B2 Corporate Family Rating INGRAM MICRO: Moody's Cuts Senior Unsecured Debt Ratings to Ba1 INTEGRITY MILLWORK: U.S. Trustee Forms 3-Member Committee IRELAND NEEDLECRAFT: Cash Collateral Use on Final Basis OK ITUS CORPORATION: Announces Cancer Patient Efficacy Study Results ITUS CORPORATION: Incurs $5.01 Million Net Loss in Fiscal 2016 J TASTE: Unsecured Tax Claimholders To Get $16,390.47 Plus 4.25% JACK GRANT: BoNY To Get $3,293 Monthly for 30 Years at 4.4% JEVIC HOLDING: Supreme Court Begins Hearing on Drivers' Appeal JOEL G. SOLIS: IRS To Be Paid in Full Over 7 Years at 3% KEY ENERGY: Bankruptcy Court Confirms Plan of Reorganization KUBCO DECANTER: Sale Procedures for Assets Approved LA PALOMA GENERATING: Ch.11 Filing Caught Creditors by Surprise LA PALOMA GENERATING: Dec. 19 Meeting Set to Form Creditors' Panel LA PALOMA GENERATING: Seeks to Hire Epiq as Claims Agent LA PALOMA: Seeks Authority to Use SunTrust Bank Cash Collateral LIBERTY CABLEVISION: Fitch Assigns 'B+' IDR; Outlook Stable LIMITLESS MOBILE: Arranges $4-Mil. DIP Loan From Tower Bridge LIMITLESS MOBILE: Dec. 16 Meeting Set to Form Creditors' Panel LIMITLESS MOBILE: Seeks Court Approval for Cash Collateral Use LOVE AND WAR: Seeks to Hire Scheef & Stone as Legal Counsel MAGNETATION LLC: ERP Buying Remaining Assets for $22.5 Million MAGNETATION LLC: Files Motion to Sell Assets to ERP Iron Ore MARIA SPERA: Sale of Hamilton Township Property for $435K Approved MARION AVENUE: Unsecureds To Be Paid in Full in Two Payments MATRIX LUXURY: Wants to Use La Familia Cash Collateral MEDAK TRUCKING: Seeks to Hire Alan Atkins as Appraiser MGM RESORTS: Signs Employment Agreements With President and COO MICHAEL CARTER: Unsecureds To Recoup 30% Under Plan MONTREIGN OPERATING: S&P Rates Proposed $70MM 1st-Lien Loan 'B-' MOSAIC ALTERNATIVE: US Trustee Forms 3-Member Committee for Unit MUNIRE FURNITURE: Former CFO Gets 17 Years Jail Time for Fraud NEP/NCP HOLDCO: Moody's Affirms B2 Corporate Family Rating NOBLE ENVIRONMENTAL: Court Confirms Ch. 11 Plan NUANCE COMMUNICATIONS: Moody's Assigns Ba3 Rating on Unsecured Debt NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $500MM Notes OMNI LOOKOUT: Wants to Use LB-UBS Cash Collateral P & L GAS: To Contribute $7.2K to Escrow Account for Unsecureds PALMAZ SCIENTIFIC: Court Refuses to Enjoin Turnbull Investors Suit PARKLAND FUEL: DBRS Confirms BB Rating on Senior Unsecured Notes PATRIOT COAL: Court Dismisses Clawback Suit vs. W. Va. Tax Dept. PBA EXECUTIVE: Seeks to Hire McMahon as Legal Counsel PGX HOLDINGS: S&P Affirms 'B+' Rating on Sec. 1st-Lien Term Loan PINK TRANSPORTATION: Seeks to Hire Jamison as Legal Counsel PREMIER WELLNESS: Unsecureds To Recoup 5% Under Plan PRO RESOURCES I: Can Get $1-Mil. DIP Financing on Final Basis PROCARE MOBILE: Whistleblower Seeks Sanctions vs. Witness PROGRESSIVE ACUTE: Seeks to Hire TFG Consulting as Accountant PUBLICK HOUSE: Sale of Property to Chester PHH for $4.3M Approved QUANTUM CORP: Starboard Value Reports 9.9% Stake as of Dec. 5 RALPH WASHINGTON PRESSLEY: Dec. 20 Plan Confirmation Hearing RAY MARVIN GOTTLIEB: DOJ Watchdog Directed to Appoint Trustee RED RIVER: Unsecureds to Recoup 100% in 216 Months RESIDENTIAL CAPITAL: Court Won't Reconsider Invest Vegas Order REXNORD: Moody's Affirms B2 Corporate Family Rating RMPC HABILITATIVE: Unsecureds To Recoup 50% Under Plan RMS TITANIC: Asks Court to Approve Cash Use Through March 31 RONALD JAMES BLABER: Expects Ch. 11 Case To Close in January ROYAL FLUSH: Seeks to Hire C & H Accounting RUE21 INC: S&P Lowers CCR to 'CCC' on Weakened Liquidity SALTY DOG: Hearing on Plan Outline Set for Jan. 12 SBN FOG CAP: Bid to Quash Subpoenas Filed in Wrong Court SINGLETON CREEK: Seeks to Hire Douglas Jacobson as Legal Counsel SIRGOLD INC: U.S. Trustee Forms 5-Member Committee SIRIUS INTERNATIONAL: Fitch Affirms 'BB+' Rating on $250MM Shares SLAYTON FAMILY: Court Allows Cash Collateral Use on Interim Basis SMITHFIELD FOODS: Moody's Affirms Ba2 Corporate Family Rating SOUTHERN TAN: Asks Court to Approve Use of IRS Cash Collateral SPECTRUM HEALTHCARE: Use of Cash Collateral on Interim Basis OK STONE OAK: Court Dismisses Ch. 11 Case SUNOPTA FOODS: Moody's Assigns B3 Corporate Family Rating SUTTON LUMBER: Seeks to Hire Marsh Risk as Appraiser SWING HOUSE: Can Use Cash Collateral on Final Basis Until Feb. 11 TCR III INC: PCO Files Report on Amerisist of Manassas Facility TERVITA CORP: S&P Raises CCR to 'B-' on Restructuring Approval TIHI RESTAURANT: Seeks to Hire Tischler as Legal Counsel TOWNSIDE CONSTRUCTION: Disclosures Conditionally Approved V & L TOOL: Wants to Continue Using GE Healthcare Cash Collateral VANGUARD HEALTHCARE: PCO Files 3rd Report Regarding 14 Facilities VIGNAHARA LLC: To Recover 10% By End of 2017 VIRGIN ISLANDS PFA: S&P Cuts Sr.-Lien Fund Notes Rating to BB VIRGIN ISLANDS PFA: S&P Lowers Rating on GRT Loan Notes to 'B' VTR FINANCE: Fitch Assigns 'BB-' IDR & Rates USD1.4BB Notes 'BB-' WALTER H. BOOTH: Wants to Continue Using Ocwen Cash Until Feb. 28 WERTHAN PACKAGING: U.S. Trustee Forms 3-Member Committee WHITESBURG REALTY: Allowed to Continue Using Cash Until Dec. 31 WHOLELIFE PROPERTIES: Ch. 11 Trustee Sought Amid Mismanagement WINNERS SPORTS BAR: Court Confirms Ch. 11 Plan WS STORES CORP: Disclosures Okayed, Plan Hearing on Dec. 13 ZIP'S WISEGUYS: Allowed to Use Cash Collateral on Final Basis [*] Contractor Bankruptcies Have Ripple Effect on Infrastructure [*] Federal Reserve to Release Final Version of Bank Rule [*] Rion Vaughan Joins McDonald Hopkins' Restructuring Department [^] BOND PRICING: For the Week from Dec. 5 to 9, 2016 ********* 21ST CENTURY ONCOLOGY: Moody's Cuts Corporate Family Rating to Ca ----------------------------------------------------------------- Moody's Investors Service, downgraded 21st Century Oncology's Probability of Default Rating (PDR) to D-PD from Caa3-PD to reflect interest payment default on its unsecured notes. Concurrently, Moody's downgraded the company's Corporate Family Rating (CFR) to Ca from Caa3, the first lien credit facility to Caa2 from Caa1 and the unsecured notes rating to C from Ca. The Speculative Grade Liquidity rating was affirmed at SGL-4. The ratings outlook is negative. RATINGS RATIONALE The company failed to make a semi-annual interest payment (approximately $20 million) on its unsecured notes on November 1, 2016, or within the 30 day cure period. This resulted in a default under the notes indenture and a cross-default under the company's credit agreement. Furthermore, the company did not complete the second capital raise requirement of $25 million as of November 30, 2016, triggering an additional event of default. Moody's views the company's current capital structure as unsustainable given profitability pressures, annual interest expense of around $100 million and negative free cash flow. The Probability of Default Rating of D-PD reflects the default and the Corporate Family Rating of Ca reflects Moody's view of an average recovery for lenders in default. 21st Century signed a forbearance agreement on December 6, 2016, with certain noteholders and lenders to provide all parties with additional time to negotiate a transaction support agreement to remedy the events of default. However, it is uncertain if the company will reach such an agreement by the required deadline of December 15, 2016, or at all. Moody's views the forbearance agreement as default avoidance and still considers the interest payment/capital raise requirement in default. The following ratings were downgraded: -- Corporate Family Rating, downgraded to Ca from Caa3 -- Probability of Default Rating, downgraded to D-PD from Caa3- PD -- $125 Million Senior Secured Revolving Credit Facility due 2020, downgraded to Caa2 (LGD2) from Caa1 (LGD2) -- $610 Million Senior Secured Term Loan due 2022, downgraded to Caa2 (LGD2) from Caa1 (LGD2) -- $360 Million Senior Unsecured Notes due 2023, downgraded to C (LGD5) from Ca (LGD5) The following rating was affirmed: -- Speculative Grade Liquidity Rating at SGL-4 The negative outlook reflects Moody's view that the company's capital structure is not sustainable and that recovery rates could deteriorate if operating performance does not improve. The ratings could be downgraded if 21st Century is unable to refinance its capital structure, undertakes a debt restructuring, or files for creditor protection, or if recovery expectations for debt holders worsens. The ratings could be upgraded following a restructuring if a material amount of debt is eliminated and liquidity improves, resulting in a more sustainable capital structure. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. 21st Century is an integrated cancer care company that as of September 30, 2016, operated 180 radiation therapy centers in the US (about 90% of revenue) and Latin America (10%). The company's revenue for the twelve months ended September 30, 2016, was approximately 1.1 billion. 21st Century is owned by Vestar Capital and the Canada Pension Plan Investment Board is a major preferred equity owner. 362 ROUTE 108: DOJ Watchdog Directed to Appoint Ch. 11 Trustee -------------------------------------------------------------- Chief Bankruptcy Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire entered an Order directing the U.S. Trustee to appoint a disinterested Chapter 11 Trustee for 362 Route 108 Realty Trust. The entry of the Order is proper upon showing of good cause and a showing that the Court finds that the U.S. Trustee has established cause to authorize the appointment of a Chapter 11 Trustee for the Debtor. About 362 Route 108 Realty Trust 362 Route 108 Realty Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 16-11405) on October 3, 2016. The petition was signed by G. Brandt Atkins, trustee. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired William S. Gannon, PLLC, as legal counsel. 4522 KATELLA: Taps InSite Real Estate to Sell Wichita Apartments ---------------------------------------------------------------- 4522 Katella Avenue, LLC received approval from the U.S. Bankruptcy Court for the District of Kansas to hire InSite Real Estate Group. The firm will serve as mortgage broker in connection with the sale of the Debtor's apartment complex located at 1625 S. Beech Street, Wichita, Kansas. InSite will get a commission of 10% of the final sales price of the property. The Debtor had previously employed the firm in connection with the sale of two apartment complexes located at 928 North Carter and 1212 South Longfellow, Wichita. About 4522 Katella Avenue Long Beach, California-based 4522 Katella Avenue, LLC, was formed by James Rainboldt and his mother, Lois Rainboldt, in 2002. It owns three apartment complexes. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ks. Case No. 15-12107) on Sept. 25, 2015. The Debtor estimated $1 million to $10 million in assets and debt. 4522 Katella is represented by David G. Arst, at Arst & Arst, P.A. 4LICENSING CORP: Court Allows Cash Collateral Use ------------------------------------------------- Judge Terrance L. Michael of the U.S. Bankruptcy Court for the Northern District of Oklahoma authorized 4Licensing Corporation to use cash collateral. The Debtor previously sought authorization to use the cash collateral of its creditors, the Prescott Group Aggressive Small Cap Master Fund, G.P. and the Leslie G. Rudd Living Trust. The Debtor is indebted to Prescott Group in an amount not exceeding $1,800,000 and to the Leslie G. Rudd Living Trust in the amount of $95,000. The Debtor told the Court that it needed to use cash to engage in its limited business activities primarily to pay the costs and expenses of administering its bankruptcy case such as fees due to the U.S. Trustee and satisfy its postpetition liabilities. A full-text copy of the Order, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/4LicensingCorp2016_1611714m_43.pdf About 4Licensing Corporation 4Licensing Corp. is a licensing company specializing in specialty brands, technologies and youth-oriented markets. 4Licensing Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Okla. Case No. 16-11714) on Sept. 21, 2016. The petition was signed by Phil Frohlich, president. The case is assigned to Judge Terrence L. Michael. At the time of the filing, the Debtor disclosed $867,142 in assets and $2.11 million in liabilities. Neal Tomlins, Esq., of Tomlins & Peters, PLLC, represent the Debtor. ABEINSA HOLDING: Delaware Court Dismisses Biomass of Kansas Case ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware dismissed the chapter 11 case of In re Abengoa Bioenergy Biomass of Kansas, LLC (Case No. 16-10876). Notwithstanding Section 349 of the Bankruptcy Code, all orders entered in the Abengoa Bioenergy Biomass of Kansas Case prior to the Dismissal Date will survive and remain effective after such date, Judge Kevin Carey said. About Abengoa S.A. Spanish energy giant Abengoa S.A. is a leading engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable- energy power plants worldwide. As of the end of 2015, Abengoa, S.A. was the parent company of 687 other companies around the world, including 577 subsidiaries, 78 associates, 31 joint ventures, and 211 Spanish partnerships. Additionally, the Abengoa Group held a number of other interests of less than 20% in other entities. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. On March 16, 2016, Abengoa presented its Business Plan and Financial Restructuring Plan in Madrid to all of its stakeholders. About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. They listed $1 billion to $10 billion in both assets and liabilities. Abener Teyma Hugoton General Partnership and five other entities filed separate Chapter 11 petitions on April 6, 2016; and Abengoa US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC filed Chapter 11 petitions on April 7, 2016. The cases are consolidated under Lead Case No. 16-10790. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors of Abeinsa Holding Inc. and its affiliates to serve on the official committee of unsecured creditors. The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT & TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane Johnson, Esq. ACCO BRANDS: Moody's Assigns B1 Rating on $400MM Sr. Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to ACCO Brands Corporation's proposed $400 million senior unsecured notes offering. All ratings were affirmed, including the Ba3 Corporate Family Rating. The rating outlook is stable. "Proceeds from the notes together with borrowings under its revolving credit facility and cash on hand, to redeem all of the $500 million notes outstanding," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. The Esselte Group Holdings acquisition announced in October positions ACCO well in the European office product market and will enable ACCO to further expand its share in a fragmented market. The acquisition will increase ACCO's revenues and EBITDA by more than 25%, assuming about half of the company's $23 million expected costs synergies are achieved. Rating assigned: -- $400 million Senior Unsecured Notes due 2024 at B1 (LGD 5); Ratings affirmed: -- Corporate Family Rating at Ba3; -- Probability of Default Rating at Ba3-PD; -- Speculative grade liquidity rating at SGL-2; -- Rating affirmed, but to be withdrawn at close: -- $500 million Senior Unsecured Notes at B1 (LGD 5) RATING RATIONALE ACCO's Ba3 Corporate Family Rating reflects its relatively high leverage with pro forma debt/EBITDA around 4 times, good scale at over $2 billion of pro forma revenue, product diversification within office products, and solid geographic diversification. The rating also incorporates Moody's expectation of continued operating performance improvements as revenue trends have begun to stabilize and operating margins improve. Moody's expects debt/EBITDA to steadily decrease close to ACCO's target levels of 3 to 3.5 times in the next year through a combination of debt repayments with free cash flow and earnings growth. Moody's anticipates that ACCO will resume share repurchases as permitted under its credit agreement up to $60 million a year once it reduces leverage to its target levels. The rating incorporates the cyclicality and the mature nature of the office and school supplies industry. About 60% of ACCO's revenue is tied to discretionary consumer spending. The remainder is driven more by business spending, which is subject to cyclicality. Mitigating these factors is ACCO's solid market position within the office supply product categories, solid free cash flow, and good liquidity. Moody's also considers ACCO's relevance to its largest customers as one of only a few global suppliers of office products. The stable outlook reflects Moody's expectation of steady operating performance in the near to mid-term and a continued commitment by the company to pay down debt with free cash flow until it reaches its leverage target. The rating could be downgraded if operating performance weakens for whatever reason or credit metrics deteriorate. Key credit metrics that could lead to a downgrade include debt/EBITDA sustained above 4.5 times. The rating could be upgraded if the company continues its operating performance improvements and reduces leverage. Progress toward a successful integration of Esselte Group Holdings would also be necessary for an upgrade to be considered. Key credit metrics that could lead to an upgrade include debt/EBITDA sustained below 3 times. The principal methodology used in these ratings was "Consumer Durables Industry" published in September 2014. ACCO Brands Corporation ("ACCO") supplies branded office products, which are marketed in over 100 countries to retailers, wholesalers, and commercial end-users. The office, school and calendar product lines use name brands such as: AT-A-GLANCE, Day-Timer, Five Star, GBC, Hilroy, Marbig, Mead, NOBO, Quartet, Rexel, Swingline, Tilibra and Wilson Jones. The Computer Products Group sells mostly under the Kensington, Microsaver and ClickSafe brand names. Pro forma revenues are approximately $2,1 billion. ALL PHASE STEEL: Court Allows Cash Collateral Use Until Dec. 31 --------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorized All Phase Steel Works, LLC to use cash collateral on an interim basis through December 31, 2016. The Debtor is indebted to: (1) The Internal Revenue Service, in the amount of $895,000. The IRS filed liens pre-petition on the Debtor's assets for withholding taxes and other federal taxes owed. (2) CapCall LLC, in the amount of $294,067. CapCall has liens and/or security interests in substantially all of the Debtor's assets. (3) Superior Capital, in the amount of $69,147.75. Superior Capital has liens and/or security interests in substantially all of the Debtor's assets. (4) Corporate Service Co., as representative, although it cannot be determinted who the agent is acting on behalf of. (5) Metal Perreault Inc., in the amount of $225,000 as to certain specific account receivables. (6) Allegheny Casualty Company, which issued surety bonds to the Debtor in regard to 11 of its projects. Judge Manning acknowledged that without the ability to use cash collateral, the Debtor will be unable to pay ongoing management, payroll, raw material, insurance, utilities and other necessary expenses related to the continued operation of the Debtor's business, to generate cash flow, and to maintain the value of the Debtor's assets. The IRS and CapCall are granted postpetition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and/or obligations and over all administrative expenses or charges against property. They are also granted perfected replacement liens and/or security interests in the postpetition assets of the Debtor's estate, equivalent in nature, priority and extent to their liens in the prepetition collateral and their proceeds. The Debtor is directed to pay the IRS $5,500 in December 2016, as adequate protection. Allegheny Casualty Co. is granted reasonable access to the Debtor's books and records for the purpose of monitoring the Debtor's compliance. The following limited expenses will have a lien prior in right to satisfaction from the Debtor's property generated post-petition, senior to the replacement liens and any other liens granted by the Court's Order: (1) the allowed administrative claims of attorneys and other professionals retained by the Debtor in the Case pursuant to Code Sections 327 and 1103 in the aggregate amount of $35,000; (2) amounts payable pursuant to 28 U.S.C. Section 1930(a)(6); (3) any wages owed for the period ending December 31, 2016. A further hearing on the Debtor's continued use of cash collateral is scheduled on Jan. 3, 2017 at 2:00 p.m. The deadline for the filing of objections to the Debtor's continued use of cash collateral is set on Dec. 29, 2016. A full-text copy of the Interim Order dated Dec. 7, 2016, is available at http://bankrupt.com/misc/AllPhase2016_1650257_287.pdf About All Phase Steel Works, LLC. All Phase Steel Works, LLC, filed a chapter 11 petition (Bankr. D. Conn. Case No. 16-50257) on Feb. 23, 2016. The petition was signed by Paul J. Pinto, member/manager. The Debtor is represented by James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C. The case is assigned to Judge Julie A. Manning. The Debtor disclosed total assets at $2.65 million and total liabilities at $4.08 million at the time of the filing. ALLIED INJURY: U.S. Trustee Names D. Goodrich as Ch. 11 Trustee --------------------------------------------------------------- Judge Mark Houle of the U.S. Bankruptcy Court for the Central District of California entered an Order directing the Office of the United States Trustee to appoint a Chapter 11 Trustee for Allied Injury Management, Inc. Subsequent to the Court's order, the United States Trustee, Peter C. Anderson, sought and obtained the Court's approval of the appointment of David M. Goodrich as Chapter 11 Trustee. The Order is made pursuant to the motion for order appointing a Chapter 11 Trustee by the Creditor, Cambridge Medical Funding Group II, LLC. The Court further ordered that the Case Management Conference and hearing on the Debtor's omnibus objection, currently set to be heard on December 6, 2016, will be continued to January 10, 2017, pending appointment of the Chapter 11 Trustee. According to the U.S. Trustee, the appointment was consulted with the attorneys for the Debtor, Marc A. Lieberman, Esq. and Alan W. Forsley, Esq.; Counsel to the Creditor Cambridge Medical Funding Group II, LLC, A. Kenneth Hennesay, Esq.; and, Representative to the Creditor AG Workers Compensation Recovery LLC, Anthony Gillespe, Esq., regarding the appointment of the Chapter 11 Trustee. Mr. Goodrich assured the Court that he is a "disinterested person" within the meaning of Section 101(14) and does not hold any interest materially adverse with the Debtor, the Debtor's creditors, and other party in interest. About Allied Injury Headquartered in San Bernardino, California, Allied Injury Management, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-14273) on May 11, 2016, estimating assets between $10 million and $50 million and debt between $1 million and $10 million. The petition was signed by John R. Larson, M.D., president. Judge Mark D. Houle presides over the case. Alan W Forsley, Esq., and Marc Liberman, Esq., at Fredman Lieberman Pearl LLP serves as the Debtor's bankruptcy counsel. AMERICAN APPAREL: Committee Balks at DIP Loan Terms --------------------------------------------------- The Official Committee of Unsecured Creditors of American Apparel, LLC, et al., filed a limited objection to the Debtors' request to obtain $30 million in DIP financing. "While the Committee acknowledges the Debtors' need for additional financing to serve as a bridge through the conclusion of the sale process, the Committee cannot support a postpetition facility that removes any possibility for a return to unsecured creditors in these cases while insulating those in control of the company from a full accounting of their actions. As proposed, the DIP Facility does just that," the Committe argues. The Committee tells the Court that as currently proposed, the DIP Facility positions the Prepetition Secured Parties -- who are not providing any postpetition financing -- to avoid any potential day of reckoning. At the Prepetition Secured Parties' behest, the proposed Final DIP Order curtails the Committee's investigation period into the prepetition conduct of the Debtors' lenders and equity holders and unduly limits the Committee's access to the resources necessary to fulfill this essential fiduciary duty. At the same time, and nominally as "adequate protection" for the costs and expenses incurred to liquidate their collateral in the time, manner and venue of their choosing, the proposed DIP Facility grants the Prepetition Secured Parties liens on virtually all of the Debtors' remaining unencumbered assets (including, without limitation, commercial tort claims against the Prepetition Secured Parties) and a waiver of the Debtors' section 506(c) rights amidst significant uncertainty over the administrative solvency of these estates. These excessive and unwarranted protections should not be granted in connection with approval of the DIP Facility. "The nine months between the Debtors' two bankruptcy proceedings were plagued by a string of broken promises to creditors, the complete failure of the Debtors' turnaround strategy, and staggering operating losses that left American Apparel on the brink of liquidation," the Committee reminds the Court. The Committee also says the Prepetition Secured Parties were in complete control of American Apparel during this confoundingly tumultuous period and must not now be permitted to piggyback on the rights afforded to the DIP Secured Parties to insulate themselves from potential liability for this epic failure. The Committee says it is determined to investigate potential claims against the Prepetition Secured Parties and anticipates filing a motion to obtain such authority pursuant to Bankruptcy Rule 2004 in the near term. These potential claims, and the Committee's ability to meaningfully investigate and, if warranted, pursue them, must not be short-circuited by unnecessary and overreaching provisions of the proposed DIP Facility. As of the Petition Date, the Prepetition Secured Parties provided the Debtors with a series of loans and other extensions of credit in the aggregate principal amount and accrued and unpaid interest outstanding of $217,937,285. Upon the Debtors' emergence from their Prior Chapter 11 Cases, the Prepetition Secured Parties also hold the controlling equity in the Debtors. Out of the entirety of the Prepetition Financing, approximately $130 million came from exit financing through the Prepetition Credit Agreement, approved by the Court in the Debtors' Prior Chapter 11 Cases. The remaining portion of the Prepetition Financing -- Post-Emergence Financing -- nearly $90 million, was a result of additional loans entered into by the Debtors with the Prepetition Secured Parties after their emergence from the Prior Chapter 11 Cases. Approximately half of the Post-Emergence Financing was not contemplated under the original Prepetition Credit Agreement, requiring amendments to the Prepetition Credit Agreement without any oversight from the Court. To the Committee's knowledge, the Secured DIP Parties are wholly independent of the Prepetition Secured Parties. The Committee wants the proposed Final DIP Order modified to provide for these terms: -- No Liens/Claims on Unencumbered Assets The proposed Final Order should clearly state that, in addition to the excluded Avoidance Actions, no other assets of the Debtors that were unencumbered as of the Petition Date (including, without limitation, proceeds from leasehold interests, foreign equity and intellectual property and the proceeds therefrom, and commercial tort claims) shall be subject to: (i) the DIP Liens, (ii) the DIP Superpriority Claims, (iii) the Adequate Protection Liens, or (iv) the Adequate Protection Priority Claims. -- No Payment of Sale Proceeds without an Allocation Due to the significant unencumbered assets in these Cases, to the extent the proposed Final Order provides for the satisfaction of Prepetition Obligations upon disposition of the Debtors' assets through a 363 Sale or otherwise, the proposed Final Order (or any subsequent order) must explicitly provide for an allocation of the assets before such satisfaction. -- No Section 506(c) Waiver No waiver of the Debtors' section 506(c) surcharge rights should be granted in these Cases without first ensuring payment in full to known administrative claimants—specifically "stub" rent claims for the November 2016 postpetition period, claims pursuant to section 503(b)(9) of the Bankruptcy Code, and all the other costs and expenses of preserving and disposing of the DIP Collateral and Prepetition Collateral. -- Committee Challenge Period The Committee is prepared to conduct its investigation of the Prepetition Secured Parties liens and claims within the 60-day window. The Committee, however, should not be limited in its investigation into whether any colorable causes of action arose from the conduct of the Prepetition Secured Parties, in their role as equity holders, with respect to the Debtors' performance in the wake of the Prior Chapter 11 Cases. The Prepetition Secured Parties are not providing any new financing to these estates and should not be given the equivalent of "plan releases" in the DIP Order. -- Committee Investigation Funding A $50,000 budget from DIP Facility proceeds is appropriate with respect to a lien review of the Prepetition Secured Parties. However, this should not be a cap and the proposed Final Order should not prohibit the Committee from seeking payment of additional, reasonable fees and expenses in fulfillment of its fiduciary duties in these Cases. As reported by the Troubled Company Reporter, American Apparel, LLC and its affiliated debtors seek authorization to obtain a $30 million postpetition senior secured superpriority financing from Encina Business Credit, LLC as administrative and collateral agent, and the DIP Lenders. The Debtors said their primary objective in filing for Chapter 11 anew is to consummate a sale of their business or some or all of their assets to Gildan Activewear SRL. The Debtors said the financing from Encina will, among other things, provide the capital necessary to allow the Debtors to continue operating without material disruption to their businesses, during the chapter 11 cases for the period pending the Sale, all in an effort to maximize the value of their estates for the benefit of creditors. Borrowings under the DIP Credit Facility are governed by an interest rate of LIBOR plus 5.25% and that the facility matures on May 7, 2017, subject to mandatory prepayment from net sales proceeds. The DIP Lenders will be entitled to a $5,000 per month administration fee, a 2.0% closing fee and a 0.5% commitment fee. The Debtors further relate that the DIP Agent, for the benefit of itself and the DIP Lenders, will receive a superpriority administrative claim with respect to, and liens and priming liens on, substantially all of the Prepetition Collateral, except the Excluded Interests and certain other exceptions. The Milestones that the Debtors must meet, as provided for in the proposed DIP Credit Agreement, are: (1) within 7 days of the Petition Date, filing of a motion seeking entry of an order from the Bankruptcy Court approving bidding procedures and the selection of a Stalking Horse Bid relating to a 363 Sale for consideration in excess of the amount sufficient to repay the Obligations in full; (2) entry of the Final Order within 30 days of the Petition Date; (3) entry of the Bidding Procedures Order within 35 days of the Petition Date; (4) conducting an auction within 65 days of the Petition Date; (5) entry of the order approving a Sale within 70 days of the Petition Date; (6) closing of the Sale within 80 days of the Petition Date; and (7) filing of the motion seeking to extend the deadlines to assume or reject unexpired leases of non-residential real property within 14 days of the Petition Date. As of the Petition Date, the Debtors' material funded debt obligations consist of the Prepetition Credit Facility from the Prepetition Secured Lenders and Wilmington Trust, National Association, as Prepetition Agent, which has an aggregate principal amount of approximately $215 million, divided into three loan tranches: (1) Exit Loans (a) Total Obligations Outstanding: $130,507,817 (b) Payment Priority: (i) First Priority: 65% of IP collateral; other collateral (ii) Second Priority: accounts receivable and inventory, shared pro rata with the IP Additional Loans (2) Additional Loans: (a) Total Obligations Oustanding: $59,730,000 (b) Payment Priority: (i) First Priority: accounts receivable and inventory (ii) Second Priority: other collateral (3) IP Additional Loans: (a) Total Obligations Outstanding: $25,319,468 (b) Payment Priority: (i) First Priority: 35% of IP collateral (ii) Second Priority: accounts receivable and inventory (shared pro rata with the Exit Loans) (iii) Third Priority: other collateral American Apparel (Carnaby) Limited, a Foreign Affiliate, entered into a credit agreement to borrow $15 million from Standard General L.P., with interest accruing at 14% per annum and with Debtor American Apparel, LLC as guarantor. Upon the filing of the cases, the outsanding obligations under the Standard General Credit Facility accelerated and are currently due. A full-text copy of the Debtor's Motion, dated November 14, 2016, is available at: http://bankrupt.com/misc/AmericanApparel2016_1612551bls_17.pdf 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. Proposed Counsel for the Official Committee of Unsecured Creditors: Justin R. Alberto, Esq. Evan T. Miller, Esq. Gregory J. Flasser, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 E-mail: jalberto@bayardlaw.com emiller@bayardlaw.com gflasser@bayardlaw.com - and - Cathy Hershcopf, Esq. Seth Van Aalten, Esq Michael Klein, Esq COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Tel.: 212-479-6000 Fax: 212-479-6275 E-mail: chershcopf@cooley.com svanaalten@cooley.com mklein@cooley.com AMERICAN MIDSTREAM: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------------- S&P Global Ratings said it assigned its 'B' corporate credit rating to master limited partnership (MLP) American Midstream Partners L.P. The outlook is stable. S&P also assigned its 'B' issue-level rating and '3' recovery rating to American Midstream's $300 million senior unsecured notes due 2024. The '3' recovery rating indicates that lenders can expect meaningful (50% to 70%; higher half of the range) recovery in the event of a payment default. "The stable outlook reflects our expectation that American Midstream Partners (on a pro forma basis merged with JPEP) will maintain debt to EBITDA of about 5x (including preferred equity classified as debt) and distribution coverage of about 1.2x in 2017," said S&P Global Ratings credit analyst Stephen Scovotti. "We also expect the company to maintain liquidity we view to be adequate. We expect the company to continue to be acquisitive, through dropdowns and third-party acquisitions, and expect it to fund any future acquisitions in a balanced manner using debt and equity." S&P could lower the ratings if debt to EBITDA increased above 6x on a sustained basis. This could occur if the company adopts a more aggressive financial profile, which could include funding acquisitions primarily with debt. A negative rating action could also occur if volumes were lower than S&P's expectations, resulting in weaker cash flows. Although unlikely in the near-term, S&P could raise the ratings if the company is successful at operating its pro forma assets while increasing the size, scale, and diversity of the business. In addition, S&P would also need to see the company adopt a more conservative financial profile, including debt to EBITDA well below 5x on a sustained basis. ANGELS OF THE VALLEY: Expects Patient Census Increase, PCO Says --------------------------------------------------------------- Constance Doyle, as the Patient Care Ombudsman for Angels of the Valley Hospice, LLC, has filed a Sixth Interim Report before the US Bankruptcy Court for the Central District of California for the period of October 1, 2016, through November 30, 2016. The PCO finds that all care provided to the patients by the Debtor remains well within the standard of care. The PCO reported that during the period, there is no change in staffing other than a pier-diem increase of staff to assist with the survey preparation for the upcoming Joint Commission Survey due in December. In November, an agreement to join an "Accountable Care Organization" (ACO), a group participation, much like an HMO, allowing for a reduction in cost for Durable Medical Equipment (DME), Pharmaceutical, etc.. The PCO added that working within the group should increase patient census via referrals. A Quality Program is part of the organization and the APO is CMS (Center for Medicare/Medical Services) approved. Angels of the Valley Hospice Care, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif., Case No. 15-28771) on December 11, 2015, and is represented by Julie J Villalobos, Esq., at Oaktree Law, in Cerritos, California. At the time of filing, the Debtor had $777,839 in total assets and $1.60 million in total liabilities. The petition was signed by Emerald Argonza, CEO. ANTERO RESOURCES: Moody's Assigns Ba3 Rating on Sr Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Antero Resources Corporation's proposed $550 million senior unsecured notes due 2025. Antero's other ratings and rating outlook were unchanged. Net proceeds from this note offering will be used primarily to repay Antero's $525 million 2020 notes and any remaining balance will be used for general corporate purposes. "This is s leverage neutral transaction which will push Antero's nearest maturity to 2021," said Sajjad Alam, Moody's Senior Analyst. Assignments: Issuer: Antero Resources Corporation -- Senior Unsecured Regular Bond/Debenture due 2025, Assigned Ba3 (LGD5) RATINGS RATIONALE The proposed notes will rank equally in right of payment with Antero's existing senior unsecured notes and will have the same subsidiary guarantee package. The proposed notes are rated Ba3, one notch below the Ba2 Corporate Family Rating (CFR) given the substantial size of Antero's secured revolving credit facility, which has a first-lien claim to Antero's assets. Antero's Ba2 CFR is underpinned by its strong hedge book and significant anticipated production growth through 2018, large and efficient natural gas production platform in Appalachia that has low geological risk and cost profile, and good liquidity. Antero had $2.4 billion in unrealized hedging gains, $3 billion of availability under its $4 billion committed revolving credit facility (pro forma for the recent $170 million asset sale and $175 million of private placement) and a 61% ownership interest in Antero Midstream Partners LP (Antero Midstream) as of September 30, 2016. Antero's ratings are constrained by its high financial leverage, significant projected negative free cash flow generation due to aggressive growth, ongoing costs associated with committed but unfilled firm transportation capacity and the high proportion of proved undeveloped reserves that will require significant future capital investments. Antero is exposed to the prolonged nature of the energy price downturn and the risk that the company's continued heavy capital spending through 2018 may increase its already high financial leverage. However, the company has the ability to fund negative free cash flow with a number of tools, including post-2018 hedge monetization, the sale of Antero Midstream units, which brought in over $178 million in March 2016, and potential equity issuance. The negative outlook reflects the risks of higher financial leverage due to continued heavy capital spending. An upgrade is unlikely until there is better alignment between Antero's operating cash flow and capital spending and a meaningful reduction in leverage. If the company can sustain a retained cash flow to debt ratio above 30%, an upgrade could be considered. A downgrade is likely if Antero is unable to sustain the ratio of retained cash flow to debt above 15% or if financial leverage increases from 2015 year end levels. The principal methodology used in this rating was Global Independent Exploration and Production Industry published in December 2011. Antero Resources Corporation is a leading natural gas and natural gas liquids producer in the Marcellus and Utica shales in West Virginia, Ohio and Pennsylvania. AP&E PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of AP&E Properties, LLC as of Dec. 9, according to a court docket. AP&E Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.W. Va. Case No. 16-50282) on November 15, 2016. The petition was signed by James Phillip Wills. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. ARMADA WATER: Sale of Ector County Property for $250K Approved -------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas authorized Armada Water Assets, Inc., and Wes-Tex Vacuum Service, Inc., to sell real property located near Odessa, in Ector County, Texas, to Wildcat RE, Inc., for an aggregate all-cash purchase price of $250,000. Without need for any additional Court order, Wes-Tex and its officers, directors, employees and agents are authorized and directed to execute and deliver, and empowered to perform under, consummate, and implement, the Purchase Agreement and the transactions contemplated thereunder, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Purchase Agreement and the transactions contemplated thereunder, and to take all further actions as may be reasonably requested by the Buyer, or otherwise required under the Purchase Agreement, including, without limitation, paying up to $2,000 in the aggregate to satisfy claims asserted against or relating to Personal Property to facilitate the conveyance of such property to the Buyer. The valid and perfected first-priority priming liens of Harrington Global Opportunities Fund SARL, as the administrative and collateral agent for the DIP Lenders, granted pursuant to the DIP Order will attach to proceeds, and the Debtors' access or use of such proceeds will expressly be subject to the terms of the Order and the DIP Order. The ad valorem tax lien asserted by creditor Ector County Appraisal District ("Ector CAD") for years 2016 and prior pertaining to the Property will attach to the proceeds and the closing agent will pay said ad valorem tax debt to Ector CAD in complete satisfaction of all such ad valorem tax debt and lien immediately upon closing and prior to any disbursement of proceeds to any other person or entity, provided however, that the ad valorem taxes pertaining to the property will be prorated in accordance with the Purchase Agreement. Should the sale of the property close after Dec. 31, 2016, the ad valorem taxes for year 2017 pertaining to the property will be prorated in accordance with the Purchase Agreement and will become the responsibility of the Buyer, and the ad valorem tax lien will be retained against the property until said taxes are paid in full. About Armada Water Assets Armada Water Assets, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60056) on May 23, 2016. The petitions were signed by Tom Breen, chief restructuring officer. The cases are pending joint administration before Judge David R. Jones under proposed Lead Case No. 16-60056. The Debtors estimated assets and liabilities in the range of $10 million to $50 million. The U.S. Trustee for the Southern District of Texas, on Aug. 18, 2016, appointed two creditors of Armada Water Assets, Inc., et al., to serve on the official committee of unsecured creditors. The committee members are: Pac-Van, Inc., and M & M Excavation Inc. ASSIST-MED INC: Unsecureds To Recover 100% in 60 Months ------------------------------------------------------- Assist-Med, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement referring to the Debtor's plan of reorganization. The allowed general unsecured claims will be paid 100% of their claims in 60 monthly payments. Their payments will be due and payable beginning on the 15th day of the first month following 60 days after the effective date of the plan. The amount to be paid pro rata is $7,070. These claims are impaired. Payments and distributions under the Plan will be funded by ordinary business income. As to a default under the Plan, any creditor remedies allowed by 11 U.S.C. Section 1112(b)(4)(N) will be preserved to the extent otherwise available at law. In addition to any rights specifically provided to a claimant treated pursuant to the Plan, a failure by the Reorganized Debtor to make a payment to a creditor pursuant to the terms of this Plan will be an event of default as to payments if the payment is not cured within 30 days after service of a written notice of default from such creditor, then the creditor may exercise any and all rights and remedies under applicable non-bankruptcy law to collect the claims or seek the relief as may be appropriate in the Court. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-31624-51.pdf Assist-Med, Inc., sought protection under Chapter 11 (Bankr. S.D. Tex. Case No. 16-31624) on April 3, 2016. The Debtor is represented by Margaret Maxwell McClure, Esq., at the Law Office of Margaret M. McClure. The case is assigned to Judge Karen K. Brown. The Debtor disclosed total assets of $23,284 and total debts of $1.11 million. ASTORIA ENERGY: S&P Lowers Rating to 'BB-' on Weak Power Pricing ---------------------------------------------------------------- S&P Global Ratings lowered its project finance rating on Astoria Energy LLC (Astoria) to 'BB-' from 'BB'. The outlook is stable. The downgrade stems from ongoing weak power pricing in New York ISO Zone J, which has changed S&P's opinion on future power prices and debt service coverage. Astoria owns a 585-megawatt natural gas-fired power plant in Queens, N.Y. Astoria's power purchase agreement with Consolidated Edison Co. of New York Inc. ended in April 2016, and now the project is fully exposed to merchant markets. The chief risk is Astoria's exposure to volatile energy and capacity markets after the termination of that agreement. S&P's stable outlook on Astoria, however, reflects S&P's expectation that despite high initial leverage, a strong capacity market and barriers to entry in Zone J will support pricing to some degree. BEAR CREEK: Ch. 11 Trustee Can Continue Using Cash Until Dec. 14 ---------------------------------------------------------------- Judge John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan authorized Kelly M. Hagan, Chapter 11 Trustee of Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II LLC, to continue using cash collateral until December 14, 2016. Judge Gregg had previously entered a Final Order authorizing the use of cash collateral until December 5, 2016. The Chapter 11 Trustee, DOF IV REIT Holdings, LLC, and the U.S. Trustee entered into a Stipulation and agreed to amend the Final Order, and extend the use of cash collateral through December 14, 2016. DOF IV REIT Holdings, LLC is the only entity that has an interest in the cash collateral to be used by the Trustee. A full-text copy of the Order, dated December 6, 2016, is available at https://is.gd/cR32SX DOF IV REIT Holdings, LLC is represented by: Lawrence P. Gottesman, Esq. Allegaert Berger & Vogel LLP 111 Broadway, 20th Floor New York, New York 10012 Email: lgottesman@abv.com About Bear Creek Partners II Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos. 16-02553 and 16-02554) on May 6, 2016. The petition was signed by Scott A. Chappelle, president. Each Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtors retained Jay L. Welford, Esq., at Jaffe, Raitt, Heuer & Weiss, PC as their legal counsel and Robert R. Wardrop, Esq., at Wardrop & Wardrop PC as their local counsel, and hired O'Keefe & Associates Consulting LLC as their financial advisor. Lawyers at Wardrop & Wardrop, P.C., represent the creditors' committee. Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee for the Debtors' estates. Her own law firm, Hagan Law Offices PLC, serves as the Trustee's counsel. She employs A.L. Mitchell & Associates as accountant CBRE, Inc. as real estate broker. BERNARD L MADOFF: 2nd Cir. Tosses Appeal in ERISA Suit ------------------------------------------------------ Martin O'Sullivan, writing for Bankruptcy Law360, reported that the U.S. Court of Appeals for the Second Circuit refused to revive a suit by a New York engineers' union fund that kept nearly $33 million in fake Bernie Madoff profits, rejecting the fund's stance that it lost potential profits over its asset manager's failure to recommend a full withdrawal from Madoff's investments. The Upstate New York Engineers Pension Fund alleged that Ivy Investment Management breached its fiduciary duties when it concluded in 1998 that parking money with Madoff was "no longer prudent" but did not counsel full withdrawal. Meanwhile, JPMorgan Chase & Co. last month hit back at a group of investors in Madoff's Ponzi scheme who are trying to get the U.S. Supreme Court to greenlight their suit claiming the mega-lender failed to report suspicious banking activities, according to a report by Stewart Bishop of Bankruptcy Law360. The report relates JPMorgan said untimeliness is just the "tip of the iceberg" of flaws with the case. The investors claim JPMorgan and two former employees were liable as control persons under federal securities laws given their banking relationship with Madoff and his former investment company, Bernard L. Madoff Investment Securities. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Oct. 28, 2016, the SIPA Trustee has recovered more than $11.4 billion and has distributed $9.467 billion, which includes more than $836.6 million in committed advances from the Securities Investor Protection Corporation (SIPC). BOATYARD RENTALS: Wants Court Approval for Cash Collateral Use -------------------------------------------------------------- Boatyard Rentals, LLC, Deltaville Boatyard, LLC and Deltaville Marina, LLC ask the U.S. Bankruptcy Court for the Eastern District of Virginia for authorization to use cash collateral. Boatyard Rentals is indebted to SummitBridge National Investments III, LLC in the amount of approximately $1,935,396.13. The debt was secured by interest in certain real property located in 264 Buck's View Lane, Delataville, Virginia. Deltaville Marina is likewise indebted to SummitBridge National Investments III in the amount of $2,312,501.65. The debt was secured by interest in certain real property located at 274 Buck's View Lane, Deltaville, Virginia. The Internal Revenue Service has a lien against certain of the Debtor's cash collateral. The Debtors tell the Court that they require the use of cash collateral to effectively administer the chapter 11 estates. They further tell the Court that they require the continued use of cash collateral to permit them to pay vendors, meet ongoing operational expenses, including wages, maintain in effect insurance policies, preserve and protect their assets, and to generally and otherwise pay obligations critical to continuing the operation of their business. The Debtors' 13-Week Budget for the period beginning December 31, 2016 through March 25, 2017, provides for total cash disbursements from operations in the amount of $377,783. The Debtors propose to grant SummitBridge National Investments III and the IRS with replacement liens in the Debtors' post-petition assets, to the same extent of their pre-petition liens. The Debtors further propose to make monthly adequate protection payments to SummitBridge National Investments III in the amount of $7,500, beginning on January 3, 2017, and to the IRS in the amount of $5,800, beginning on January 21, 2017. A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/BoatyardRentals2016_1635389klp_22.pdf About Boatyard Rentals, LLC Boatyard Rentals, LLC, Deltaville Marina, LLC, and Deltaville Boatyard, LLC filed chapter 11 petitions (Bankr. Case Nos. 16-35389, 16-35390,and 16-35974, respectively) on Nov. 2, 2016. The petitions were signed by Kieth Ruse, manager. The Debtors are represented by Paula S. Beran, Esq. at Tavenner & Beran, PLC. Boatyard Rentals, LLC's case is assigned to Judge Keith L. Phillips. Deltaville Marina, LLC's case is assigned to Judge Kevin R. Huennekens. Deltaville Boatyard, LLC's case is assigned to Judge Keith L. Phillips. Boatyard Rentals, LLC estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. Deltaville Marina, LLC estimated both assets and liabilities at $1 million to $10 million at the time of the filing. Deltaville Boatyard, LLC estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. BON-TON STORES: Incurs $31.6 Million Net Loss in Third Quarter -------------------------------------------------------------- The Bon-Ton Stores, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $31.58 million on $589.9 million of net sales for the 13 weeks ended Oct. 29, 2016, compared to a net loss of $33.99 million on $623.40 million of net sales for the 13 weeks ended Oct. 31, 2015. For the 39 weeks ended Oct. 29, 2016, Bon-Ton Stores reported a net loss of $108.1 million on $1.72 billion of net sales compared to a net loss of $107.6 million on $1.78 billion of net sales for the 39 weeks ended Oct. 31, 2015. As of Oct. 29, 2016, Bon-Ton Stores had $1.73 billion in total assets, $1.80 billion in total liabilities and a total shareholders' deficit of $68.64 million. At Oct. 29, 2016, the Company had $7.0 million in cash and cash equivalents and $302.7 million available under its Second Amended Revolving Credit Facility (before taking into account the minimum borrowing availability covenant under such facility). Excess availability was $250.2 million as of the comparable prior year period. A full-text copy of the Form 10-Q is available for free at: https://is.gd/TD2hah About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which includes nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's Web site at http://investors.bonton.com. Bon-Ton Stores reported a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016, compared to a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores's Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'CCC'. The outlook remains negative. "The upgrade reflects our view of Bon-Ton's somewhat improved liquidity after refinancing its A-1 ABL term loan tranche with an extended maturity to March 2021 and enhanced liquidity from the additional $50 million in borrowing capacity to address upcoming debt maturity in 2017. BSG HOLDINGS: Sitex Buying West Caldwell Property for $1.8 Million ------------------------------------------------------------------ Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on Dec. 28, 2016 at 10:00 a.m. to consider BSG Holdings, LLC's private sale of real property located at 40 Fairfield Place, West Caldwell, New Jersey, to The Sitex Group for $1,800,000. Objection, if any, must be filed at least 7 days prior to the hearing date of the Motion. The property is currently insured by the Debtor through Oct. 19, 2017. The proposed Sale for $1,800,000 is approximately equal to the $1,835,000 value of the property as reflected in the Appraisal prepared by an unrelated, third-party Crown Bank, N.A. The Township of West Caldwell holds a tax lien against the property in the approximate amount of $70,648. PNC Bank, N.A. holds a first position secured claim against the property in the approximate amount of $1,192,045. The U.S. Small Business Administrative holds a second position secured claim against the property in the approximate amount of $775,334. Based upon the foregoing, the total approximate amount of secured claims against the property is $2,038,027. On Nov. 30, 2016, the Purchaser, by and through its Senior Vice President Blake Chroman, sent a Letter of Intent ("LOI") to realtors Thomas P. Consiglio, SIOR, and Todd Hali, SIOR, Principals of the Resource Realty of Northern New Jersey ("RRNNJ"), to purchase the property for $1,800,000. The salient terms of the LOI are: a. Property: 40 Fairfield Place, West Caldwell, New Jersey b. Purchase Price: $1,800,000 c. Buyer: The Sitex Group d. Seller: BSG Holdings, LLC e. Deposit: $100,000 f. Brokerage: $75,000 g. Expiration: Dec. 31, 2016 A copy of the LOI attached to the Motion is available for free at: http://bankrupt.com/misc/BSG_Holdings_32_Sales.pdf The Debtor asks the Court to approve the proposed sale pursuant to the terms of the LOI, and free and clear of any and all liens, claims and encumbrances. The Debtor submits that the proposed sale is fair and reasonable, and that the Debtor is proceeding in good faith, in order to obtain the highest and best price for the property, thereby maximizing the value to the estate. In addition to the foregoing, the Debtor seeks authorization from the Court, pursuant to D.N.J. LBR 6004-5, to pay professionals whose services are related to the proposed sale to RRNNJ and Court-Approved Special Counsel Peter J. Vasquez, Esq., from the proceeds of the proposed sale, at the time of closing as follows: (i) $75,000 commission from the proposed Sale to RRNNJ under the terms of the LOI; and (ii) $5,000 to Peter J. Vazquez, Jr., Esq. for representation of the Debtor at the closing on the proposed sale. The Purchaser can be reached at: Blake Chroman Senior Vice President THE SITEX GROUP 40 Fairfield Place West Caldwell, NJ 07006 Telephone: 452-6871 About BSG Holdings BSG Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-26627) on August 30, 2016. The petition was signed by Laxmichand Gudhka, managing member. The case is assigned to Judge Vincent F. Papalia. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. BUCKTAIL MEDICAL: Patient Care Ombudsman Files 6th Report --------------------------------------------------------- Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical Center, has filed a sixth interim report for the period of September 20, 2016, through November 19, 2016. The PCO reported that the Debtor's Administration and Staff were open and cooperative during each on-site visit. Personnel were fully transparent in discussing their roles and responsibilities as well as providing any and all requested information and data. Further, management embraced the process of having a PCO on site and encouraged exchange between the PCO and the management, which enabled the PCO to efficiently discharge her responsibilities. The PCO added that the established theme at the Facility is that the resident care is first and foremost. A strong sense of teamwork between the administration and staff was observed, as well as amongst staff members. The residents, staff, and administration have each expressed that they feel like a "family" and there is a genuine concern for the residents. The PCO further noted that the stable and steady leadership of the Facility has strengthened staff unity; all staff interviewed express faith in the management team and their resolve to continually improve. The PCO did not note any circumstances or issues that would impact resident care at any of the Facilities as a result of the bankruptcy during the reporting period. If the Debtor has not emerged from bankruptcy, the next report will be issued no later than January 30, 2017, and will cover the seventh reporting period of November 20, 2016 through January 19, 2017. About Bucktail Medical Center The Bucktail Medical Center owns and operates a 21-bed Critical Access Hospital, a 43 bed skilled nursing care facility, a basic life-support ambulance, and a community health clinic. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015. The Debtor's petition was signed by Timothy Reeves, CEO. Hon. John J. Thomas presides over the case. Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the Debtors. In its petition, Bucktail Medical Center estimated $0 to 50,000 in assets and $1 million to $10 million in liabilities. BUFFETS LLC: Summit Towne Tries To Block Approval of Disclosures ---------------------------------------------------------------- Summit Towne Centre, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas an objection to Buffets, LLC, et al.'s disclosure statement for the Debtor's joint plan of reorganization dated Sept. 30, 2016. Summit Towne filed a timely Proof of Claim at Claim No. 430 for lease rejection damages ($227,250) based upon a lease agreement dated Feb. 25, 1992, as amended, for premises located in Erie, Pennsylvania. The lease was rejected by court order dated March 11, 2016. Summit Towne also filed an administrative expense priority claim for an estimated $100,000 based upon damage done to the leasehold premises after the Petition was filed, including damages to the electrical and plumbing systems, flooring and signage. Summit Towne complains that the Disclosure Statement fails to provide adequate information of a kind, and in sufficient detail, that would enable a hypothetical investor typical of the holders of claims or interests in the case to make an informed judgment about the Joint Plan. The Disclosure Statement, according to Summit Towne, does not advise the creditors whether or not their claims will be objected to post-confirmation. A hypothetical investor typical of the holder of a claim in the case could not make an informed judgment about the Plan without knowing whether or not its claim will be paid or subject to an objection. A creditor has the right to know if its claim is objectionable before being asked to vote for or against the Plan. Summit Towne says that the Disclosure Statement does not contain adequate information regarding whether or not the Debtors will have enough money on the effective date to pay administrative claims in full. Regarding the administrative portion of the claim filed by Summit Towne at Claim No. 430, it is impossible to determine whether or not the administrative claim is included in the administrative expenses referred to in Note 17 to the Liquidation Analysis. Summit Towne suggests that: (a) the creditors should be advised now, in advance of the deadline for ballots to be cast for or against the proposed Plan, if their claims are objectionable; (b) in the alternative, the Disclosure Statement should be amended to include the risk that a claim could be valid and enforceable, as filed, when the Plan is confirmed, but then be objected to later even though the claimant voted in favor of the Plan, Summit Towne states; and (c) the procedure for allowance and payment of administrative claims should be clarified, and the source and availability of the funds to pay the allowed administrative claims on the effective date should be identified. As reported by the Troubled Company Reporter on Oct. 13, 2016, the Debtors filed with the Court a Joint Plan of Reorganization and Disclosure Statement, which proposes a return of approximately 5% to general unsecured creditors with possible upside from litigation recoveries. The aggregate amount of general unsecured claims is estimated at $100 million to $115 million. Summit Towne is represented by: Guy C. Fustine, Esq. KNOX McLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, Pennsylvania 16501-1461 Tel: (814) 459-2800 E-mail: gfustine@kmgslaw.com About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP, as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. The U.S. Trustee on March 21, 2016, appointed Van Eerden Foodservice Company, Heather Gage, Bryce King, Realty Income Corporation, Windstream, Automatic Data Processing, Inc., and Edward Don & Company as members of the Official Committee of Unsecured Creditors. The Committee appointed Greenberg Traurig, LLP as counsel. BUFFETS LLC: Wells Fargo Bank Tries To Block Plan Outline Okay -------------------------------------------------------------- Wells Fargo Bank, N.A., successor in interest to Wachovia Bank, National Association, filed with the U.S. Bankruptcy Court for the Western District of Texas an objection to Buffets, LLC, et al.'s disclosure statement for the Debtor's joint plan of reorganization. Wachovia Bank in 2009 entered into a $30 million credit facility for the purpose of issuing letters of credit. The only remaining outstanding Letter of Credit is for $1 million and benefits the Insurance Commissioner of West Virginia. The credit facility is secured by a deposit account at Wells Fargo valued at $263,473.36 as of the date of the Petition. The claim of Wells Fargo is treated in Class 7 of the Plan and Disclosure Statement. Under the Plan, "Wells Fargo will retain its collateral and receive a new Letter of Credit and Reimbursement Agreement or will otherwise be treated in a manner so as to render the Debtors' obligations to holders of Wells Fargo Letter of Credit Claims unimpaired as agreed to by the holders of Wells Fargo Letter of Credit Claims." Wells Fargo has notified the Insurance Commissioner that the existing Letter of Credit will not be renewed effective Feb. 26, 2017. In the event that the Insurance Commissioner makes demand on Wells Fargo under the terms of the Letter of Credit, Wells Fargo will seek pemiission to repay itself principal, accrued interest, attorney's fees and costs, from the deposit account. The Disclosure Statement and Plan should be amended to reflect the nonrenewal of the Letter of Credit, the need for replacement security prior to Jan. 27, 2017, and the mechanism for repayment of the Wells Fargo claim in the event that the Insurance Commissioner draws on the Letter of Credit. According to Wells Fargo, the Disclosure Statement does not providing adequate or up-to-date information with respect to the claim of the bank. Accordingly, Wells Fargo requests that the Court require the Disclosure Statement to be amended to accurately reflect the claim of Wells Fargo, the need for replacement security and the means for payment of the claim of Wells Fargo, if necessary. As reported by the Troubled Company Reporter on Oct. 13, 2016, the Debtors filed with the Court a Joint Plan of Reorganization and Disclosure Statement, which proposes a return of approximately 5% to general unsecured creditors with possible upside from litigation recoveries. The aggregate amount of general unsecured claims is estimated at $100 million to $115 million. Wells Fargo is represented by: Robert L. Barrows, Esq. WARREN, DRUGAN & BARROWS, RC. 800 Broadway San Antonio, Texas 78215 Tel: (210) 226-413 1 Fax: (210) 224-6488 E-mail: rbarrows@wdblaw.com About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP, as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. The U.S. Trustee on March 21, 2016, appointed Van Eerden Foodservice Company, Heather Gage, Bryce King, Realty Income Corporation, Windstream, Automatic Data Processing, Inc., and Edward Don & Company as members of the Official Committee of Unsecured Creditors. The Committee appointed Greenberg Traurig, LLP as counsel. CABLE & WIRELESS: Fitch Assigns 'BB-' IDR; Outlook Stable --------------------------------------------------------- Fitch Ratings has assigned Cable & Wireless Communications Limited (CWC) Long-Term Foreign Currency and Local Currency Issuer Default Ratings of 'BB-' with a Stable Outlook. KEY RATING DRIVERS CWC's ratings reflect its diversified services and operating geographies, leading market positions, and solid network competitiveness backed by high investment level. CWC's market positions were further strengthened by its acquisition of Columbus International Inc. in 2015. The ratings are tempered by CWC's high leverage for the rating level, cash flow leakage to non-controlling shareholders for some of its key operations, and pressured growth in its main mobile and fixed-voice segments due to the mature industry trend. CWC is a wholly owned subsidiary of Liberty Global plc (LG), and is a part of LiLAC Group (LiLAC), which represents LG's Latin America and Caribbean operations. The company benefits from the strategic oversight by LG and its management expertise, as well as procurement and operating synergies gained from the group. LiLAC operating entities are separately capitalized and operations are managed independently; the LG group maintains a leverage target of 4.0x-5.0x for companies in the group. In Fitch's base case scenario for the short to medium term, Fitch does not foresee any material cash flow upstream to the parent given CWC's high leverage and suppressed free cash flow (FCF) generation that limits capacity for such cash flow upstream. Solid Market Position: CWC is an integrated telecom operator with operational geographies in the Caribbean region, Latin America, and the Seychelles. The company's operation is well diversified into mobile and fixed services and it has the number one market position in the majority of its markets, especially for the fixed-line segment following its acquisition of Columbus, which resulted in improved scale and network reach and quality. The market structure in most of the region is largely a duopoly between CWC and Digicel. Fitch does not believe the risk of a new entrant to be high given the relatively small size of each market amid the increasing market maturity, especially for the mobile service. Under this environment, Fitch expects the company's leading market positions to remain stable over the medium term although the competitive pressures should remain high. In addition, the company's continued high investment for network upgrades, under its three-year 'Project Marlin' capex plan, should bode well for its network competitiveness in the coming years. Slow Growth; Stable Margins: CWC's revenue growth has been stagnant during 2016 as most segments are pressured by a high level of competition and the unfavourable industry trend. During the first six months of fiscal year 2017 (FY17), which ends on March 31, 2017, the company's revenues contracted by 2.2%, mainly due to the suppressed mobile and fixed-voice segments. Fitch does not expect revenue contraction in the mobile segment to reverse in the short term as data ARPU improvement would not be sufficient to fully mitigate the mobile voice ARPU trends. Legacy fixed-voice revenue erosion is also unlikely to abate due to waning demand given cheap mobile voice or Voice-over-internet-protocol (VoIP) services. Fitch believes that CWC's broadband and managed services segments will be the main growth drivers backed by its increasing subscriber base and relatively low service penetrations, and growing corporate/government clients' IT service demands. Overall, Fitch forecasts these two segments will enable resumed modest revenue growth in FY18. Despite revenue contraction, the company has managed to improve its EBITDA generation by 1.5% during 1HFY17 compared to a year ago, mainly backed by cost savings from network and staff related synergies following the Columbus acquisition. Following the acquisition by LG in May 2016, the company also announced its plan to save additional USD150 million by 2020 on a recurring basis; half is through opex reduction and the remainder is capex savings. These acquisition-synergy-driven cost reductions should help the company maintain relatively stable EBITDA margins over the medium term at 37%-38%. Negative FCF Until FY17: Fitch expects CWC's FCF generation to remain negative in FY17 due to high capex, which has remained in negative territory since FY14. The company also paid special dividend of USD194 million related to LG's acquisition of CWC during FY17, which was funded by its Term Loan B2 at Sable International Finance Limited (SIFL). Despite continued EBITDA improvement to USD950 million in FY16 (USD902 million on a restated basis under US GAAP following LG's acquisition), the company's CFFO generation was weak, just USD138 million, mainly due to increased working capital and high cash finance expenses. Capex remained high at USD528 million during FY16, accounting for 22% of total sales, and the company also paid dividends of USD116 million, resulting in negative FCF generation of USD506 million and negative 21% of FCF margin, in line with the FY15 level of negative 22%. Positively, in the absence of any dividends and reduced capex following the completion of the project Marlin, Fitch expects CWC's FCF generation to turn modestly positive from FY18, which should lead to modest medium-term deleveraging. High Leverage: CWC's leverage is high for the rating level. The company's adjusted net debt to EBITDAR leverage has increased to 3.6x at end-FY16 from just 2.0x in FY14 mainly due to its Columbus acquisition in 2015 and continued negative FCF generation. Given the aforementioned negative FCF projection for FY17, Fitch estimates the company's adjusted-net-debt-to-EBITDAR leverage to increase to 4.4x by end-FY17 and modestly improve to 4.2x over the medium. Also, the company's cash-flow-based leverage was weaker than EBITDAR-based metrics as its FFO-adjusted net leverage was 5.2x at end-FY16. Different Recovery Prospects: The IDR of CWC is based on the consolidated credit profile of the group, including Columbus, given the high degree of operational integration and common business and financial strategy. For issuance ratings, Fitch believes the creditors of SIFL debt, including revolving credit facility and term loan, as well as senior unsecured notes, enjoy structurally senior guarantees from key intermediate and ultimate holding companies of the group, compared to the unsecured notes at Cable & Wireless International Finance B.V. (CWIF), which is only guaranteed by Cable & Wireless Limited (CWL). Based on Fitch's recovery analysis, debts at SIFL are assigned RR4 recovery ratings, which represent an average recovery prospect in the case of default, resulting in the same issuance ratings as the group IDR of 'BB-'. Based on the waterfall approach, Fitch does not expect there to be meaningful residual value left for the unsecured notes at CWIF after covering senior claims at SIFL, resulting in a RR5 recovery rating and a 'B+' issuance rating, which is a notch lower than the IDR. Recovery rating on Columbus' senior unsecured notes should be based on its own asset pool and cash flow generation given the separate guarantor group structure from SIFL guarantor group. As such, Fitch has assessed Columbus' notes recovery prospects on a stand-alone basis, and assigned 'RR4' recovery rating, resulting in the same issuance rating as the group IDR of 'BB-'. DERIVATION SUMMARY CWC's leading market position, diversified operations, and relatively stable EBITDA generation compare in line or favourably against other regional telecom operators in the 'BB' rating category. This strength is offset to a degree by its higher leverage than most peers in the same rating category and continued short-term negative FCF generation. Also, LG's group financial policy is a constraint on CWC's ratings. The company's overall financial profile is stronger than its direct regional competitor, Digicel Group Limited, which is rated 'B'. No country ceiling, parent-subsidiary linkage, or operating environment aspects impact the ratings. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for CWC include: -- Negative revenue growth in FY17, followed by low-single- digits revenue growth from FY18 and beyond; -- EBITDA margin to continue to improve close to 38% by FY18, mainly due to operational synergies from LG's acquisition; -- Capital intensity to gradually fall toward 16% by FY19; -- No shareholder distribution in terms of dividends, or intercompany loans; -- Adjusted net debt to EBITDAR to remain in the range of 4.0x- 4.5x over the medium term. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Muted revenue growth and margin erosion due to intense competition and lower-than-expected synergy benefits from the acquisition by LG, and continued high capex and working capital burden resulting in sustained negative FCF generation; -- A high level of cash flow upstream to LG; -- Sustained deterioration in its adjusted net leverage, increasing toward 5.0x from the current projection range of 4.0x - 4.5x. Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Continued margin expansion and FCF generation turnaround; -- Clear commitment for deleveraging in the absence of any material cash flow upstream to LG, resulting in its adjusted net leverage falling well below 4.0x on a sustained basis; -- Improvement of its FFO-based net leverage, more closely aligned with the EBITDAR based leverage ratios. LIQUIDITY CWC's liquidity profile is sound, backed by its long dated debt maturities profile and stable operational cash flow generation. The company held USD231 million of readily-available cash as of Sept. 30, 2016, while its debt maturities until the end-2017 was USD142 million. CWC also has a USD625 million revolving credit facility at SIFL, which increased from USD570 million during October 2016, with USD220 million of unused availability to be drawn. The company also has credit facilities at its regional operating subsidiaries, mainly Panama, totalling USD368 million, of which USD286 million was drawn and USD82 million was undrawn as of Sept. 30, 2016. These facilities further bolster CWC's financial flexibility. The company has good access to international capital market. FULL LIST OF RATING ACTIONS Fitch has assigned these ratings: Cable & Wireless Communications Limited -- Long-Term Foreign Currency and Local Currency IDRs 'BB-'/ Outlook Stable. Cable and Wireless International Finance B.V. -- Senior unsecured notes 'B+/RR5'. Sable International Finance Limited -- Senior secured revolving credit facility and term loans 'BB-/RR4'; -- Senior unsecured notes 'BB-/RR4'. Columbus International Inc. -- Senior unsecured notes 'BB-/RR4'. CAMP INTERNATIONAL: S&P Affirms Then Withdraws 'B-' CCR ------------------------------------------------------- S&P Global Ratings said that it affirmed its 'B-' corporate credit rating on CAMP International Holding Co. The outlook is stable. At the same time, S&P withdrew all of its issue-level ratings on CAMP because its rated debt has been repaid. Subsequently, S&P withdrew its corporate credit rating on CAMP. These actions follow the closing of The Hearst Corp.'s acquisition of Merrimack, N.H.-based CAMP from private equity firm GTCR. Hearst is a private company and not rated by S&P Global Ratings. Thus S&P cannot assess the credit worthiness of the combined entity. In connection with the transaction, CAMP's debt was fully repaid. Therefore, S&P withdrew its corporate credit rating on CAMP and our issue-level ratings on the company's debt. CCC OF FAIRPLAY: No Problems Observed, PCO 2nd Report Says ---------------------------------------------------------- Dale Watson, as Long Term Care Ombudsman for CCC of Fairplay, LLC, filed a second status report on December 1, 2016, with the United States Bankruptcy Court for South Carolina. The Ombudsman reported that there were no problems observed during the visits. Mary Dunmoyer, the Administrator, shared to the Ombudsman that there were no financial problems or issues since the bankruptcy proceedings started. Moreover, the Ombudsman observed that the facility was well stocked and the overall cleanliness of the facility was noted to be good on all visits. Further, the Ombudsman reported that there are no pending complaint investigation for the facility. About CCC of Fairplay CCC of Fairplay, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 16-03240) on June 30, 2016. The Debtor seeks to hire Skinner Law Firm, LLC, as its legal 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 CCC of Fairplay, LLC. The United States Bankruptcy Court for the District of South Carolina granted the application of the United States Trustee for the appointment of A. Dale Watson of the State Long Term Care Ombudsman Program as the patient care ombudsman for CCC of Fairplay, LLC. CHANNEL CONSTRUCTION: Court Allows Over $20K in Atty's Fees ----------------------------------------------------------- Judge Herb Ross of the United States Bankruptcy Court for the District of Alaska allowed $20,937.50 as a reasonable approximation for Class 3 attorney fees and costs in the case captioned. The debtor sought to compel the restructuring of First Bank's oversecured $2.7 million Class 3 claim for just the amount of principal and interest owing, without including $41,800 in attorney fees claimed by First Bank. However, the debtor did not identify the amount comprising Class 3 with sufficient clarity in the plan to exclude attorney fees and First Bank did not waive them. Judge Ross held that the attorney fee clause in the Class 3 loan documents should be read broadly enough to allow reasonable attorney fees for First Bank's good faith negotiation of a consensual plan without either party being the "prevailing party." However, the judge found that the $41,800 includes items not reasonably attributed to Class 3. Judge Ross therefore reduced the amount allowed by 50%, to $20,937.50, for the $41,800 fees and $75 in costs claimed by First Bank to reflect the amount attributable to Class 3. A full-text copy of Judge Ross' November 21, 2016 memorandum is available at https://is.gd/yYuCUI from Leagle.com. Channel Construction, Inc, is represented by: Cabot C. Christianson, Esq. LAW OFFICES OF CABOT CHRISTIANSON, P.C. 911 West 8th Avenue, Suite 201 Anchorage, AK 99501 Tel: (907)258-6016 Fax: (907)258-2026 -- and -- Terence K. McGee, Esq. MCGEE LAW OFFICES, PLLC 19020 Bothell Way NE, Suite D Bothell, WA 98011 Tel: (425)368-2321 Fax: (425)368-2322 Office of the U.S. Trustee, U.S. Trustee, is represented by: Thomas A. Buford, III, Esq. OFFICE OF THE UNITED STATES TRUSTEE 700 Stewart Street, Suite 5103 Seattle, WA 98101 Tel: (206)553-2000 Fax: (206)553-2566 Committee of Unsecured Creditors, Creditor Committee, is represented by: Michael R. Mills, Esq. DORSEY & WHITNEY LLP 1031 West Fourth Avenue, Suite 600 Anchorage, AK 99501-5907 Tel: (907)276-4557 Fax: (907)276-4152 Email: mills.mike@dorsey.com About Channel Construction Channel Construction, Inc., based in Juneau, Alaska, filed for Chapter 11 bankruptcy (Bankr. D. Alaska Case No. 14-00103) on March 31, 2014. Judge Herbert A. Ross oversees the case. Cabot C. Christianson, Esq., at Christianson & Spraker, serves as the Debtor's counsel. The Debtor estimated $1 million to $10 million in both assets and liabilities in its petition. A list of the Debtor's 29 largest unsecured creditors is available for free at http://bankrupt.com/misc/akb14-103.pdf CHANNEL TECHNOLOGIES: Omnibus Assets Sale Procedures Approved ------------------------------------------------------------- Judge Peter H. Carroll of the U.S. Bankruptcy Court for the Central District of California approved Channel Technologies Group, LLC's omnibus procedures for the sale, transfer, and abandonment of certain equipment, finished goods, inventory, work-in-process inventory, documents and/or surplus, obsolete, non-core, or burdensome assets. A hearing on the Motion was held on Dec. 7, 2016 at 10:00 a.m. Pursuant to Section 363(b) of the Bankruptcy Code, the Debtor is authorized to sell or transfer the assets in accordance with these Omnibus Asset Sale Procedures: a. with regard to sales or transfers of assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a net selling price equal to or less than $99,000: i. The Debtor is authorized to consummate such transaction(s) if the Debtor determines in the reasonable exercise of its business judgment, that such sales or transfers are in the best interests of its estate, without further order of the Court or notice to any party other than the U.S. Navy and Blue Wolf Capital Fund II, L.P. ("DIP Lender") and subject to the procedures set forth; ii. Three business days prior to the scheduled closing, the Debtor will transmit to the Navy and the DIP Lender a notice setting forth a) the identification of the Assets being sold or transferred, (b) the identification of the purchaser of the assets, (c) the purchase price; iii. If, prior to the close of business on the date identified in the notice provided in accordance with the preceding paragraph ("Closing Date") the Navy or the DIP Lender sends written notice to the Debtor that it objects to the proposed sale, the Debtor will not consummate the proposed sale except upon further order of the Court; iv. If no written objection is received by the Debtor from the Navy or the DIP Lender prior to the close of business on the Closing Date, then the Debtor is authorized to immediately consummate such sale or transfer without further order of the Court; and v. Any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the assets immediately prior to such sale or transfer. b. With regard to sales or transfers of Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a net selling price greater than $99,000 but equal to or less than $300,000: i. The Debtor is authorized to consummate such transaction(s) without further order of the Court if the Debtor determines in the reasonable exercise of its business judgment that such sales or transfers are in the best interests of the Debtor's estate, subject to the procedures set forth; ii. Any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the Assets immediately prior to such sale or transfer. iii. The Debtor will file with the Court and give written notice of each proposed sale or transfer to the parties entitled to such notice pursuant to that certain Order Granting Emergency Motion for Order Limiting Scope of Notice ("Limited Notice Order") entered on Oct. 20, 2016, and will comply with the special notice procedures related to classified material approved in the Limited Notice Order, if applicable, and the requirements of Local Bankruptcy Rule 6004-1(f); iv. The content of the Sale Notice will consist of (a) identification of the Assets being sold or transferred, (b) identification of the purchaser of the assets, (c) the purchase price, (d) the significant terms of the sale or transfer agreement, and (e) the location and the identity of any broker or any other party utilized by the debtors in consummating the sale and the fee to be paid to such broker or other party and a statement regarding the disinterestedness of such broker; v. If no written objections from any of the Notice Parties are filed within 7 calendar days after the date of service of such Sale Notice, then the Debtor is authorized to immediately consummate such sale or transfer without further order of the Court, provided however that if required by the buyer an order may be entered by the Court approving such sale upon stipulation of the parties; and vi. If any Notice Party files a written objection to any such sale or transfer with the Court within 7 calendar days after receipt of such Sale Notice, then the relevant Assets will only be sold or transferred upon either the consensual resolution of the objection by the parties in question or further order of the Court. If no resolution to the objection is reached, the Debtor will then schedule a hearing to consider the proposed sale of any Assets at the next scheduled omnibus hearing or such other date as may be authorized by the Court. To the extent the Debtor seeks to conduct a sale of assets to an individual buyer or a group of related buyers with an aggregate selling price greater than $300,000, the Debtor will seek separate approval from the Court with respect to such sale or transfer. Notwithstanding anything to the contrary contained, to the extent the Debtor seeks authority to sell assets to an "insider," regardless of the sale price, a Sale Notice (a) will disclose the identity of the insider and the insider's relationship to the Debtor and (b) be served on the Notice Parties. If no written objections from any of the Notice Parties are filed within 7 calendar days after the date of receipt of such Sale Notice, then the Debtor is authorized to consummate such sale or transfer in accordance with the Omnibus Asset Sale Procedures. The Debtor will use commercially reasonable efforts to market all Assets proposed to be sold in an effort to maximize the value received. Asset sales sold pursuant to the Omnibus Asset Sale Procedures will be deemed arm's-length transactions entitled to the protections of Section 363(m) of the Bankruptcy Code. All buyers will take the assets sold by the Debtors pursuant to the Omnibus Asset Sale Procedures "as is, where is," without any representations or warranties from the Debtor as to the quality or fitness of such assets for either their intended or any particular purpose. The assets will be sold free and clear of all liens against the Debtor, its estate, or the assets. The Debtor is authorized pursuant to Section 554(a) of the Bankruptcy Code to abandon assets in accordance with these Omnibus Asset Abandonment Procedures: a. The Debtor will give written notice of the abandonment ("Abandonment Notice") to the Notice Parties; b. The Abandonment Notice will contain a description in reasonable detail of the Assets to be abandoned and the Debtor's reasons for such abandonment; c. If no written objections from any of the Notice Parties are submitted to the Debtor within 7 calendar days after the date of service of such Abandonment Notice, then the Debtor is authorized to immediately proceed with the abandonment; and d. If a written objection from any Notice Party is submitted to the Debtor within 7 calendar days after service of such Abandonment Notice, then the relevant Assets will be abandoned only upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. The Debtor is authorized to pay reasonable and necessary fees and expenses incurred in the sale, transfer, or abandonment of Assets pursuant to the Order, including commission fees to agents, brokers, auctioneers, and liquidators, if any. 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. CHC GROUP: Delaware Trust Joins Creditors' Panel ------------------------------------------------ U.S. Trustee William T. Neary on Dec. 8, 2016, filed a second amended notice of appointment of CHC Group Ltd.'s official committee of unsecured creditors. The U.S. Trustee has replaced Law Debenture Trust Company with Delaware Trust Company. The committee members now include: (1) Global Helicopters Pilots Association c/o Luke Yosca, VP 2065 Winners Circle Cantonment, FL 32533 E-mail: lukeyosca@ghpa.ca (2) The Milestone Aviation Group Limited c/o Kelli Walsh GE Capital Aviation Services 901 Main Avenue Norwalk, CT 06851 Tel: (203) 842-5223 E-mail: kelli.walsh@gecas.com (3) Airbus Helicopters (SAS) c/o Kevin Cabaniss Airbus Helicopters, Inc. 2701 Forum Drive Grand Prairie, TX 75052 Tel: (972) 641-3550 E-mail: kevin.cabaniss@airbus.com (4) Delaware Trust Company c/o Sandra E. Horwitz 2711 Centerville Road Wilmington, DE 19808 Tel: (302) 636-5860 E-mail: shorwitz@delawaretrust.com (5) Sikorsky Commercial, Inc. c/o Brian Pelan 6 Corporate Drive Shelton, CT 06484 Tel: (203) 402-0252 E-mail: brian.pelan@sikorsky.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About CHC Group Ltd. Headquartered in Irving, Texas, CHC Group Ltd. is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased from various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19 billion in total liabilities. The Debtors hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC, as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. The Creditors Committee's attorneys are Marcus A. Helt, Esq., and Mark C. Moore, at Gardere Wynne Sewell LLP, and Douglas H. Mannal, Esq., Gregory A. Horowitz, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP. Angelo, Gordon & Co. and Cross Ocean Partners, which either hold claims or manage funds and accounts that hold claims against the Debtors' estates arising on account of the 9.25% Senior Secured Notes due 2020 issued under the Indenture, dated as of Oct. 4, 2010, by and among CHC Helicopter S.A., as issuer, each of the guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and the Bank of New York Mellon, as indenture trustee, are represented by Jones Day. CHICAGO FIRE BRICK: Continental Loses Partial Summary Judgment Bid ------------------------------------------------------------------ Judge Roger L. Efremsky of the United States Bankruptcy Court for the Northern District of California, Oakland Division, denied Continental Casualty Company's motion for partial summary judgment in the adversary proceeding captioned BARRY A. CHATZ, AS TRUSTEE FOR THE CFB/WFB LIQUIDATING TRUST, Plaintiff, v. CONTINENTAL CASUALTY COMPANY, Defendant, Adversary No. 15-4136 (Bankr. N.D. Cal.). On March 9, 2016, Barry Chatz, as trustee for the CFB/WFB Liquidating Trust, filed his First Amended Complaint against Continental, seeking damages for breach of contract and declaratory relief regarding the interpretation of the Joint Chapter 11 Plan of debtors CFB Liquidating Corporation and WFB Liquidating Corporation. Continental filed its Answer and a Counterclaim in which Continental also seeks declaratory relief regarding the interpretation of the Plan. On May 31, 2016, Continental filed its motion for partial summary judgment on its Counterclaim. According to Continental's Summary Judgment Motion and the Trust's Opposition, the Trust has submitted Proposals to Continental covering 1,133 allowed claims with a liquidated value of $7.9 million (the "Tendered Claims"). In addition, the Trust's Opposition stated that there are 12,365 allowed claims with a liquidated value of $38.1 million which the Trust has not tendered to Continental (the "Non-Tendered Claims") and among the Non-Tendered Claims, 1,037 allowed claims, with a liquidated value of $14.9 million, involve occupational exposure to asbestos prior to the start of the coverage period for Continental's policies, i.e., before January 1, 1985. The thrust of Continental's summary judgment argument was that by proposing an "allocated percentage" of 100% of the liquidated value of the Tendered Claims, the Trust was trying to hold Continental liable for more than its fair share of each Tendered Claim. Continental argued that the Trust has to assign to Continental only that portion of each Tendered Claim for which Continental would have financial responsibility under a post hoc equitable contribution action. Continental also contended that the Trust had to perform an equitable contribution analysis for each Tendered Claim and make an allocation based on it in any Proposal sent to Continental. Accordingly, because the Trust's Proposals with an "allocated percentage" of 100% are, in Continental's view, invalid, Continental's 90-day time period to respond under section 8.3 of the Plan has not begun to run. The Trust argued that the language of section 8.3 of the Plan is clear. It simply provides that the Trust is to make a Proposal to Continental stating the allocated percentage of the liquidated value of the Tendered Claims that the Trust contends is appropriate; it does not preclude the Trust from contending that Continental's allocated percentage is 100% of the liquidated value of the Tendered Claims. The Trust also argued that, while the language of §8.3 does not require its Proposals to allocate as Continental insists, there is in fact no basis for equitable contribution because there is no unjust enrichment of the sort equitable contribution is designed to ameliorate. Judge Efremsky denied the summary judgment motion, holding that Continental's interpretation of the relevant sections of the Plan is incorrect. The judge found that Section 8.3 of the Plan says the Trust is to make a proposal to Continental of the allocated percentage of the liquidated value of the claims for which the Trust contends Continental is responsible. The judge explained that an allocated percentage of 100% is an allocation, and the Trust made Proposals to Continental that conformed to the terms of the Plan and Continental had a duty under the Plan to respond to the proposals made by the Trust. The judge also added that the undisputed facts show there is no basis to require an equitable contribution analysis because there is no unjust enrichment to the Trust by proceeding in this fashion. The bankruptcy case is In re CFB LIQUIDATING CORPORATION, Chapter 11, f/k/a CHICAGO FIRE BRICK CO., an Illinois Corporation, et al., Debtors, Case No. 01-45483 RLE, Jointly Administered (Bankr. N.D. Cal.). A full-text copy of Judge Efremsky's November 21, 2016 memorandum decision is available at https://is.gd/vAbpPy from Leagle.com. Chicago Fire Brick Co. is represented by John M. Kennedy, Linder Grode Stein Yankelevitz, et al.. John Kennedy, Esq. LINDER GRODE STEIN YANKELEVITZ, ET AL. Los Angeles, CA Fax: (310)500-3501 Email: jkennedy@linerlaw.com CFB Liquidating Corporation, f/k/a Chicago Fire Brick Company is represented by: Joseph D. Frank, Esq. Jeremy C. Kleinman, Esq. LAW OFFICES OF FRANK AND GECKER 325 N. LaSalle St., Suite 625 Chicago, IL 60654 Tel: (312)276-1400 Fax: (312)276-0035 Email: jfrank@fgllp.com jkleinman@fgllp.com WFB Liquidating Corporation, f/k/a Wellsville Fire Brick Company is represented by: Joseph D. Frank, Esq. LAW OFFICES OF FRANK AND GECKER 325 N. LaSalle St., Suite 625 Chicago, IL 60654 Tel: (312)276-1400 Fax: (312)276-0035 Email: jfrank@fgllp.com Barry A. Chatz, Trustee of the CFB/WFB Liquidating Trust, is represented by: Peter C. Califano, Esq. COOPER, WHITE AND COOPER 201 California Street, 17th Floor San Francisco, CA 94111 Tel: (415)433-1900 Fax: (415)433-5530 Email: pcalifano@cwclaw.com Office of the U.S. Trustee/Oak, U.S. Trustee, is represented by: Margaret H. McGee, Esq. OFFICE OF THE UNITED STATES TRUSTEE 450 Golden Gate Avenue, 5th Floor, Suite #05-0153 San Francisco, CA 94102 Tel: (415)252-2080 Fax: (415)705-3379 CHICAGO: Fitch Rates School Bonds "A," Raises Bankruptcy Specter ---------------------------------------------------------------- The American Bankruptcy Institute, citing Greg Hinz of Crain's Chicago Business, reported tthat Fitch Ratings gave Chicago Public Schools' latest $50 million bond offering an "A" because the issue has a dedicated revenue source -- a $45 million property tax hike recently approved by the City Council -- that's legally "insulated" from a possible CPS "bankruptcy." Crain's noted that Fitch used the word "bankruptcy," something CPS chief Forrest Claypool has sworn is not coming but that the district alluded to itself in bond documents as a "hypothetical" possibility. Fitch said, "The specific features of the bonds meet Fitch's criteria for rating special revenue obligation debt without consideration of the board's general credit quality," which Fitch currently has at B+. The strings on the bond issue and its revenue source allow it to "benefit from relief from the automatic stay provision of the bankruptcy code," the report related. The report pointed out that Gov. Bruce Rauner has from time to time urged bankruptcy as a solution to CPS' woes, suggesting that such a step would allow the district to restructure its contract with the Chicago Teachers Union. CPS had been counting on a $215 million cash influx from the state this year to pay soaring teacher pension bills, but Gov. Rauner vetoed the measure, saying Democrats had not delivered on the statewide pension reform they promised, the report further related. Time is running out for the Illinois House to try to override the veto—insiders say Democrats lack the needed votes -- and Gov. Rauner and legislative leaders appear to still be stalled on a larger deal on the state budget and pensions, the report added. * * * The Troubled Company Reporter, on Nov. 9, 2016, reported that Moody's Investors Service has affirmed the Ba1 rating on $7.8 billion of the City of Chicago's general obligation (GO) debt, $540 million of sales tax debt, and $263 million of motor fuel tax debt. The outlook remains negative. The Ba1 rating on Chicago's GO debt balances the city's large, diverse and expanding economic base with a very weak balance sheet arising from high and growing unfunded pension liabilities. The rating acknowledges the benefit of significant tax hikes that will fund increased pension contributions and reduce the risk of plan asset depletion. However, the city's unfunded pension liabilities will continue to grow, albeit at a slower rate. The fiscal stress of Chicago Public Schools (CPS, B3 negative) also poses some long term risks to the city. Sustained fiscal stress at CPS could pressure Chicago's credit profile in various ways, from constraining the city's practical ability to raise revenue for city obligations to raising the city's borrowing costs. Chicago's liquidity is likely to remain strong in the near term as revenue enhancements meet rising pension costs for at least the next several years. CIT GROUP: Fitch Affirms 'BB+/B' Issuer Default Ratings ------------------------------------------------------- Fitch Ratings has affirmed the Long- and Short-Term Issuer Default Ratings (IDRs) for CIT Group Inc. (CIT) and CIT Bank, N.A. (CIT Bank) at 'BB+/B'. The Rating Outlook is Stable. KEY RATING DRIVERS IDRs, VRs, Senior Unsecured Debt and Revolving Credit Facility The rating affirmations reflect the company's strong franchise positions in middle-market lending, equipment leasing and factoring, stable net finance margins, strong capital levels, a supportive regulatory framework, reduced reliance on wholesale funding sources following the CIT Commercial Air sale, and the continued expansion of deposit funding sources. Rating constraints include execution risk related to CIT's strategic plan to become a national middle-market bank, led by an executive management team the majority of which has been in place for less than one year. CIT recently engaged Boston Consulting Group to assist it in developing opportunities in key business lines, and the broader strategic plan also involves seeking to improve profitability and return excess capital to shareholders. Other rating constraints include CIT's exposure principally to middle market companies, historically a higher risk customer segment, heightened asset risk associated with cyclical leasing businesses such as railcar leasing, a moderate earnings profile, and the unproven nature of the company's internet deposits (as measured by deposit price sensitivity) in a rising interest rate environment. CIT continues to make enhancements to its risk management framework, while maintaining its focus on asset-backed transactions, and reducing leveraged loan exposure. Asset quality has been fairly strong, although this has at least partially been a function of the continued relatively benign credit environment. Industry-wide, Fitch expects asset quality and residual value reversion across many consumer and commercial finance asset classes in 2017 after loosening underwriting standards and increased competition post-crisis. CIT's oil and gas loan exposure, the majority of which is secured by traditional reserve-based lending assets, working capital assets or long-lived fixed assets, comprised a manageable 2.4% of total loans as of Sept. 30, 2016. Approximately 39% of these loans were criticized as of Sept. 30, 2016, down from levels earlier this year. Also of note, CIT's railcar leasing business is impacted by the volatility in the energy sector; as such, Fitch expects that lower demand for crude, coal and steel cars will challenge railcar utilization and lease rates over the outlook horizon. Net finance margins have ranged between 3.5%-3.7% from year-end 2013 through year-to-date ended Sept. 30, 2016 and are expected to trend to the lower end of this range over the outlook horizon due to challenges in the rail business and run-off of certain legacy consumer mortgages. Return on average common stockholders' equity, which includes income (loss) from discontinued operations, weakened to 5.7% for the year-to-date period ended Sept. 30, 2016 from 10.8% in 2015 and 12.2% in 2014, driven in part by the one-time incurrence of a $230 million interest curtailment reserve in Financial Freedom during the second quarter of 2016 (2Q16). Fitch expects this ratio to stabilize around 10% over the next several years. CIT Group Inc. and CIT Bank's common equity tier 1 (CET 1) capital ratios on a fully phased-in basis of 13.7% and 13.0%, respectively, as of Sept. 30, 2016 are high relative to those of large regional bank peers but expected to decline over the next several years. CIT continues to adhere to regulatory requirements, as evidenced by its receipt of a non-objection to its amended capital plan from the Federal Reserve Bank of New York under the 2016 Comprehensive Capital Analysis and Review (CCAR). The integration of OneWest Bank, which was acquired in August 2015, is expected to be completed by 4Q16. In Fitch's opinion, CIT purchased a niche deposit franchise focused on high deposit balances among affluent, older individuals, largely across retail branches in Southern California, direct-to-consumer, and brokered channels. While not building additional bricks-and-mortar retail locations, the company is expanding its digital marketing capabilities. Brokered certificates of deposit (CDs), which were previously a part of legacy CIT Bank, represented 13.5% of total deposits at Sept. 30, 2016, a 100 basis point reduction from the previous quarter-end. Following the sale of CIT Commercial Air in 1Q17, deposits will increase to 75% of funding from 66% as of Sept. 30, 2016, as Fitch expects that the company will reduce its unsecured debt by approximately $6 billion. That being said, CIT has a concentrated deposit base in Fitch's opinion, with meaningful online deposits, a limited branch network, low commercial deposit levels and exposure to non-FDIC covered balances. Durability of deposits, which include CDs, interest-bearing checking, savings, and money markets/sweeps, in a rising interest rate environment remains unproven. Separately, CIT continues to manage the process of remediating a material weakness in the Financial Freedom reverse mortgage servicing business, which was formerly a division of OneWest Bank. CIT's IDR of 'BB+' is equalized with its VR of 'bb+', reflecting Fitch's view that external support cannot be relied upon. The senior unsecured debt rating is equalized with CIT's IDR of 'BB+' reflecting that existing notes are senior unsecured obligations of the company that rank equally in payment priority with all existing and future unsubordinated unsecured indebtedness of CIT. The revolving credit facility is unsecured and is guaranteed by nine of CIT's domestic operating subsidiaries. In general, the revolving credit facility ranks equal in right of payment with all existing unsecured indebtedness of CIT, and as such, the rating of the revolving credit facility is equalized with CIT's IDR. The revolving credit facility also includes a minimum guarantor asset coverage ratio covenant that is not shared by CIT's senior unsecured notes. Fitch believes this covenant does not provide sufficient additional protection to the facility to provide uplift to the revolving credit facility's ratings relative to CIT's IDR and senior unsecured debt rating. KEY RATING DRIVERS Support Ratings and Support Rating Floors The Support Ratings of '5' reflect Fitch's view that external support cannot be relied upon. The Support Rating Floors of 'No Floor' reflect Fitch's view that there is no reasonable assumption that sovereign support will be forthcoming to CIT. KEY RATING DRIVERS Long- and Short-Term Deposit Ratings CIT Bank's uninsured deposit ratings of 'BBB-/F3' are rated one notch higher than the bank's IDR because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes depositor preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. RATING SENSITIVITIES IDRs, VRs, Senior Unsecured Debt and Revolving Credit Facility Positive rating momentum would be primarily dependent upon successful execution of CIT's strategic refocus on national commercial lending and leasing resulting in improved and consistent operating performance. Demonstrated credit performance through market cycles in line with expectations, maintenance of appropriate capital levels relative to the company's risk profile and regulatory minimums, and demonstrated durability of deposits in a rising interest rate environment may also contribute to positive rating momentum. Negative rating momentum could be driven by unsuccessful execution on current strategic objectives which results in a sustained weakness in operating performance and/or insufficient capital generation. Expansion into new business verticals outside CIT's core commercial lending and leasing expertise or outsized growth in new commercial businesses, though not expected by Fitch, may lead to negative rating momentum. Lastly, an inability to successfully manage the increased regulatory requirements or remediate the material weakness in Financial Freedom would also be viewed negatively. The senior unsecured debt rating and the revolving credit facility rating are equalized with CIT's Long-Term IDR, and therefore are sensitive to any changes in CIT's IDR. RATING SENSITIVITIES Support Ratings and Support Rating Floors CIT's Support Rating and Support Rating Floor are sensitive to Fitch's assumptions around CIT's capacity to procure extraordinary support in case of need. RATING SENSITIVITIES Long- and Short-Term Deposit Ratings CIT Bank's uninsured deposit ratings are rated one notch higher than the company's IDR, and therefore are sensitive to any changes in CIT Bank's IDR. The deposit ratings are primarily sensitive to any change in CIT Bank's Long- and Short-Term IDRs. Fitch has affirmed the following ratings with a Stable Outlook: CIT Group Inc. -- Long-Term IDR at 'BB+'; -- Short-Term IDR at 'B'; -- Viability Rating at 'bb+'; -- Senior unsecured debt at 'BB+'; -- Revolving credit facility at 'BB+'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. CIT Bank, N.A. -- Long-Term IDR at 'BB+'; -- Short-Term IDR at 'B'; -- Viability Rating at 'bb+'; -- Long-term deposit rating at 'BBB-'; -- Short-term deposit rating at 'F3'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. CITICARE INC: PCO to File 20th Period Report on Dec. 16 ------------------------------------------------------- Daniel T. McMurray, the Patient Care Ombudsman for Citicare, Inc., said he will be filing his electronic 20th periodic written Ombudsman Report on December 16, 2016, with the United States Bankruptcy Court for the Southern District of New York. To get a copy of the Report, contact: Stephanie Gibbons, Legal Assistant NEUBERT, PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, Connecticut 06510 Telephone: 203-821-2000 Email: sgibbons@npmlaw.com About Citicare, Inc. Citicare, Inc., is a New York Corporation providing comprehensive primary and specialty care to medically underserved communities. It operates from its premises located at 154 West 127th Street in The borough of Manhattan, City of New York. The company's health care facility provided services to 5,500 unique patients and generated 25,000 visits in the year ending Dec. 31, 2014. Citicare filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11902) on June 9, 2013. The petition was signed by Silva Umukoro, the president. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. The Debtor is represented by Gabriel Del Virginia, Esq., at the Law Offices Of Gabriel Del Virginia, in New York. As the Debtor is in the healthcare business, on Sept. 12, 2013 a patient care ombudsman was appointed under Section 333(a)(1) of the Bankruptcy Code. CITIES GRILL: Court Denies Cash Collateral Use For Being Moot ------------------------------------------------------------- Judge Catherine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina denied Cities Grill and Bar, Inc.'s Motion to use cash collateral for being moot. After a reviewing the record in this case, Judge Aron determined that the Court had previously dismissed the case. A full-text copy of the Order, dated December 6, 2016, is available at https://is.gd/1s1A5w About Cities Grill and Bar Cities Grill and Bar, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50876) on Aug. 25, 2016. The petition was signed by Sammy Ballas, vice president. The case is assigned to Judge Catharine R. Aron. The Debtor disclosed total assets at $3.28 million and total liabilities at $3.01 million. The Debtor is represented by Kenneth Love, Esq., at Karrenstein, Love, and Dillenbeck. The bankruptcy administrator for the Middle District of North Carolina announced on August 26 that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Cities Grill and Bar, Inc. CLEAR CREEK RETIREMENT: Plan Hearing Set for Dec. 19 ---------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington will consider approval of the Chapter 11 plan of reorganization of Clear Creek Retirement Plan II LLC at a hearing on Dec. 19, at 10:00 a.m. The court had earlier approved Clear Creek's disclosure statement, allowing the company to start soliciting votes from creditors. The November 17 order set a December 12 deadline for creditors to cast their votes and file their objections. The plan classifies general unsecured claims, which include claims of vendors with trade debt and deficiency lienholders, in Class 3. Subject to the availability of funds, unsecured claimants will be paid their pro rata share after administrative expense and secured claims have been paid. Clear Creek will make annual distributions to Class 3 claimants starting on March 1 following the effective date of the plan until the case is closed. Distributions will be funded from the net income accrued on estate property through the date of the distribution, plus all of the net proceeds from the disposition of estate property less amounts set aside for administrative expense claims and secured claims, if any. About Clear Creek Rusty Fields formed Washington limited liability company Clear Creek Retirement Plan II LLC on Nov. 8, 2011. The sole purpose was to acquire real property in Williston, North Dakota, and to hold it for resale or to develop it for residential housing. This development is known commonly as the "Ironwood" subdivision and includes thirty-two single-acre residential building lots. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Washington (Tacoma) (Bankr. W.D. Wash., Case No. 16-40547) on Feb. 12, 2016. The petition was signed by Rusty D. Fields, manager. The Debtor is represented by John R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S. The case is assigned to Judge Brian D. Lynch. The Debtor disclosed total assets of $9.88 million and total debts of $8.56 million. CLINICA SANTA ROSA: Edna Diaz De Jesus Appointed as PCO ------------------------------------------------------- The United States Trustee for the District of Puerto Rico appointed Edna Diaz De Jesus as the Patient Care Ombudsman for Clinica Santa Rosa, Inc. The appointment was made pursuant to the November 16, 2016 Order directing the U.S. Trustee to appoint a PCO for the Debtor. Edna Diaz De Jesus can be reached at: Edna Diaz De Jesus PROCURADORA INTERINA DEL PACIENTE Oficina del Procurador del Paciente PO Box 11247 San Juan, Puerto Rico 00910-2347 Tel: (787) 977-0909 Fax: (787) 977-0915 Emails: ediaz@opp.gobierno.pr qsoto@opp.gobierno.pr yramos@opp.gobierno.pr About Clinica Santa Rosa Clinica Santa Rosa, Inc. filed a Chapter 11 petition (Bankr. D. P.R. Case No.: 16-09033) on November 14, 2016, and is represented by Antonio I Hernandez Santiago, Esq. in San Juan, Puerto Rico. At the time of the filing, the Debtor has $1 million to $10 million in estimated assets and $10 million to $50 million in estimated liabilities. The petition was signed by Fernando Alarcon Ocasio, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb16-09033.pdf COMSTOCK RESOURCES: May Issue 2.5-Mil. Shares Under Incentive Plan ------------------------------------------------------------------ Comstock Resources, Inc. filed with the Securities and Exchange Commission a Form S-8 to register an additional 2,500,000 shares of the Company's common stock, par value $0.50 per share, for issuance under the Comstock Resources, Inc. 2009 Long-term Incentive Plan as Amended and Restated Effective as of Nov. 8, 2016. A full-text copy of the Form S-8 prospectus is available for free at https://is.gd/EscWnw About Comstock Resources Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. The Company reported a net loss of $1.04 billion for the year ended Dec. 31, 2015, compared to a net loss of $57.11 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Comstock had $885.5 million in total assets, $1.10 billion in total liabilities and a total stockholders' deficit of $220.0 million. * * * As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. CONNEAUT LAKE VOLUNTEER: DOJ Watchdog Directed to Appoint Trustee ----------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Conneaut Lake Volunteer Fire Department of Conneaut Lake Borough and Sadsburry Township. Judge Agresti's approval was in light of Mercer County State Bank's Motion to Appoint Chapter 11 Trustee. Conneaut Lake Volunteer Fire Department of Conneaut Lake filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa., Case No. 16-10019) on Jan. 12, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by George Zeljak, president. Keith Gushard at The Meadville Tribune relates that Mercer County State Bank filed with the Crawford County Court of Common Pleas in December 2015 a mortgage foreclosure action against the Company to recover more than $1.6 million in outstanding mortgage debt, interest and penalties the department owes the bank. Judge Thomas P. Agresti presides over the Chapter 11 case. Daniel P. Foster, Esq., at Foster Law Offices serves as the Company's bankruptcy counsel. Conneaut Lake Volunteer Fire Department of Conneaut Lake is headquartered in Conneaut Lake, Pennsylvania. CORDERO CORDERO: Disclosures Okayed, Plan Hearing on Dec. 13 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of Cordero Cordero & Asociados-Asesores Legales P.S.C. at a hearing on December 13, at 10:00 a.m. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on November 17. Creditors are required to cast their votes and file their objections to the plan three days prior to the hearing. Cordero filed its proposed plan and disclosure statement on November 10. About Cordero,Cordero Cordero, Cordero & Asociados-Asesores Legales, P.S.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-00828) on February 4, 2016. The petition was signed by Jose Ramon Cordero Rodriguez, president. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Debtor is represented by Richard Schell-Asad, Esq. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. COSI INC: Can Hire DLA Piper as Special Counsel ----------------------------------------------- Martin O'Sullivan, writing for Bankruptcy Law360, reported that a Massachusetts bankruptcy judge approved Cosi Inc.'s bid to hire DLA Piper to represent the casual dining chain in a dispute with a franchisee. Cosi sought permission to employ DLA Piper's services as it seeks fees and fights a cure claim from franchisee Fast Casual LTDA. The Court approved the firm's hiring as special counsel amid a limited objection filed by the Official Committee Of Unsecured Creditors. 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. COSI INC: Can Use Cash Collateral Until Dec. 14 Hearing ------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Cosi, Inc., to continue using cash collateral until the hearing scheduled on December 14, 2016 at 2:00 p.m. Judge Hoffman held that the Debtor's use of cash collateral will be on the same terms and conditions previously ordered by the Court. A full-text copy of the Order, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/CosiInc2016_1613704_521.pdf 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 petitions were signed by Patrick Bennett, interim chief executive officer. 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. COSI INC: Court Approves $4.53-Million DIP Loan ----------------------------------------------- Martin O'Sullivan, writing for Bankruptcy Law360, reported that a Massachusetts bankruptcy judge gave Cosi Inc. approval to spend a bankruptcy loan upped to $4.53 million. Cosi sought permission to increase and spend a previously approved $4.1 million DIP loan. 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. COUDERT BROTHERS: Confirmation of Varanese Award Recommended ------------------------------------------------------------ Judge Robert D. Drain of the United States Bankruptcy Court for the Southern District of New York recommended that the district court grant the motion filed by Development Specialists, Inc., in its capacity as Plan Administrator of Coudert Brothers, LLP, to: (1) confirm the arbitration award against James B. Varanese in the amount of US$7,356.52, and direct the Clerk to enter judgment in that amount plus interest thereon from September 30, 2015; and (2) enter a default judgment with respect to the fraudulent transfer claim in the amount of US$8,399.87, together with interest thereon at the federal rate from September 20, 2008 to the date of judgment. Within two weeks after the effective date of Coudert's First Amended Plan of Liquidation, the Plan Administrator commenced adversary proceedings against various non-participating partners, including Varanese. The adversary complaint against Varanese sought breach of contract damages for failure to reimburse or repay Coudert tax payments that Coudert had made on Varanese's behalf in the total amount of $4,241.55. On June 17, 2013, the Plan Administrator moved in the Bankruptcy Court to compel arbitration of the contract-related claims in several adversary proceedings where the partner defendants were domiciled in foreign countries, including the above-captioned adversary proceeding. By Order dated July 19, 2013, the Court granted the Plan Administrator's First Motion to Compel Arbitration Against Foreign Defendants, ordering that the contract-related claims shall be arbitrated pursuant to the applicable arbitration provision in the Debtor's Partnership Agreement and further ordering that, upon the parties' consent, the fraudulent transfer claims shall be arbitrated. On or about September 6, 2013, the Plan Administrator commenced an arbitration against 10 foreign partners, including Varanese, entitled DSI v. Bailleux, et al., Case No. 50-194-T-00850-13, before the International Centre for Dispute Resolution of the American Arbitration Association (the "ICDR Arbitration"). The Arbitrator issued her Final Award on September 30, 2015. Under Schedule J, which addressed the claims against Varanese, the Arbitrator determined that: a. Varanese received due notice of the ICDR Arbitration and an opportunity to be heard; b. Varanese was an equity partner in Coudert and a party to the May 2001 Coudert Partnership Agreement; and c. the Plan Administrator had proven that Varanese: (a) owed US$4,241.55 in damages for breach of contract; (b) owed pre-Award interest on that amount at nine percent per annum from August 1, 2008 through the date of the Final Award, September 30, 2015, pursuant to CPLR 5004 (US$2,735.97); and (c) must reimburse the Plan Administrator US$379 for his share of the ICDR administrative fees and the Arbitrator's compensation and expenses; the total amount of such award, therefore, was US$7,356.52 (the Varanese Award). On September 30, 2016, the Plan Administrator filed a motion in the Bankruptcy Court for, among other relief, an order confirming the Varanese Award. Judge Drain found that the ICDR Aarbitration and the issuance of the Varanese Award were in all respects proper with respect to Varanese, and therefore the Varanese Award is final and binding. The adversary complaint also sought to recover as alleged fraudulent transfers all payments to or on behalf of Varanese from the date the Coudert became insolvent. After Coudert became insolvent on May 18, 2005, it made multiple transfers to Varanese. In June, July and August 2005, Coudert made interest payments to Varanese on his capital account in the amounts of $162.10, $157.19 and $111.83 respectively, for a total of $431.12. Also, in July 2005, Coudert paid Varanese $7,968.75 as a return of his capital in the firm. Coudert did not receive any fair consideration or reasonably equivalent value in exchange for these transfers. Judge Drain noted that Varanese has failed to plead, appear or otherwise defend himself in the adversary proceeding and has not objected to the Motion under Bankruptcy Rule 7055. The judge thus concluded that the District Court therefore has authority to enter a default judgment against him with respect to the Plan Administrator's claim for constructive fraudulent transfer under 11 U.S.C. section 548(a)(1)(B). The adversary proceeding is DEVELOPMENT SPECIALISTS, INC., in its capacity as Plan Administrator for Coudert Brothers LLP, Plaintiff, v. JAMES B. VARANESE, Defendant, Adv. Pro. No. 08-01467 (RDD) (Bankr. S.D.N.Y.). A full-text copy of Judge Drain's November 21, 2016 proposed findings of fact and conclusions of law is available at https://is.gd/k0uJtK from Leagle.com. Coudert Brothers LLP is represented by: Joseph Corneau, Esq. Patrick J. Orr, Esq. Sean C. Southard, Esq. John E. Jureller, Jr., Esq. Tracy L. Klestadt, Esq. Brendan M. Scott, Esq. KLESTADT WINTERS ET AL. 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212)972-3000 Fax: (212)972-2245 Email: jcorneau@klestadt.com ssouthard@klestadt.com jjureller@klestadt.com tklestadt@klestadt.com bscott@klestadt.com -- and -- Karen S. Frieman, Esq. STERN TANNENBAUM & BELL LLP 380 Lexington Avenue New York, NY 10168 Tel: (212)792-8484 Fax: (212)792-8489 Email: kfrieman@sterntannenbaum.com Kurtzman Carson Consultants LLC, Claims and Noticing Agent, is represented by: David J. Adler, Esq. MCCARTER & ENGLISH LLP 245 Park Ave., 27th Flr. New York, NY 10167 Tel: (212)609-6800 Fax: (212)609-6921 Email: dadler@mccarter.com Official Committee Of Unsecured Creditors, Creditor Committee, is represented by: Brian F. Moore, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Tel: (212)594-5000 Fax: (212)967-4258 Email: bmoore@teamtogut.com About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. Coudert has been succeeded by Development Specialists, Inc. in its capacity as Plan Administrator under the confirmed chapter 11 plan. CS MINING: Wants Addition $2.65-Mil. Tailings DIP Loan ------------------------------------------------------ CS Mining, LLC, asks the U.S. Bankruptcy Court for the District of Utah for authorization to enter into additional $2.65 million post-petition financing with the Tailings DIP Lenders: Wellington Financing Partners, LLC, St. Cloud Capital Partners II, L.P. And Oxbow Carbon, LLC. The Debtor relates that $2 million of the proposed post-petition financing represents vendor financing provided by a member of the Official Committee of Unsecured Creditors. The Debtor further relates that the proceeds of the Tailings DIP Financing are to be used to pay post-petition operating and maintenance expenses incurred by the Debtor. The Debtor adds that the proposed Tailings DIP Financing and Tailings Budget are consistent with the original business plan proposed by the Debtor's CROs, and with the best interests of Waterloo Street Limited, one of the Debtor's alleged pre-petition secured lenders, DXS Capital (U.S.) Limited and PacNet Capital (U.S.) Limited, known as the Lippo Group and two minority equity interests of the Debtor's parent company Skye Mineral Partners, LLC, or SMP. The salient terms of the proposed Additional Financing, among others, include: (1) DIP Facility: Term loan facility in the aggregate principal amount of up to $2,650,000. Of the total Advance, Oxbow will fund $2,000,000 subject to execution of a sulfuric acid supply agreement; Wellington will fund $300,000, plus up to $250,000 of any request made pursuant to Section 7.12(a) of the proposed Credit Agreement; and St. Cloud will fund $100,000 of any request made pursuant to Section 7.12(a) of the proposed Credit Agreement. (2) Maturity Date: The earliest of June 30, 2017, the effective date of a confirmed plan of reorganization, the effective date of the closing of a sale of substantially all of the assets of the Debtor; or the date of acceleration of the DIP Facility following the occurrence and during the continuance of an Event of Default. (3) Interest: Seven percent per annum. (4) Default Interest and Fees: 7.8% per annum. (5) Security: All obligations of the Debtor under the Tailings DIP Financing will be secured by perfected, valid, binding, enforceable, non-avoidable: (a) first priority Liens and security interests; (b) valid, perfected and unavoidable first priority priming Lien, over, junior Liens and security interests in accordance with Section 364(c)(3) of the Bankruptcy Code; and (c) a priming first priority Lien in accordance with Section 364(d) of the Bankruptcy Code on property that is subject to valid, perfected and unavoidable Prepetition Liens of Waterloo, Western US Mineral Investors LLC, or WUMI and SMP. (6) Superpriority: All obligations of the Debtor under the Tailings DIP Financing will constitute allowed superpriority administrative expense claims under section 364(c)(1) of the Bankruptcy Code, subject only to the Carve-Out and Existing DIP Liens. (7) Carve-Out: Consists of: (i) allowed, accrued, but unpaid professional fees and expenses of the Debtor and the Committee; (ii) allowed, accrued, but unpaid fees and expenses of any trustee under section 726(b) of the Bankruptcy Code, not to exceed $25,000 in the aggregate; (iii) allowed, accrued, but unpaid professional fees and expenses of the Debtor and any Committee after the delivery of a Carve-Out Notice, not to exceed $100,000 in the aggregate; and (iv) the payment of fees pursuant to 28 U.S.C. Section 1930, plus any interest pursuant to 31 U.S.C. Section 3717, and amounts associated with a wind down of the Debtor following the consummation of the Sale Process, not to exceed $50,000 in the aggregate. The proposed Tailings Budget covers the months of November 2016 to June 2017. The Tailings Budget provides for total operating costs in the amount of $12,089,000. A full-text copy of the Debtor's Motion, dated December 7, 2016, is available at http://bankrupt.com/misc/CSMining2016_1624818_473.pdf About CS Mining, LLC. CS Mining, LLC, is a mining and processing company headquartered in Milford, Utah. Purported creditors R.J. Bayer Professional Geologist, LLC; Minerals Advisory Group, LLC; Rollins Construction & Trucking, LLC; Rollins Machine, Inc.; and Oxbow Sulphur, Inc., filed an involuntary petition to put the Company into Chapter 11 bankruptcy (Bankr. D. Utah Case No. 16-24818) on June 2, 2016. Brahma Group, Inc. subsequently joined the petition. On August 4, 2016, the Debtor filed its Notice of Filing Letter to the Consent and Proposed Form of Order, together with a proposed form of Order for Relief, which Order was entered by the Court on the Relief Date. Pursuant to the Order for Relief, CS Mining continues to operate its business and manage its properties as a debtor-in-possession pursuant to Chapter 11 of the Bankruptcy Code. Judge William T. Thurman presides over the case. The Petitioners are represented by Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P and George B. Hofmann, Esq., at Cohne Kinghorn PC. CS Mining tapped Snell & Wilmer L.L.P. as local counsel, and Pepper Hamilton LLP as its legal counsel, nunc pro tunc to June 2, 2016. FTI Consulting, Inc. as restructuring advisor. Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The U.S. Trustee on August 12 appointed an Official Committee of Unsecured Creditors. The Committee hired Levene, Neale, Bender, Yoo & Brill L.L.P. as lead counsel and Cohne Kinghorn as local counsel. CUMULUS MEDIA: Crestview Partners Holds 30.2% of Class A Shares --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of Class A Common Stock, par value $0.01 per share, of Cumulus Media Inc., as of Dec. 6, 2016: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- Crestview Partners II GP, L.P. 9,120,557 30.20% Crestview Radio Investors, LLC 9,099,667 30.13% Crestview Partners II, L.P. 9,099,667 30.13% Crestview Partners II (TE), L.P. 9,099,667 30.13% Crestview Partners II (FF), L.P. 9,099,667 30.13% Crestview Offshore Holdings II 9,099,667 30.13% (Cayman), L.P. Crestview Offshore Holdings II 9,099,667 30.13% (FF Cayman), L.P. Crestview Offshore Holdings II 9,099,667 30.13% (892 Cayman), L.P. Crestview Advisors, L.L.C 20,890 0.07% On Dec. 6, 2016, Cumulus Media Inc., Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company, and certain other direct and indirect subsidiaries of Holdings entered into a refinancing support agreement with holders of approximately $349.7 million, or 57.3%, of the aggregate principal amount of the outstanding 7.75% Senior Notes due 2019 issued by Holdings and guaranteed by the Company. The Refinancing Support Agreement sets forth the terms of a refinancing of the Outstanding Notes, and pursuant to its terms the Supporting Noteholders have agreed to tender their Outstanding Notes in a contemplated exchange offer, subject to certain conditions set forth in the Refinancing Support Agreement. In addition, on Dec. 6, 2016, the Company and Crestview Radio Investors entered into a voting agreement pursuant to which Crestview Radio Investors agreed that at each annual, special or other meeting of the stockholders of the Company, or at any adjournment or postponement thereof, or in any other circumstances upon which a vote, consent or other approval of the Issuer's stockholders is sought, in each case, with respect to (i) the issuance of shares of Class A Common Stock in the Exchange Offer and (ii) the amendment and restatement of the Issuer's certificate of incorporation to increase the number of authorized shares of Class A Common Stock and effect the issuance of Class D common stock and Class E common stock to certain Supporting Noteholders, Crestview Radio Investors will (a) when a meeting is held, attend such meeting or otherwise cause such shares of common stock it holds to be counted as present thereat, and (b) vote (or cause to be voted) all shares of common stock held by Crestview Radio Investors as of the date of such meeting that are eligible to vote on the matter or matters submitted to a vote of the Issuer's stockholders at such meeting in accordance with the recommendation of the Board with respect to the Transactions. A full-text copy of the regulatory filing is available at: https://is.gd/Pnor7n About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media reported a net loss attributable to common shareholders of $546 million on $1.16 billion of net revenue for the year ended Dec. 31, 2015, compared to net income attributable to common shareholders of $11.8 million on $1.26 billion of net revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cumulus Media had $3.05 billion in total assets, $2.99 billion in total liabilities and $51.39 million in total stockholders' equity. * * * In March 2016, Standard & Poor's Ratings Services lowered its corporate credit ratings on Cumulus Media and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'B-'. The downgrades follow Cumulus' announcement that it had been pursuing a transaction that would exchange a portion of its 7.75% senior notes due 2019 for debt and common stock in the company. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Cumulus' Caa1 Corporate Family Rating reflects the company's excessive leverage with debt-to-EBITDA exceeding 9.5x (including Moody's standard adjustments) and Moody's revised expectation that debt-to-EBITDA will remain elevated over the next 12 months due to continued declines in network revenue and increased operating expenses more than offsetting the benefits from an expected increase in station group revenue and political ad sales in 2016. CUMULUS MEDIA: Inks Refinancing Support Agreement with Noteholders ------------------------------------------------------------------ Cumulus Media Inc. announced that it has entered into a refinancing support agreement with the holders of approximately $349.7 million, or 57.3%, of the aggregate principal amount of the outstanding 7.75% Senior Notes due 2019 issued by Cumulus Media Holdings Inc., a direct wholly-owned subsidiary of the Company, and guaranteed by the Company. The Refinancing Support Agreement sets forth the terms of a refinancing of the Outstanding Notes and pursuant to its terms the Supporting Noteholders have agreed to tender their Outstanding Notes in a private exchange offer to be made by the Company, subject to certain conditions set forth in the Refinancing Support Agreement. The purpose of the Exchange Offer is to refinance the Outstanding Notes and thereby reduce, and extend the maturity of, the Company's indebtedness, which the Company believes will promote its long-term financial viability. The Company will not retain any cash proceeds from borrowings incurred in connection with the Exchange Offer. The Outstanding Notes tendered and refinanced in connection with the Exchange Offer will be retired and cancelled and will not be reissued. If 100% of the aggregate principal amount of the Outstanding Notes is tendered and accepted in the Exchange Offer, upon completion of the Exchange Offer, former noteholders will hold 33.3% of the common equity of the Company and the Company will have retired $610.0 million in outstanding unsecured indebtedness represented by the Outstanding Notes and incurred $305.0 million in secured indebtedness represented by the revolving loans under the Company's existing credit agreement. The consideration to be provided to holders in the Exchange Offer will consist of (i) at the holder's option, (a) revolving loans due 2020 or (b) participation interests in the revolving loans and (ii) shares of the Company's Class A common stock (and/or warrants to purchase an equal number of shares of Class A common stock if deemed necessary to comply with the requirements of the Communications Act of 1934, as amended, or the rules, regulations and policies promulgated by the Federal Communications Commission in effect from time to time) for any and all Outstanding Notes tendered by such holders in the Exchange Offer. At the settlement date of the Exchange Offer, the participation interests will automatically be deposited into an entity that the Company will establish to effect the refinancing, Cumulus Pass Through Trust, a Delaware statutory trust, in exchange for an equal aggregate principal amount of new trust certificates due 2020, representing fractional undivided interests in the property of the Trust. The Trust Property will consist of: a) participation interests in the revolving loans, with an aggregate principal amount equal to the aggregate principal amount of outstanding trust certificates; b) funds resulting from payments made in respect of interest and fees on the revolving loans and repayments of revolving loans with a corresponding reduction in commitments, in each case which are deposited into the Trust from time to time for distribution to holders of trust certificates; c) funds resulting from repayments of principal on the revolving loans without a corresponding reduction in commitments that are deposited on behalf of the Trust with an institution, as a lender under the existing credit agreement, from time to time and held by the new revolving lender to fund any future revolving borrowings or for distribution to the Trust for distribution to Certificateholders once the commitments relating to such repayment amounts have been terminated; and d) certain other assets and contractual rights and remedies as described in more detail in the Offering Memorandum that will be provided to noteholders in connection with the Exchange Offer. The revolving loans will be issued under the Amended and Restated Credit Agreement, dated as of Dec. 23, 2013, among Holdings, as borrower, the Company, as parent, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties from time to time party thereto. In connection with the Exchange Offer, Holdings will enter into two amendments to the existing credit agreement to (i) provide for the incurrence of the revolving loans pursuant to an Incremental Revolving Facility (as defined in the Company's existing credit agreement) in an aggregate amount sufficient to consummate the Exchange Offer and (ii) include certain modifications to the terms of the Company'a existing revolving credit facility under the existing credit agreement, including to (a) extend the Revolving Credit Termination Date (as defined in the Company's existing credit agreement) to Nov. 23, 2020, (b) modify the financial covenant in section 8.1 of the Company's existing credit agreement to permit the borrowing of the revolving loans in connection with the Exchange Offer and require compliance with the Consolidated First Lien Net Leverage Ratio (as defined in the Company's existing credit agreement) at the levels currently set forth in its existing credit agreement for any future borrowings under its existing revolver, (c) upon completion of the Exchange Offer, elimination of the financial maintenance covenant under its existing revolver, (d) increase the Applicable Margin (as defined in its existing credit agreement) with respect to the revolving loans to 13.25%, subject to a 1.0% floor, for Eurodollar Rate loans (as defined in its existing credit agreement), and 12.25%, subject to a 2.0% floor, for ABR loans (as defined in its existing credit agreement) and (e) increase the undrawn commitment fee to 5.0%. In order to effect the Exchange Offer, Holdings will borrow up to $305.0 million aggregate principal amount of revolving loans under the existing credit agreement. The revolving loans will be general obligations of Holdings, secured by first priority liens, ratably with the first priority liens securing other obligations under the existing credit agreement, on substantially all of the assets of Holdings (other than certain excluded assets) and will be guaranteed on a senior secured basis by the Company and the subsidiaries of Holdings that guarantee the other obligations under the existing credit agreement. In connection with the Exchange Offer, the Company will amend and restate its Third Amended and Restated Certificate of Incorporation to provide for the issuance of (i) shares of Class D common stock of the Company, and (ii) shares of Class E common stock of the Company to certain Supporting Noteholders, in addition to the consideration otherwise provided to those Supporting Noteholders in the Exchange Offer, in consideration of the Company's obligations under the Refinancing Support Agreement to provide those Supporting Noteholders with certain governance rights, including the ability for the holders of the Class D common stock to nominate one director to the Company's board of directors and for the holders of the Class E common stock to nominate one director to the Company's board of directors. For a specified period thereafter, Supporting Noteholders that receive Class D common stock and Class E common stock may elect or designate the Noteholder Directors at each annual meeting of the Company's stockholders. The shares of Class D common stock and Class E common stock issued to such Supporting Noteholders will not have any voting rights, other than with respect to the election of the Noteholder Directors or as provided by law. The holders of Class D common stock and Class E common stock will share equally on a per share basis with the holders of Class A common stock (and warrants for Class A common stock) with respect to dividends or other distributions that may be declared by the Company's board of directors from time to time or in the liquidation or winding up of the Company. The shares of Class D common stock and Class E common stock will be automatically convertible into an equal number of shares of Class A common stock upon the occurrence of certain events or at the option of the holder thereof. In connection with the Exchange Offer, the new revolving lender and those Eligible Holders receiving revolving loans in the Exchange Offer will seek an assignment of the revolving commitments ( currently held by the lenders under its existing revolver, which will become effective upon the consent of the Administrative Agent, which may not be unreasonably withheld or delayed. Further detail regarding the Exchange Offer, including certain conditions to the consummation of the Exchange Offer, has been provided in a Current Report on Form 8-K filed by the Company and available at https://is.gd/PWyayn About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media reported a net loss attributable to common shareholders of $546 million on $1.16 billion of net revenue for the year ended Dec. 31, 2015, compared to net income attributable to common shareholders of $11.8 million on $1.26 billion of net revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cumulus Media had $3.05 billion in total assets, $2.99 billion in total liabilities and $51.39 million in total stockholders' equity. * * * In March 2016, Standard & Poor's Ratings Services lowered its corporate credit ratings on Cumulus Media and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'B-'. The downgrades follow Cumulus' announcement that it had been pursuing a transaction that would exchange a portion of its 7.75% senior notes due 2019 for debt and common stock in the company. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Cumulus' Caa1 Corporate Family Rating reflects the company's excessive leverage with debt-to-EBITDA exceeding 9.5x (including Moody's standard adjustments) and Moody's revised expectation that debt-to-EBITDA will remain elevated over the next 12 months due to continued declines in network revenue and increased operating expenses more than offsetting the benefits from an expected increase in station group revenue and political ad sales in 2016. DAVID WINSTON: Seeks to Hire Kilmer Crosby as Legal Counsel ----------------------------------------------------------- The David Winston Early Cabell Family Limited Partnership, Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Kilmer Crosby & Walker PLLC to give legal advice regarding its duties under the Bankruptcy Code, assist in analyzing claims, prepare a bankruptcy plan, advise the Debtor regarding any potential sale of its assets, and provide other legal services. The hourly rates charged by the firm are: Brian Kilmer $425 J.Meritt Crosby $375 Shannon A.S. Quadros $325 Dana Drake (Paralegal) $210 Brian Kilmer disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian A. Kilmer, Esq. Shannon A.S. Quadros 1004 Prairie St., Suite 300 Houston, TX 77002 Tel: 713-300-9662 Fax: 214-763-6801 Email: bkilmer@kcw-lawfirm.com Email: squadros@kcw-lawfirm.com About David Winston The David Winston Early Cabell Family Limited Partnership, Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 16-10569) on November 22, 2016. The petition was signed by David W.E. Cabell, manager. The case is assigned to Judge Bill Parker. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. DENNIS RAY JOHNSON: Briefing Schedule on Bid to Dismiss Entered --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of West Virginia entered an Order outlining a briefing schedule for the Chapter 11 case of the Debtors, Dennis Ray Johnson, II, et al.. The Order came before the Court on November 16, 2016, upon Debtor, Sabbatical, Inc.'s, Motion to Voluntarily Dismiss the Case and motion by the United States Trustee to appoint a Chapter 11 Trustee. The Court ordered that: (a) the parties request an expedited transcript of the November 16, 2016 hearing and the parties shall split the cost of the transcript; (b) the parties exchange proposed findings of facts and conclusions of law no later than 14 days after receipt of the transcript; (c) within 21 days of the exchange, the parties submit to the Court a proposed revised findings of facts and conclusions of law; and (d) pending the further Order of the Court, the briefing of any extent legal issues is held in abeyance. About Dennis Ray Johnson Dennis Ray Johnson, II, filed a Chapter 11 petition (Bankr. S.D.W. Va. Case No. 16-30227) on May 9, 2016, and is Represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC. Mr. Johnson is a businessman with ownership interests in at least 10 entities. He operates various rental real estate entities and coal associated operations. Mr. Johnson is a member of each of the following debtor companies -- Appalachian Mining and Reclamation, LLC, DJWV1, LLC, DJWV2, LLC, Elkview Reclamation and Processing, LLC, Green Coal, LLC, Joint Venture Development, LLC, Little Kentucky Elk, LLC, Moussie Processing, LLC, Producer's Coal, Inc., Producer's Land, LLC, Redbud Dock, LLC, Southern Marine Services, LLC, Southern Marine Terminal, LLC, and The Silo Golf Course, LLC -- and has filed a motion asking the Bankruptcy Court to jointly administer the bankruptcy cases. Mr. Johnson is also a guarantor of the debt for most of the companies. DOWLING COLLEGE: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on Dec. 9 appointed three creditors of Dowling College to serve on the official committee of unsecured creditors. The committee members are: (1) Ultimate Power Inc. 45 Nancy Street West Babylon, New York 11704 (2) Linda Ardito 5 Two Rod Road Huntington, NY 11743 (3) Lori Zaikowski 130 Jackie court Patchogue, NY 11772 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Dowling College Dowling College sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of $100 million to $500 million and debt of less than $100 million. The Debtor is represented by Klestadt Winters Jureller Southard & Stevens, LLP. Robert Rosenfeld of RSR Consulting, LLC serves as its chief restructuring officer while Garden City Group, LLC serves as its claims and noticing agent. Founded in 1955 as part of Adelphi College's outreach to Suffolk County, New York, the Debtor became the first four-year, degree-granting liberal arts institution in the county. It purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In 1968, the Debtor severed its ties with Adelphi and was renamed after its chief benefactor, Robert Dowling, a noted city planner and aviator. It expanded its facilities in 1993 with the development of the Brookhaven campus. DREW TRANSPORTATION: Trustee Ordered to Refund $20,000 to T&C ------------------------------------------------------------- Judge Jospeph N. Callaway of the United States Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, allowed the motion for refund filed by T&C Transportation Services, LLC, and directed the Trustee to pay the sum of $20,000 by check to T&C. On August 28, 2016, the chapter 11 trustee, Walter Hinson, Esq., filed a Motion for Proposed Private Sale which included a proposed Asset Sale Agreement between the parties. With limited enumerated exceptions, the ASA provided for the sale of "substantially all the assets" of Drew Transportation to T&C, which were more specifically classified into three categories: vehicles, existing contracts, and personal property. The seven existing contracts to be assigned to T&C were named and detailed in an incorporated attachment to the ASA, including a "Contract to Provide Community Transportation Services for Wake County, North Carolina . . . by and between Wake County and Drew Transportation Services, Inc., dated June, 2016" (the "TRACS Contract"). Because the contracts constituted one of the primary assets being purchased, the ASA included language that would allow T&C to seek a partial refund of the total purchase price if a third party chose not to assign its contract through no fault of T&C. Wake County Human Services later gave notice of termination of the TRACS Contract to the Trustee, to John T. Bass, who served as a financial consultant to the Debtor, and to Christopher Brown, the Chief Operating Officer and Chief Financial Officer of T&C, who served as T&C's representative during the negotiations of the ASA, explaining that the "contract is being terminated on good terms" and that the effective date of termination is November 19, 2016. T&C filed a motion for refund immediately thereafter, on October 10, 2016, seeking a refund of the $20,000 designated for the TRACS Contract under the refund provision. Judge Callaway found that the refund Provision provides that upon the satisfaction of a condition -- here, a third party's decision to cancel or not transfer a contract within 30 days of the ASA's execution -- T&C is entitled to a refund of a specific amount. The judge found that Wake County Human Services both canceled and failed to transfer the TRACS Contract within 30 days of the execution of the ASA, thus doubly satisfying the condition upon which a refund would be due unless the decision was based on a specific action by T&C. Judge Callaway also found that the refund provision and sale order also stated that the court is to consider a contractor's reasoning for not agreeing to a transfer in determining whether to allow a refund. Wake County gave no specific reason or explanation for its decision not to transfer the TRACS Contract and did not identify any specific action or conduct by T&C that influenced its decision. The judge thus concluded that there is no evidence that any action taken by T&C led to the decision to cancel the contract. Based on the foregoing, Judge Callaway found that T&C is entitled to a refund of $20,000.00 due to timely cancelation of the TRACS Contract based on matters other than actions or inaction of T&C. A full-text copy of Judge Callaway's November 22, 2016 order is available at https://is.gd/W4I0D9 from Leagle.com. Drew Transportation Services, Inc. is represented by: Travis Sasser, Esq. 2000 Regency Parkway, Suite 230 Cary, NC 27518 Tel: (919)319-7400 Fax: (919)657-7400 Email: tsasser@carybklaw.com Walter L Hinson, Trustee, is represented by: Walter L. Hinson, Esq. WALTER L. HINSON, P.A. 2401-G Wooten Boulevard Wilson, NC 27895 Tel: (252)291-1746 Fax: (252)291-2521 Email: walterhinson@nchinsonlaw.com About Drew Transportation Drew Transportation Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 16-02609) on May 16, 2016. The Debtor is represented by Travis Sasser, Esq. DUFOUR PASTRY: Seeks to Hire A. Gross as Accountant --------------------------------------------------- Dufour Pastry Kitchens, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an accountant. The Debtor proposes to hire A. Gross, CPA, P.A. to prepare its financial statements, assist in the formulation of a bankruptcy plan and liquidation analysis, and provide other accounting services related to its Chapter 11 case. The hourly rates charged by the firm are: Partners $250 Staff Accountants $125 Paraprofessionals $75 Administrative Assistant $75 Allen Gross, a certified public accountant, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Allen Gross A. Gross, CPA, P.A. 700 Kinderkamack Road Oradell, NJ 07649 About Dufour Pastry Kitchens Dufour Pastry Kitchens Inc. filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12975) on October 24, 2016. The petition was signed by Carla Krasner, vice-president. The Debtor is represented by Dawn Kirby, Esq. and Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr LLP. The case is assigned to Judge Stuart M. Bernstein. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. For over 30 years, the Debtor, a woman-owned business, has made and sold premium frozen ready-to-bake puff pastry dough, tart shells, and hors d'oeuvres. Its products are made by hand in the Bronx using butter sourced from an upstate New York creamery, then shipped across the country to distributors serving the finest caterers, restaurants, hotels, and such specialty supermarket chains as Whole Foods, Sprouts, King's, Giant Eagle and Fresh Market. In New York City, customers include the Waldorf Astoria, Sheraton NY, and Grand Hyatt as well as specialty food shops like Zabar's, Dean & Deluca, Citarella and Fairway. The Debtor produces pastry components (business to business) to manufacturers who make finished product for Walmart, Costco and other big box stores, and also produces elegant private label hors d'oeuvres for mail order catalogs. Their brand, particularly renowned for their puff pastry has garnered praise from The New York Times, Bon Appetit magazine and such celebrity chefs and food personalities as Martha Stewart, Rachel Ray, Mario Batali and Thomas Keller. Over 65% of the Debtor's workforce are residents of the Bronx, and the Debtor is a Nationally Certified Women Owned Business (WBENC). E & E ENTERPRISES: Selling Personal Property by Public Auction -------------------------------------------------------------- E & E Enterprises Global, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of personal property by public auction without further order of the court. The Debtor has identified the following personal property which the Debtor believes is not necessary to its reorganization: a. Office Telephones (NEC digital phones) – 16 total b. Burgundy Cloth Chair, no rollers – 1 c. Burgundy Cloth Chairs, with rollers – 7 total d. Office Desks, L Shape – 6 total e. Huge Outdoor Light up Signs – 2 total f. Sign #1: 8' X 38" X 1' g. Sign #2: 10' X 5' X 15" h. Prima/SDTV, small with DVD player – 1 i. Keyboards, HP, Dell, Logitech - 7 total j. Monitors, Dell, View Sonic, HP, Samsung, Norwood, Acer, Hyundai, Getaway – 11 total k. Hard Drives, Dell, HP, APC – 18 total l. Desk Printers, Epson, HP – 4 total m. Clear plastic Floor Mats for the Desk – 12 total n. Speakers for Computer – 4 total o. Monitor Covers – 7 total p. Small Soleus Air Conditioner – 1 q. Automatic Door Openers – 2 total r. Custom Wood Blinds, Light and Dark Brown, small, medium and large (with hardware) s. Ceiling Tile and Ceiling Grid (Brand New Certainteed) - value $67,000 t. Generac 14KW generator u. Assorted Thomas Kincaid, Tarkay and other limited edition prints The property is encumbered by a pre-petition lien granted to Branch Banking and Trust Company ("BB&T") to secure a BB&T revolving line of credit ("Secured Claim"). Prior to the Petition Date, BB&T assigned the Secured Claim to Hedge Fund V, LLC. Upon information and belief, at all relevant times subsequent to the Petition Date the Secured Claim was and is under-secured. Upon information and belief, the Debtor will acquire the Secured Claim collateralized by the property. Debtor proposes to sell the property free and clear of all liens, claims, encumbrances, and interests, and such liens, claims, encumbrances, and interest (including those of the Secured Claim) to attach, to the same extent and in the same priority, to the proceeds of such sale. In the Debtor's business judgment, the best way to liquidate the property is by public auction. The Debtor does not expect the property to yield significant proceeds upon sale, but the Debtor wishes to dispose of the property to free up storage space and generate whatever proceeds are possible. The Debtor proposes to auction all property, except the ceiling tiles, without reserve. Contemporaneously, the Debtor will file a separate application seeking Court permission employ an auctioneer. The asks the Court to approve the sale of the property by public auction without further order of the Court, and waive the 14-day waiting period imposed by Federal Rule of Bankruptcy Procedure 6004(h) to allow the Debtor to proceed with the sale of the property immediately upon entry of the order. About E & E Enterprises E & E Enterprises Global, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-50334) on March 15, 2016. The petition was signed by Ernest Green, Jr., president and CEO. The case is assigned to Judge Frank J. Santoro. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. EAGLE INC: Court Denies Approval of Disclosure Statement -------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana denied approval of the revised disclosure statement explaining Eagle Inc.'s Chapter 11 plan of reorganization. The matter came before the Court on November 18, 2016, as a hearing on approval of the disclosure statement and the objections filed by Houston General Insurance Company, United States Fidelity and Guaranty Company, the United States Trustee, TIG Insurance Company, et al., and Pacific Employers Insurance Company. The centerpiece of the Plan is the establishment of a trust under Section 524(g) of the Bankruptcy Code and an injunction that will channel all current asbestos-related claims and future asbestos-related demands to an asbestos personal injury trust. The Asbestos PI Trust will be funded primarily with cash contributed by Eagle and the Settling Asbestos Insurance Entities. In addition, the Asbestos PI Trust will be funded with 100% of the New Eagle Common Shares, and the proceeds of estate causes of action. The Debtor estimates that the total allowed amount of all prepetition claims other than asbestos PI claims will be approximately $1,220,112, all of which are prepetition professionals fees, which the Debtor intends to negotiate to reduce or eliminate. On September 21, 2016 the Debtor, on behalf of its estate and creditors, filed an adversary complaint against defendants Fred J. Schuber, III, David W. Schuber, Susan S. Proper, Donna S. Schexnayder, Schuber Holdings, L.L.C., Eagle Insulations, L.L.C., Pelican State Investment Company, and The Cajun Company. The causes of action in the Complaint pertain to a series of transfers that occurred between 2005 and 2006. The Complaint includes counts against the Defendants for avoidance of illegal dividends, breach of fiduciary duty (corporate waste and mismanagement), breach of fiduciary duty (self dealing), aiding and abetting breach of fiduciary duty, civil conspiracy, and accounting and seeks damages in excess of $7 million. The U.S. Trustee complained, among other things, that the Disclosure Statement did not provide any information regarding the mechanics of the Asbestos PI Trust and was unclear on how the Debtor will make any cash contributions to the Trust. The U.S. Trustee said the Debtor lacks any going concern value, since it is not an operating entity, and it lacks any future income operations. Pacific Employers Insurance Company complained that defunct entities like Eagle are ineligible for a channeling injunction under section 524(g) because they fail four separate Chapter 11 standards: that of section 1141(d), that of section 524(g)(2)(B)(i)(II), that of section 1129(a)(7), and that of section 1129(a)(9). These defects, according to the insurer, render Eagle's Plan unconfirmable. Moreover, the insurer complained that the Debtor's Plan contains myriad provisions that purport to strip away contractual rights from Eagle's insurers. The Disclosure Statement fails to state that insurers object to these provisions, and that confirmation of a plan containing such provisions may be held to vitiate coverage, effectively eliminating the possibility of distributions to holders of Asbestos Personal Injury Claims, the insurer further complained. A full-text copy of the Revised Disclosure Statement dated October 13, 2016, is available at: http://bankrupt.com/misc/laeb15-12437-341.pdf Counsel for Pacific Employers Insurance Company: Tancred V. Schiavoni, Esq. Timothy W. Grinsell, Esq. O'MELVENY & MYERS LLP 7 Times Square New York, NY 10036 Tel: (212) 326-2000 Fax: (212) 326-2061 E-mail: tschiavoni@omm.com tgrinsell@omm.com -- and -- Maura Z. Pelleteri, Esq. Christopher J. Weema, Esq. PUGH, ACCARDO, HAAS, RADECKER & CAREY, LLC 1100 Poydras Street, Suite 3200 New Orleans, Louisiana 70163 Tel: 504-799-4500 Fax: 504-799-4520 E-mail: mpelleteri@pugh-law.com cweema@pugh-law.com About Eagle Inc. Founded in 1920, Eagle, Inc., sold gaskets and insulation-related products, many of which contained asbestos. Eagle discontinued the distribution and sale of asbestos-containing products in the late 1970s and ceased all operations in 2006 other than the management of asbestos litigation and insurance rights. Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming a plan of reorganization which implements a channeling injunction and trust to resolve its liability for asbestos-related claims. Judge Jerry A. Brown is assigned to the case. The petition was signed by Raymond P. Tellini, the president. The Debtor's schedules disclosed $1,517,044 in assets and $1,220,112 in liabilities. Full-text copies of the Schedules are available at http://bankrupt.com/misc/EAGLEsal1006.pdf The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local counsel; and Epiq Bankruptcy Solutions as claims, noticing and balloting agent. The U.S. Trustee has appointed an Official Committee of Asbestos Personal Injury Claimants consisting of the following three members: (i) Steven F. Richard, Sr.; (ii) The Estate of Sylvester W. Gordon, through Beatrice Gordon, Surviving Spouse; and (iii) Sara Virginia Moskau, for the Estate of Paul Weaver c/o Baron & Budd, P.C. The counsel for the Asbestos Claimants Committee is Kevin C. Maclay, Esq., and Kevin M. Davis, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C. EL PRIMERO: Court to Hold Plan-Related Hearing on Dec. 13 --------------------------------------------------------- El Primero, Inc., has asked the U.S. Bankruptcy Court for the Eastern District of Virginia to issue an order determining that its Chapter 11 plan of liquidation, combined with disclosures for its case, contains "adequate information." The request, if granted, would eliminate the requirement to file a separate disclosure statement. Section 1125(f)(1) of the Bankruptcy Code authorizes a court, in a small business case, to "determine that the plan itself provides adequate information and that a separate disclosure statement is not necessary." The court is set to hold a hearing on December 13, at 11:00 a.m. The hearing will take place at Courtroom I, 2nd Floor, 200 South Washington Street, Alexandria, Virginia. About El Primero El Primero, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-11142) on March 30, 2016. The Debtor is represented by Justin Fasano, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan. The Troubled Company Reporter, on Aug. 9, 2016, reported that Judge Robert G. Mayer of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized El Primero, Inc. to sell substantially all of its assets to GRG, Inc., or its assigns for $250,000 in cash, plus adjustments at closing. The Debtor operates a 150-seat Tex-Mex/Mexican-themed restaurant and bar in Alexandria, VA. Its assets consist of its goodwill, equipment, tenant improvements, and inventory, as well as a small amount of cash on hand. From the proceeds of the sale, the Debtor will pay the lease termination payment in the amount of $121,253 plus all rent due for July 2016 to Van Dorn, LLC. The Debtor will hold $30,000 in escrow for six months from the date of closing for the purpose of paying any creditor that asserts a lien or claim against any of the assets transferred to GRG. EL REFUGIO: Seeks to Hire Avanesian Law Firm as Legal Counsel ------------------------------------------------------------- El Refugio, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Avanesian Law Firm to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, conduct examinations of witnesses, and provide other legal services. The hourly rates charged by the firm are: Michael Avanesian $375 Associate Attorneys $250 Law clerks $150 Paralegals $150 Michael Avanesian, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Avanesian, Esq. W. Sloan Youkstetter, Esq. The Avanesian Law Firm 801 N. Brand Blvd., Suite #1130 Glendale, California 91203 Tel: 818.276.2477 Fax: 818.208.4550 Email: michael@avanesianlaw.com Email: sloan@avanesianlaw.com About El Refugio LLC El Refugio, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25048) on November 14, 2016. The petition was signed by Stephanie Mendoza, manager. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. EQUINIX INC: Moody's Assigns Ba2 Rating on Sr Secured Term Loan B ----------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 (LGD2) rating to Equinix, Inc.'s (Equinix or the company) proposed EUR500 million senior secured Term Loan B. The proceeds raise will be used to prefund a portion of Equinix's proposed $3.6 billion purchase of certain data centers from Verizon Communications Inc. or general corporate purposes. Moody's anticipates that Equinix will complete the acquisition of assets from Verizon by mid-2017 and expects Equinix to raise additional debt and equity capital in advance of deal close. Moody's does not expect Equinix's Ba3 corporate family rating to change as a result of the Verizon transaction, primarily because Equinix has indicated plans to raise equity to fund part of the purchase price. The final mix of capital issued to fund the transaction could impact the notching of Equinix's existing secured (Ba2) and unsecured (B1) ratings, including the rating assigned today. Issuer: Equinix, Inc. Assignments: -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD2) LGD Adjustments: -- Senior Secured Bank Credit Facility, LGD Adjusted to (LGD2) from (LGD3) RATINGS RATIONALE Equinix's Ba3 Corporate Family Rating reflects its position as the leading global independent data center operator offering carrier-neutral data center and interconnection services to large enterprises, content distributors and global Internet companies. The rating also incorporates the company's stable base of contracted recurring revenues, its strategic real estate holdings in key communications hubs and the favorable near-term growth trends for data center services across the world. These positive factors are offset by significant industry risks, intensifying competition, an aggressive M&A program and relatively high capital intensity. The rating also reflects Moody's concerns that the company's cash flow profile will remain under pressure due to the high dividend associated with its REIT status such that it will raise additional debt to finance its capital requirements for dividends, M&A and capital investment. Moody's could raise Equinix' ratings if the company is on track to generate consistent positive free cash flow after dividends and leverage can be sustained below 4x. Alternatively, if Equinix can maintain moderate leverage and low levels of secured debt while increasing the proportion of cash flows generated from owned properties towards two-thirds of total and reduce its annual cash flow deficits meaningfully, the rating could be upgraded. The ratings could be downgraded if leverage is sustained above 5x (Moody's adjusted) for an extended timeframe. If Equinix does not raise a meaningful amount of equity capital to finance the acquisition of assets from Verizon, leverage would likely exceed 5x (Moody's adjusted) for an extended period and Equinix's ratings could be downgraded. The principal methodology used in this rating was Global Communications Infrastructure Rating Methodology published in June 2011. Headquartered in Redwood City, CA, Equinix, Inc. is the largest publicly traded carrier-neutral data center hosting provider in the world with operations in 40 markets across the Americas, EMEA and Asia-Pacific. EQUINIX INC: S&P Retains 'BB+' Corporate Credit Rating ------------------------------------------------------ S&P Global Ratings assigned its 'BBB-' issue-level rating to Redwood City, Calif data center provider Equinix Inc.'s proposed EUR500 million seven-year term loan B. The recovery rating is '1' indicating S&P's expectation for very high (90%-100%) recovery for secured creditors in the event of a payment default. The 'BB+' corporate credit rating and stable outlook on Equinix remain unchanged. S&P expects the company to use proceeds from the proposed term loan along with a mix of senior notes and equity to fund the $3.6 billion purchase of 29 data centers from Verizon. RATINGS LIST Equinix Inc. Corporate credit rating BB+/Stable/-- New Ratings Equinix Inc. EUR500 mil 7-year term loan B BBB- Recovery rating 1 EQUIPMENT ACQUISITION: FDIC Wins Summary Judgment ------------------------------------------------- Judge Donald R. Cassling of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, granted the motion of the Federal Deposit Insurance Corporation, as receiver for Charter National Bank and Trust, for summary judgment on the second amended complaint brought by William A. Brandt, Jr., in his capacity as plan administrator for Equipment Acquisition Resources, Inc. The second amended complaint sought avoidance and recovery of transfers from EAR to Charter. Brandt specifically alleged that EAR used an affiliated corporation, Machine Tools Direct, Inc., as a straw man to conceal the fraudulent nature of equipment-lease transactions. Counts I and II sought relief for actual fraud pursuant to 11 U.S.C. section 548(a)(1)(A) and 740 Ill. Comp. Stat. 160/5(a)(1). Brandt sought to recover $1,496,514.72 in payments previously made by EAR to Charter. Count III sought to recover the value of the transfers pursuant to 11 U.S.C. section 550, and Count IV sought to disallow the claim Charter has against EAR pursuant to 11 U.S.C. section 502(d). The FDIC, standing in the shoes of Charter, intervened in the action as a defendant. In support of its motion, the FDIC argued that there are no material facts in dispute and that, as a matter of law and regardless of whether the elements of a fraudulent transfer can be proven, Brandt cannot avoid the transfers in light of the doctrine outlined by the Supreme Court in D'Oench, Duhme & Co. v. FDIC, 315 U.S. 447 (1942) or under Congress' enactment of 12 U.S.C. section 1823(e) and section 1821(d)(9)(A). Specifically, the FDIC argued that the allegedly fraudulent transfers in question were necessarily based on a secret agreement not reflected in Charter's books and records and therefore Brandt's claims must be denied. Judge Cassling held that the defenses of section 1823(e) and D'Oench do apply in bankruptcy. The judge further held that, while the existence of a secret arrangement or scheme is a necessary part of that defense, there is no requirement that the acquired bank be a party to that secret arrangement or scheme. Because the undisputed facts demonstrate that a secret arrangement between EAR and MTD is at the heart of Brandt's claims, and because the defenses of D'Oench and section 1823(e) preclude Brandt from relying on such a secret arrangement to prove EAR's fraudulent intent, Judge Cassling held that the FDIC is entitled to summary judgment in its favor. Judge Cassling thus granted the FDIC's motion for summary judgment on all counts of the second amended complaint. The adversary proceeding is WILLIAM A. BRANDT, JR., in his capacity as Plan Administrator for Equipment Acquisition Resources, Inc., Plaintiff, v. FDIC, as Receiver for CHARTER NATIONAL BANK AND TRUST, N.A., Defendant, Adversary No. 11 A 02215 (Bankr. N.D. Ill.). A full-text copy of Judge Cassling's November 21, 2016 memorandum opinion is available at https://is.gd/wLyuof from Leagle.com. Equipment Acquisition Resources, Inc. is represented by: George P. Apostolides, Esq. Konstantinos Armiros, Esq. Barry A. Chatz, Esq. Robert E. Mckenzie, Esq. Kevin H. Morse, Esq. ARNSTEIN & LEHR LLP 120 South Riverside Plaza, Suite 1200 Chicago, IL 60606 Tel: (312)876-7100 Fax: (312)876-0288 Email: gpapostolides@arnstein.com karmiros@arnstein.com bachatz@arnstein.com ramckenzie@arnstein.com khmorse@arnstein.com -- and -- Allan B. Diamond, Esq. DIAMOND MCCARTHY LLP Two Houston Center 909 Fannin Street, 15th Floor Houston, TX 77010 Tel: (713)333-5100 Fax: (713)333-5199 Email: adiamond@diamondmccarthy.com Patrick S Layng, U.S. Trustee, is represented by: Richard C. Friedman, Esq. 51 University Street, Suite 201 Seattle, WA 98101 Tel: (206)501-4446 Fax: (206)623-0794 Email: rfriedman@friedmanrubin.com About Equipment Acquisition Palatine, Illinois-based Equipment Acquisition Resources, Inc., operated in the semiconductor equipment sales and servicing industry. It was designed to operate as a refurbisher of special machinery, a manufacturer of high-end technology parts, and a process developer for the manufacture of high-technology parts. The bulk of EAR's stated revenue derived from refurbishing and selling high-tech machinery; it was set up to purchase high-tech equipment near the end of its useful life at prices that were low relative to the cost of new units, and then refurbish using a propriety process the equipment for sale to end-users at substantial gross margins. EaR engaged in a massive fraud from 2005 to 2009. That fraud included, but was not limited to, selling semiconductor equipment at inflated prices, leasing the equipment back, misrepresenting the value of the equipment, and pledging certain pieces of equipment multiple times to various creditors to secure financing. It owned 2,000 pieces of semiconductor manufacturing equipment. First Premier Capital LLC, claiming to be owed $20 million, alleged that the scheme has cost creditors up to $175 million. EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 09-39937) on Oct. 23, 2009. Barry A. Chatz, Esq., at Arnstein & Lehr LLP, served as the Company's counsel. The Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities in its petition. Unsecured creditors were owed about $102 million. ESSEX CONSTRUCTION: Ch. 11 Trustee Sought to Probe Fund Transfer ---------------------------------------------------------------- Judy A. Robbins, United States Trustee for Region 4, asks the U.S. Bankruptcy Court for the District of Maryland to enter an Order directing the appointment of a Chapter 11 Trustee for Essex Construction, LLC, or in the alternative, convert the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. According to the U.S. Trustee, the Debtor has a conflict of interest in that, under the direction of its President, Roger Blunt, the Debtor transferred to Roger Blunt $125,000 within two weeks of filing the bankruptcy case, and more than $300,000 within 90 days of the bankruptcy case. Further, the Debtor, under the direction of its President, cannot and will not investigate properly the payments made as possible preferences and/or fraudulent conveyances. The U.S. Trustee asserts that the Chapter 11 Trustee is necessary to investigate the Debtor's transfer of more than $300,000 to Mr. Blunt. Moreover, if the Court determines that the appointment of a Chapter 11 Trustee is not in the best interest of the Creditors, the United States Trustee asks that the Court convert the case to Chapter 7. About Essex Construction Essex Construction, LLC filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24661), on November 4, 2016. The case is assigned to Judge Thomas J. Catliota. The Debtor's counsel is Kim Y. Johnson, at the Law Offices of Kim Y. Johnson. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million. The petition was signed by Roger R. Blunt, president and chief executive officer. FLEX ACQUISITION: Moody's Assigns B2 CFR, Outlook Negative ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Flex Acquisition Holdings, Inc. (formerly known as Novolex). Moody's also assigned a B1 rating to the First Lien Credit Facilities and a Caa1 rating to the Senior Unsecured Notes to be issued by Flex Acquisition Company, Inc., a subsidiary of Flex Acquisition Holdings, Inc. (details below). The proceeds will be used to finance the acquisition of North American packaging manufacturer, Novolex, by The Carlyle Group from Wind Point Partners as well as to pay fees and expenses associated with the transaction. The purchase price is supported by an $814 million common equity investment by The Carlyle Group and management. The First Lien Credit facilities transaction is expected to close in December 2016, while the Senior Unsecured Notes transaction is expected to close in 2017. Prior to the expected placement of senior unsecured notes in January 2017, a senior unsecured bridge loan will be put in place to support closing of the transaction in December 2016. The rating outlook is negative. "The B2 rating reflects increased pro forma leverage following the leveraged buyout by the new private equity sponsor. However, the assignment of the B2 CFR also reflects the company's ability to continue to generate good free cash flow and realize synergies from recent acquisitions," said Moody's analyst Anastasija Johnson. "The rating action also reflects the expectation that the company will realize projected synergies and improve its Moody's adjusted debt to EBITDA ratio to below 6.0 times in 2018." Moody's took the following rating actions: Flex Acquisition Holdings, Inc.: -- Assigned Corporate Family Rating, B2 -- Assigned Probability of Default Rating, B2-PD The outlook is negative. Flex Acquisition Company, Inc.: -- Assigned $300 million Senior Secured First Lien Revolving Credit Facility due 2021, B1/LGD3 -- Assigned $1,575 million Senior Secured First Lien Term Loan due 2023, B1/LGD3 -- Assigned $625 million Senior Unsecured Notes due 2025, Caa1/LGD5 Novolex Holdings, Inc. and Hilex Poly Co. LLC: -- Withdraw all ratings following close of transaction The ratings are subject to the receipt and review of the final documentation. RATINGS RATIONALE The B2 CFR reflects Flex Acquisition Holdings, Inc.'s ( formerly known as Novolex) elevated leverage pro forma for the leveraged buyout by The Carlyle Group and event risk related to the acquisition-driven growth strategy. Pro forma for the leveraged buyout, Novolex's debt/EBITDA leverage as adjusted by Moody's is 6.8 times in the twelve months ended September 2016 excluding synergies and approximately 6.3 times including synergies related to recent acquisitions. Given the company's successful track record in integrating large acquisitions and generating free cash flow, Moody's expects Novolex to return its leverage ratio to below 6 times in 2018 that would more solidly position the company within the B2 rating. Under the previous private equity owners, Novolex used free cash flow to fund growth and acquisitions, therefore it does not have a meaningful track record of debt repayment. "We expect the company to repay debt but also continue to pursue acquisitions under the new ownership." Moody's said. The rating benefits from the company's scale in the fragmented flexible packaging industry and diversified product portfolio, as the company has expanded into food contact packaging, paper retail bags, institutional can liners and custom film segments, reducing legacy plastic retail bag business to 21% of revenue. Novolex's improved margins, exposure to the more stable food packaging industry and long-standing relationships with large customers as well as projected good liquidity also support the rating. Novolex is expected to have good liquidity supported by positive free cash flow generation and availability under its proposed $300 million revolving credit facility due in 2021. Novolex is expected to have $25 million cash on hand pro forma for the leveraged buyout. "We expect the company to cover its main cash needs from internally generated cash flow." Moody's said. Peak working capital use is in the second and third calendar quarters due to the seasonal build of inventory for plastic and paper retail shopping bags. There are no near term maturities aside from manageable annual term loan amortization totaling 1% of the principal amount paid quarterly or approximately $16 million per year. The company is projected to have full availability under its $300 million revolver. The revolver is expected to have a springing maximum 7.0x first lien net leverage ratio test that is triggered when more than 35% of the revolver is drawn. There are no financial maintenance covenants in the term loan. Most assets are encumbered by the senior secured credit facilities, leaving few sources of alternative liquidity. The B1 ratings on the $300 million 1st lien senior secured revolving credit facility due 2021 and the $1,575 million 1st lien senior secured term loan due 2023 are one notch above the Corporate Family Rating reflecting the position in the capital structure and that the borrowings are well protected in a distressed scenario. The borrower is Flex Acquisition Company, Inc. The guarantors include all direct and indirect domestic subsidiaries, with certain exceptions. The facilities are secured by a 1st lien pledge of substantially all tangible and intangible property and assets of the borrower and guarantors as well as the stock of the borrower and guarantors. The Caa1 rating on the $625 million Senior Unsecured Notes due in 2025 reflects the effective subordination of this instrument to a considerable amount of 1st lien debt and the expectation of a considerable loss in value in a default scenario. The borrower and guarantors are the same as those for the 1st lien secured facilities. The ratings are subject to the receipt and review of the final documentation. The negative outlook reflects elevated pro forma leverage and lack of a track record for meaningful debt reduction. The outlook also reflects expectations that leverage will remain high until the company integrates its recent acquisitions and achieves synergies as planned. The ratings could be upgraded if debt to EBITDA declines below 5.0 times on a sustainable basis, EBITDA/Interest increases above 3.5 times and funds from operations to debt improve above 10%. Any upgrade would also be contingent upon the maintenance of good liquidity and financial policies that would sustain the aforementioned credit metrics. The ratings could be downgraded if debt to EBITDA does not trend towards 6 times in 2017, free cash flow to debt turns negative and liquidity deteriorates. The ratings could also be downgraded if operating margins deteriorate and the company pursues another large debt-financed acquisition or dividend recapitalization that will strain its metrics. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Hartsville, South Carolina, Novolex is a manufacturer of paper and plastic flexible packaging products, ranging from bags for grocery, retail and food service markets to can liners, specialty films and lamination products. The Carlyle Group signed an agreement to acquire Novolex in November 2016. Novolex's revenues for the twelve months ended September 30, 2016 was approximately $2 billion ($2.4 billion pro forma for the acquisition of Burrows Packaging and Heritage Bag Company). FOREST PARK REALTY: Purchaser Wins Summary Judgment --------------------------------------------------- Judge Stacey G. Jernigan of the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, determined that Manchester EB-5, LLC, the purchaser of a parcel of real property owned by Forest Park Realty Partners III, LP, is entitled to summary judgment as a matter of law and there is no need for a trial. The adversary proceeding captioned MANCHESTER EB-5, LLC, Plaintiff, v. FOREST PARK REALTY PARTNERS III, L.P., Defendant, Adversary No. 16-03042-sgj (Bankr. N.D. Tex.), involved disputes stemming from a prepetition Purchase and Sale Agreement entered into by Forest Park in March 2015, approximately eight months before it filed a Chapter 11 bankruptcy case. The PSA pertained to a parcel of real property owned by Forest Park, which was adjacent to its state-of-the-art hospital properties, which were in financial distress. The real property was an unencumbered and unutilized asset that Forest Park had decided to sell. In the PSA, as amended and extended from time to time, Forest Park agreed to sell the real property to Manchester, for a cash price of $4.1 million. Manchester deposited $200,000 of earnest money into an escrow account over time, pursuant to the terms of the PSA. The sale of the real property was never consummated -- in fact, Forest Park filed its chapter 11 bankruptcy case on the very afternoon that the sale had been scheduled to close (after many consensual extensions of the closing date that had been requested by Manchester, with Manchester depositing additional earnest money with each extension). Many months after Forest Park filed its Chapter 11 case, it eventually sold the real property to another party (i.e., a large hospital organization that bought substantially all of Forest Park's assets). An adversary proceeding was filed by Manchester seeking a declaration that it -- not Forest Park -- is now entitled to the $200,000 of earnest money that it deposited prepetition. Manchester has argued that this is a simple matter of contract interpretation and -- if somehow it is not -- that basic contract law principles also entitle it to a refund of the earnest money. Manchester moved for summary judgment, specifically contending that: (1) under the clear and unambiguous terms of the PSA, it had the right to -- and under the undisputed facts did -- terminate the PSA in writing, a few hours before Forest Park filed bankruptcy, because Forest Park advised Manchester that it was contemplating filing bankruptcy (which was a failure of a representation and warranty of Forest Park in the PSA); (2) such written termination entitled Manchester to a refund of the earnest money under the clear terms of the PSA; and (3) there is no genuine issue of disputed fact that requires a trial -- i.e., Manchester is entitled to a refund of the earnest money pursuant to the clear terms of the PSA. Additionally, in response to a contention of Forest Park that -- days prior to Manchester's purported written termination of the PSA -- Manchester repudiated and anticipatorily breached the PSA with certain oral communications, or that there may at least be a fact issue that there was an earlier repudiation/anticipatory breach by Manchester before its purported written termination, Manchester contended that there is no credible evidence offered by Forest Park that Forest Park ever materially changed its position in possible reliance on Manchester's alleged repudiation and anticipatory breach (and certainly did not send any written notification that it thought Manchester was in default, nor terminated the PSA and made demand for the earnest money). Thus, viewing the facts in the light most favorable to Forest Park, and assuming Manchester did commit a repudiation and anticipatory breach of the PSA with certain oral words, Manchester still, as a matter of law, was able to -- and did -- later retract the repudiation/anticipatory breach (with words and conduct indicating a continued interest in going forward with the transaction) and, eventually, effectively terminated the PSA in writing (entitling Manchester to the earnest money). In response, Forest Park has argued that Manchester did, indeed, repudiate/anticipatorily breach the PSA (or at least there are disputed fact issues as to whether Manchester might have), and Forest Park thereafter materially changed its position based upon the perceived repudiation/anticipatory breach -- thus, as a matter of law: (1) it was too late for Manchester to later retract the repudiation/anticipatory breach; (2) Forest Park was entitled to treat the PSA as breached and was relieved of its obligation to perform under the PSA; (3) Manchester's later purported written termination of the PSA was ineffective (as there was no longer a live contract to terminate); and (4) Forest Park is entitled to collect the earnest money. Viewing the summary judgment evidence in the light most favorable to Forest Park, Judge Jernigan has determined Manchester is entitled to summary judgment as a matter of law and there is no need for a trial because: (1) even if certain oral words were expressed by Manchester to Forest Park exactly as has been described by Forest Park in its summary judgment evidence, such oral statements could not, as a matter of law, have constituted a repudiation and anticipatory breach of the PSA by Manchester; but (2) even if a repudiation/anticipatory breach did occur (or even if Forest Park has created a fact issue as to whether repudiation/anticipatory breach occurred), (a) Forest Park has not put forward credible evidence to create a fact issue that Forest Park may have materially changed its position in reliance on such repudiation/anticipatory breach, and thus (b) Manchester was permitted to retract any alleged repudiation/anticipatory breach (which the undisputed facts indicate it did) and then terminate the PSA based upon Forest Park's contemplated bankruptcy filing, ultimately entitling Manchester to collect the earnest money. The bankruptcy case is IN RE: FOREST PARK REALTY PARTNERS, III, L.P., Chapter 11, Debtor, Case No. 15-34814-sgj-11 (Jointly Administered) (Bankr. N.D. Tex.). A full-text copy of Judge Jernigan's November 15, 2016 memorandum opinion and order is available at https://is.gd/8HfwYr from Leagle.com. Forest Park Realty Partners III, LP are represented by: Melissa S. Hayward, Esq. Julian P. Vasek, Esq. FRANKLIN HAYWARD LLP 10501 N. Central Expy, Ste. 106 Dallas, TX 75231 Tel: (972)755-7100 Fax: (972)755-7110 Email: mhayward@franklinhayward.com jvasek@franklinhayward.com About Forest Park Realty Forest Park Realty Partners III, LP, and BT Forest Park Realty Partners, LP, own properties that constitute Forest Park Dallas, which includes several hospital buildings, a parking garage, and a vacant lot. Forest Park Realty Partners III, LP, and BT Forest Park Realty Partners, LP, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 15-34814) on Nov. 30, 2015. The petitions were signed by Todd Furniss as manager of Neal Richards Group Forest Park Development LLC, its general partner. Judge Stacey G. Jernigan has been assigned to the cases. Forest Park estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million. Franklin Hayward LLP serves as counsel to the Debtors. FRONTIER COMMUNICATIONS: S&P Puts 'BB-' Ratings on Watch Neg. ------------------------------------------------------------- S&P Global Ratings placed its 'BB-' ratings on two classes of certificates linked to Frontier Communications Corp. on CreditWatch with negative implications. S&P's ratings on these two classes are dependent solely on its rating on the underlying security, Frontier Communications Corp.'s 7.05% senior debentures due Oct. 1, 2046 ('BB-/Watch Neg'). The rating actions reflect the Nov. 4, 2016, placement of S&P's 'BB-' rating on the underlying security on CreditWatch with negative implications. S&P may take subsequent rating actions on these transactions due to changes in its rating assigned to the underlying security. RATINGS PLACED ON CREDITWATCH NEGATIVE Structured Asset Trust Unit Repackages (SATURNS) Citizen Communication Debenture-Backed Series 2001-2 US$26.122 million callable units series 2001-2 Class Rating To From Units BB-/Watch Neg BB- PreferredPLUS Trust Series CZN-1 US$34.5 million preferred plus 8.375% trust certificates Class Rating To From Certs BB-/Watch Neg BB- FUNCTION(X) INC: Presented at 9th Annual LD Micro Conference ------------------------------------------------------------ Function(x) Inc. presented at the 9th annual LD Micro Main Event on Wednesday, December 7 at 1:00 p.m. PST / 4:00 p.m. EST at the Luxe Sunset Boulevard Hotel in Los Angeles, CA. COO and President, Birame Sock and Director of Financial Planning and Analysis, Michael Seeley of Function(x) will be presenting, as well as meeting with investors. The LD Micro Main Event is the largest independent conference for small/microcap companies and will feature 240 presenting names. View Function(x)'s profile here: http://www. ldmicro.com/profile/FNCX About Function(x)Inc. Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Sept. 30, 2016, Function(x) had $33.07 million in total assets, $27.51 million in total liabilities and $5.55 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. GEORGE MARTIN ANAST: Unsecureds To Recover 100% Over Five Years --------------------------------------------------------------- George and Cheryl Anast filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement referring to the Debtor's plan of reorganization. Class 4 - General Unsecured Claims totaling $66,500 will get pro rate payments. General unsecured creditors have the option of receiving 50% payment on their claims from the proceeds of sale, paid within six months of the effective date or, alternatively, would receive a distribution of 100% of their allowed claim in equal quarterly installments over the term of the Plan, which is five years. The Debtor will make plan payments from the revenue that is generated from the rental of the commercial property located at 3752 East Tropicana. The property rental business is in addition to the sale of the veterinary business, Sandy Hill Animal Clinic, which has been operating for 40 years. The rents are anticipated to generate approximately $6,666 per month aggregately. The Debtor anticipates that he will continue practicing veterinary case with the purchaser of the clinic for an initial consultation fee of $100,000 per year. The after-tax net income from employment is unknown. The Disclosure Statement filed on Nov. 23, 2016, is available at: http://bankrupt.com/misc/nvb15-16961-136.pdf As reported by the Troubled Company Reporter on Sept. 28, 2016, the Debtors filed a disclosure statement referring to the Debtors' plan of reorganization, which proposed that general unsecured creditors get 10% of their claims. About George and Cheryl Anast George Martin Anast is a veterinarian and is the principal owner and operator of a sole proprietorship veterinary practice under the name of Sandy Hill Animal Clinic. The Animal Clinic has operated for 40 years. George Martin Anast and Cheryl Anast own the real property connected with the commercial building located at 3752 East Tropicana, in which the clinic is operated. The Debtors also own their personal residential real property. The Debtors filed a Chapter 11 petition (Bankr. D. Nev. Case No. 15-16961) on Dec. 17, 2015. The Debtors are represented by Timothy P. Thomas, Esq., at the Law Office of Timothy P. Thomas, LLC. GLACIERVIEW HAVEN: Trustee Wants Secured Postpetition Loan ---------------------------------------------------------- Andrew Wilson, the Chapter 11 trustee of Glacierview Haven, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize him to borrow $100,000 from the Gary Outzen Trust ("Purchaser"), and to sell substantially all of the Consolidated Estate Debtors' assets to the Purchaser for $1,800,000. The Consolidated Resort Debtors own and/or have an interest in 15 parcels of real property on Highway 20 along the Skagit River near Rockport, Washington that have historically been operated together as Skagit River Resort. Three of the now-substantively consolidated debtors initially filed individual Chapter 11 bankruptcies in December 2015 and March 2016 to stay a receivership motion and certain foreclosures initiated by secured creditor Columbia Bank. The cases were administratively consolidated on June 13, 2016 and the Trustee was appointed on June 20, 2016. All of the debtors, with the exception of New Bullerville, LLC, were substantively consolidated on Aug. 5, 2016. New Bullerville was substantively consolidated with the remaining debtors on Oct. 12, 2016. After his appointment, the Trustee oversaw management of the Resort operations throughout June, July, August and September. These are the months in which the Resort generates the vast majority of its business. Aside from undertaking the necessary expenditures to ensure that there were no imminent safety hazards at the Resort, the Trustee attempted to operate the Resort as efficiently as possible. Nonetheless, the Resort only generated $271,251 in revenue, as compared to $253,123 in expenses. This does not take into account the debt service that would have been required to be paid outside of bankruptcy. Based upon the Resort's performance, the Trustee concluded that the Consolidated Resort Debtors would be unable to confirm a plan of reorganization through which creditors could be repaid through Resort revenues. The Trustee determined that he would need to liquidate the Consolidated Estate assets in order to maximize repayment to creditors. In determining how best to market the assets, the Trustee analyzed a number of possible scenarios and concluded that selling the Resort as a whole would be the only scenario with any realistic potential for repaying creditors in full. From an active real estate broker in the area, the Trustee has learned that recent property sales have generally been in the range of 17% to 20% greater than the tax assessed value of the property. The estate currently has less than $1,000 in cash on hand. Moreover, in addition to unpaid professional fees, the estate currently owes $32,674 to the State of Washington for post-petition Department of Revenue, Department of Labor and Industries and Employment Security Taxes. The Trustee requires funds to maintain the Consolidated Estate assets and administer the Consolidated Estate pending a sale. While the Trustee filed a motion seeking authority to log and sell certain timber on the Resort, that course of action is disfavored as it will likely reduce the value of the Resort to potential purchasers. Recognizing both that time and resources are of the essence and that the most likely and most expedient buyer for the Resort would be a strategic purchaser, the Trustee's Real Estate Consultant, David Rinning, contacted likely potential purchasers including Upper Skagit Tribe (potential resort), the State of Washington (potential state park) and several brokers representing church groups (potential retreat). The Purchaser had previously expressed interest in Purchasing the Resort and thus, Mr. Rinning initiated contact with the Purchaser. Finally, a fourth party expressed interest and the Trustee invited him to provide a term sheet. To date, only the Purchaser has provided a term sheet and/or executed a PSA. Pursuant to the PSA, the Purchaser would pay a total of $1,800,000 for the real and personal property of the Consolidated Estate. In addition to a 45-day due diligence period, the proposed sale, is subject to (a) Donald Clark, Madrene Clark and Judith Brooks contributing their life estates to the Consolidated Estate such that they can be transferred to the Purchaser free and clear of liens, claims and encumbrances; (b) to the extent the Bullerville Utility District ("BUD") owns or controls the water infrastructure on the Resort, appointment at Closing of Purchaser and/or individuals or entities designated by Purchaser as the only commissioners of BUD; and (c) the State's release of its existing judgment against the BUD. In order to allow the timber to remain in place pending the closing of the sale, the Purchaser has agreed, as part of the PSA, to loan the Consolidated Estate $100,000 ("Secured Post-Petition Loan"), to be secured by two parcels of land owned by Cow Heaven, LLC, Tax Parcel Numbers 45478 and 45522 ("Post-Petition Loan Collateral"). The two parcels comprising the Post-Petition Loan Collateral are encumbered with the exception of real property tax liens in favor of Skagit County in the cumulative amount of $6,837. The Secured Post-Petition Loan would be applied as a credit against the purchase price. In the event the Sale fails to close, the Purchaser would retain a secured claim against the Consolidated Estate unless the Purchaser failed to close without legal excuse. The Trustee intends to propose a liquidating plan pursuant to which the sale will close and, if necessary, the conditions relating to will be addressed such that the Consolidated Estate may avoid paying excise tax pursuant to Washington Administrative Code 458-61A-207. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/Glacierview_Haven_169_Sales.pdf The Secured Post-Petition Loan is in the best interest of the Consolidated Estate and its creditors because it is the only means for the Trustee to continue to fund the continued administration of the Consolidated Estate pending the Sale. Moreover, the Trustee and the Purchaser negotiated the terms of the Secured Post-Petition Loan in good faith, at arm's length. Accordingly, the Trustee asks the Court to approve the sale, pursuant to the terms of the PSA, free and clear of liens, claims and encumbrances, and authorize the Post-Petition Financing pursuant to the terms of the PSA. About Glacierview Haven Glacierview Haven, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 15-17327) on December 17, 2015. Marc S. Stern, Esq., served as bankruptcy counsel to the Debtor. Forest Court, LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 15-17329) on December 17, 2015, represented by Mr. Stern. Skagit River Resort, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11632) on March 28, 2016. The petition was signed by Don Clark, manager. The Debtor was also represented by Mr. Stern. Skagit River disclosed total assets of $2.22 million and total debts of $894,828. The Court later consolidated the three cases for procedural purposes; and then appointed Andrew Wilson as the Chapter 11 trustee. GLYECO INC: Appoints Ian Rhodes as Chief Executive Officer ---------------------------------------------------------- GlyEco's Board of Directors has appointed Ian Rhodes as chief executive officer and president effective Dec. 7, 2016. Mr. Rhodes is currently the Company's chief financial officer having joined GlyEco in February 2016. "I am honored to have been appointed as GlyEco's next CEO. It is a privilege to be part of an organization that delivers high quality services and innovative solutions to the customers in the automotive, heavy duty and specialty markets. I'm excited to work with a talented team that knows the industry and the regions where we operate," said Mr. Rhodes. "I look forward to positioning our team to be successful, produce a positive return for our shareholders, and deliver unparalleled levels of products and services to our markets." Rhodes succeeds Grant Sahag, who announced his resignation from the Board of Directors and as the chief executive officer to pursue new ventures. "I appreciate the opportunity to have served the shareholders of GlyEco and our incredible team of executive, managers, and support staff." Mr. Sahag continued "I look forward to Ian and the team continuing to create lasting value for GlyEco." Mr. Rhodes commented "On behalf of the entire GlyEco family, I wish to thank Grant for his six years of service to our organization." Mr. Rhodes continued "Grant is a consummate professional and I appreciate his dedication to GlyEco and the progress we have made under his leadership." Mr. Rhodes began his career at PricewaterhouseCoopers LLP, where he was an Audit Senior Manager and had oversight over some of the firm's largest audit clients. He then served as the vice president, chief accounting officer, and treasurer of Arch Capital. Most recently, Mr. Rhodes served as chief financial officer of Calmare Therapeutics Incorporated. Concurrent with Mr. Rhodes' appointment as chief executive officer, the Company has begun a search for a new chief financial officer. Mr. Rhodes will serve as interim chief financial officer until the naming of a successor. 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. GLYECO INC: Stockholders Elect Seven Directors ---------------------------------------------- GlyEco, Inc. held its 2016 Annual Meeting of Stockholders on Dec. 2, 2016, at which the stockholders: (i) elected Dwight Mamanteo, Charles Trapp, David Ide, Frank Kneller, Scott Nussbaum, Scott Krinsky and Grant Sahag as directors; (ii) ratified the appointment of KMJ Corbin & Company, LLP as the Company's independent registered certified public accountant for the fiscal year ended Dec. 31, 2016; (iii) approved, on an advisory basis, the compensation of the Company's named executive officers; and (iv) voted, on an advisory basis, on the preferred frequency of "every three years" for which shareholders will have an advisory vote on the Company's executive compensation. 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 DADDY: Moody's Affirms Ba3 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service affirmed Go Daddy Operating Company, LLC's (Go Daddy) Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default rating, and the Ba3 ratings for the company's senior secured credit facilities. Moody's also changed Go Daddy's ratings outlook to stable, from positive, and affirmed its SGL-1 Speculative Grade Liquidity rating. The rating actions resulted from Go Daddy's announcement that it expects to acquire Host Europe Group (HEG) for about US$1.79 billion, including assumption of HEG's net debt. Go Daddy will retain HEG's mass-market Web services business which focuses on small and medium enterprises, and plans to divest HEG's Managed Hosting services business (PlusServer), which focuses on medium to large enterprises, over the next year. The acquisition is expected to close in the second quarter of 2017. RATINGS RATIONALE Moody's analyst Raj Joshi said, "The proposed acquisition of HEG's mass market business will significantly enhance Go Daddy's operating scale in Europe and provide opportunities to accelerate revenue growth in Europe from cross-selling products and leveraging Go Daddy's technology platform and customer care services." But the acquisition will be financed entirely with debt, consisting of about $1.4 billion of incremental term loans and a $530 million bridge loan, which will result in a meaningful degradation of Go Daddy's credit metrics. Moody's estimates that pro forma for the acquisition of HEG's mass market business, Go Daddy's leverage (total debt to cash flow from interest plus interest expense, including Moody's adjustments for stock-based compensation and capitalized operating leases) will increase by approximately 2x to 5.1x. The acquisition marks a shift in Go Daddy's growth strategy, which had relied upon organic acquisition of customers and acquisitions of smaller products and technology assets to enhance product capabilities. The proposed acquisition will be the largest for Go Daddy and the risk of integrating a large customer base and operations will be high over the next 12 to 18 months. The change in the outlook to stable from positive reflects Moody's view that Go Daddy will operate with higher leverage than previously expected, though Moody's expects leverage to decline to the low 4x by the end of 2017. The affirmation of the Ba3 CFR reflects Go Daddy's strong revenue and operating cash flow growth, strong brand in the US and many international markets, and its position as the largest domain name registrar and a leading web-hosting services provider. The rating is further supported by Go Daddy's recurring revenues from high customer retention rates that have exceeded 85% over the last five years. Moody's expects Go Daddy's unlevered cash flow (as reported by the company) to grow by about 20% on an organic basis in 2017. Assuming the divestiture of PlusServer, leverage (total debt to cash flow from interest plus interest expense, Moody's adjusted) should decline to the low 4x by the end of 2017, and it should generate free cash flow of about mid-teens percentages of total adjusted debt in 2017. Go Daddy's rating also reflects the approximately 70% combined voting power of the company's financial sponsors and Mr. Parsons. The controlling shareholders have significant influence on the company's financial policy, which is likely to favor shareholders and increase the risk of credit negative events. Go Daddy operates in highly competitive markets with low barriers to entry. The SGL-1 Speculative Grade Liquidity rating reflects Go Daddy's very good liquidity over the next 12 to 15 months consisting of cash balances, access to an undrawn revolving credit facility and free cash flow. Moody's also expects Go Daddy to maintain sufficient cash relative to the bridge loan while the loan remains outstanding. Moody's also affirmed the Ba3 rating for Go Daddy's existing credit facilities but the ratings could be affected if the terms of the loans being raised to fund the acquisition are different than those of the existing credit facilities. Moody's does not expect to upgrade Go Daddy's CFR in the intermediate term given its high leverage and potential for debt-funded acquisitions. The rating could be upgraded over time if the company maintains strong earnings growth, its controlling shareholders substantially reduce their voting control in the company and if Moody's believes that Go Daddy could sustain leverage (total debt to cash flow from operations plus interest expense, Moody's adjusted) below 3x. Moody's could downgrade Go Daddy's ratings if revenue growth rates decelerate to the mid-single digit rates, customer churn increases, or aggressive financial policies lead Moody's to believe that leverage is unlikely to be sustained below 4x and free cash flow declines to below 10% of total debt for an extended period of time. Moody's has taken the following rating actions on Go Daddy Operating Company, LLC: Ratings Affirmed: Issuer: Go Daddy Operating Company, LLC -- Corporate Family Rating -- Ba3 -- Probability of Default Rating -- Ba3-PD -- Speculative Grade Liquidity -- SGL-1 -- US$150 million Senior Secured Revolving Credit Facility, Ba3 (LGD3) -- US$1,075 million (outstanding) Senior Secured Term Loan , Ba3 (LGD3) Outlook Actions: -- Outlook, Changed To Stable, From Positive Go Daddy Operating Company, LLC, is an indirect subsidiary of GoDaddy, Inc. GoDaddy, Inc. is a leading provider of domain name registration, web hosting and other services with $1.79 billion in revenue under U.S. GAAP for the twelve months ended September 30, 2016. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. GRATON ECONOMIC: S&P Raises ICR to 'BB-' on Stronger Performance ---------------------------------------------------------------- S&P Global Ratings said that it raised its issuer credit rating on Rohnert Park, Calif.-based Graton Economic Development Authority(the Authority) to 'BB-' from 'B+'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on Graton's senior secured credit facility, which consists of a $125 million revolver due 2019, a $525 million term loan A due 2019, and a $225 million term loan B due 2022, to 'BB-' from 'B+'--in line with the one notch upgrade of Graton. "The upgrade reflects our expectation that stronger-than-expected growth in Graton's EBITDA will result in faster improvement in its credit measures than we previously forecasted," said S&P Global Ratings' credit analyst Stephen Pagano. Under S&P's base-case forecast, it expects adjusted debt to EBITDA will improve to the high-2x area in 2017 from the mid-3x area in 2016. Further, S&P anticipates that funds from operations (FFO) to debt will improve to the high-20% area and EBITDA coverage of interest will improve to the low-6x area in 2017. S&P's forecast for the Authority's improving credit measures incorporates its expectation for EBITDA growth of about 10% in 2016 due to continued solid top-line growth in gaming operations as a result of a good regional economy and higher spending at the property. Further, S&P assumes 2017 EBITDA will grow off a higher base and will benefit from the opening of the hotel in November 2016, leading to increased visitation and spending at the property, such that EBITDA grows in the mid-to high-single-digits during the year. "The stable outlook reflects our expectation that growth in Graton's EBITDA, after the new hotel opened in November 2016, will result in adjusted debt to EBITDA improving to the high-2x area and FFO to debt improving to the high-20% area in 2017," said Mr. Pagano. "We continue to believe that Graton will distribute the maximum amount allowed under the credit agreement to the Tribe and the amount will be relatively predictable, given the restrictions in the credit agreement." Although unlikely at this time, given the cushion to S&P's downside leverage threshold of 4x under its base-case forecast, S&P could lower the issuer credit rating on Graton if its performance is materially worse than S&P expects. This could result from either a regional economic downturn negatively affecting visitation and spending at the property or increased competition from existing properties in the region resulting in a significant decline in business at the expanded resort. An upgrade is limited at this time, given S&P's view of Graton's business risk profile and its reliance on a single asset for cash flow generation. However, S&P could raise the rating if it was confident Graton would be able to sustain leverage below 2.5x in the event of a regional downturn, while keeping FFO to debt above 30% and EBITDA coverage of interest above 6x. GREAT AMERICAN MINT: Taps Marshack Hays as Special Counsel ---------------------------------------------------------- Great American Mint & Refinery Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Marshack Hays LLP as special litigation counsel. The firm will represent the Debtor in 14 separate lawsuits filed in the Orange County Superior Court. Marshack Hays will also assist the Debtor's lead counsel in the preparation of a Chapter 11 plan, and to resolve disputes among insiders over their equity holdings. The hourly rates charged by the firm are: Partners $420 - $590 Associates $275 - $435 Paralegals $175 - $240 Matthew Grimshaw disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard A. Marshack, Esq. Matthew W. Grimshaw, Esq. David A. Wood, Esq. Marshack Hays LLP 870 Roosevelt Irvine, California 92620 Tel: (949) 333-7777 Fax: (949) 333-7778 Email: rmarshack@marshackhays.com Email: mgrimshaw@marshackhays.com Email: dwood@marshackhays.com About Great American Mint American Mint & Refinery,Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D.Cal. Case No. 16-14552) on November 3, 2016.Â The Hon. Theodor Albert presides over the case. The Law Offices of Totaro & Shanahan represents the Debtor as counsel. The Debtor disclosed total assets of $1.17 million and total liabilities of $6.19 million. The petition was signed by Ulrich Blankenstein, president. GUIDED THERAPEUTICS: Enters Into Exchange Agreement with GPB Debt ----------------------------------------------------------------- Guided Therapeutics, Inc. entered into an exchange agreement with GPB Debt Holdings II LLC, with regard to the Company's outstanding senior secured convertible note originally issued to GPB on Feb. 11, 2016, and the portion of the Company's outstanding secured promissory note that GPB holds. Pursuant to the Exchange Agreement, upon completion of the next financing resulting in at least $1 million in cash proceeds to the Company, GPB will exchange both securities for a new convertible note in principal amount of $1,831,862. The new convertible note will mature on Feb. 12, 2018, and will accrue interest at a rate of 19% per year. The Company will pay monthly interest coupons and, beginning one year after issuance, will pay one fifth of the unconverted and then outstanding principal amount on the 12th of the following months: February, 2017; May, 2017; August 2017; November, 2017 and February, 2018. The Company will be able to prepay the new convertible note, in whole or in part, without penalty, upon 20 days' prior written notice. Subject to resale restrictions under Federal securities laws and the availability of sufficient authorized but unissued shares of the Company's common stock, the new convertible note will be convertible at any time, in whole or in part, at the holder's option, into shares of the Company's common stock, at a conversion price equal to the price offered in the qualifying financing that triggers the exchange, subject to certain customary adjustments and anti-dilution provisions contained in the new convertible note. The new convertible note will include customary event of default provisions and a default interest rate of the lesser of 21% or the maximum amount permitted by law. Upon the occurrence of an event of default, GPB will be entitled to require the Company to redeem the new convertible note at 120% of the outstanding principal balance. The convertible note will be secured by a lien on all of the Company's assets, including its intellectual property, pursuant to the security agreement entered into by the Company and GPB in connection with the issuance of the original senior secured convertible note. Upon consummation of the exchange, the Company further agreed to amend the warrant issued with the original senior secured convertible note, to adjust the number of shares issuable upon exercise of the warrant to equal the number of shares that will initially be issuable upon conversion of the new convertible note (without giving effect to any beneficial ownership limitations set forth in the terms of the new convertible note). As an inducement to GPB to enter into these transactions, on that date the Company entered into an Amendment to Consulting Agreement with GPB, pursuant to which the Company amended its previously disclosed consulting agreement with GPB to increase the royalty payable to GPB from 3.5% to 3.85% of revenues from the sales of the Company's products. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Guided Therapeutics had $2.06 million in total assets, $9.37 million in total liabilities and a total stockholders' deficit of $7.31 million. HAMPSHIRE GROUP: Can Use Cash Collateral on Interim Basis --------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized Hampshire Group, Limited, and its affiliated debtors to use cash collateral on an interim basis. The approved Budget which covers the period from December 3, 2016 through February 25, 2017 provides for total operating cash disbursements in the approximate amount of $2,196,557. The Debtors were authorized to use cash collateral for (a) providing funding between and among the Debtors, (b) conducting their operations and generating revenue in their Chapter 11 cases, (c) working capital purposes, (d) the satisfaction of costs and expenses of administering their Chapter 11 cases, and certain adequate protection payments to Salus Capital Partners, LLC, as its capacity as administrative and collateral agent. The Debtors, and their non-debtor affiliates Scott James, LLC and Rio Garment S.A. entered into a Credit Agreement with Prepetition Agent Salus Capital Partners, LLC an Prepetition Lenders, where the Debtors were provided with revolving loans and term loans. As of the Petition Date, the Debtors were indebted to Salus Capital Partners in the aggregate principal amount of approximately $7.4 million, plus accrued and unpaid interest, fees, expenses, penalties, premiums, charges and other obligations in connection therewith. The Prepetition Secured Debt was secured by substantially all of the Debtors' personal property. Judge Shannon granted Salus Capital Partners with following adequate protection solely to the extent of any diminution in the value of the prepetition collateral of Salus Capital Partners: (a) Adequate Protection Liens in and on all of the Debtors' presently owned and latera acquired real and personal property, as well as the proceeds, rents and profits generated therefrom, to the same extent, priority, validity and enforceability held by Salus Capital Partners on the prepetition collateral as of the Petition Date. (b) Additional Liens in and on all of the Debtors' unencumbered assets and any proceeds from any disposition of any unencumbered asset, or any asset which did not constitute prepetition collateral, subject to entry of a final order, and subordinate only to the Carve-Out. (c) Super-priority administrative expense claim against each Debtor and its respective estate solely to the extent of any diminution in value of the prepetition collateral, which will be subordinate only to the Carve-Out. (d) The Debtors will make following adequate protection payments until the termination date: (i) a monthly payment in cash of all reasonable and documented fees and expenses of Salus Capital Partners and its counsel during the Chapter 11 cases; (ii) periodic payments of the prepetition secured obligations; and (iii) the Debtors will pay Salus Capital Partners any excess amount from the Prepetition Concentration Account, to the extent that the amount of cash in the Prepetition Concentration Account exceeds $400,000, to reduce their prepetition secured obligations. Carve-Out consists of: (a) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee; (b) all reasonable fees and expenses up to $25,000 incurred by a trustee under section 726(b) of the Bankruptcy Code; (c) all accrued fees, costs and expenses incurred by the Debtor's counsel and any counsel or other professional retained by any Committee appointed in the Chapter 11 cases prior to delivery of the Carve-Put Trigger Notice; and (d) the Debtor's professional fees in an aggregate amount not to exceed $50,000 and the Committee's professionals' fees in an amount not to exceed $15,000 incurred following delivery of a Carve-Out Trigger Notice. The Debtors' consensual use of cash collateral will terminate automatically upon the occurrence of any of the following events: (1) the end of the time period as set forth in the Budget; (2) the failure to obtain a final order approving the Motion by December 30, 2016; (3) January 28, 2017; (4) the date any Debtor makes a material disbursement not contemplated by the Budget without having received the prior written consent of the Agent; (5) dismissal or conversion of the cases; (6) entry of an order granting relief from the automatic stay imposed by Section 362 of the Bankruptcy Code providing relief to any entity other than the Agent in an amount greater than $75,000 with respect to the Prepetition Collateral or the Adequate Protection Collateral without the written consent of the Agent, which consent may be withheld in its sole discretion; (7) appointment or election of a trustee, examiner with expanded powers or any other representative with expanded powers to operate Debtors; business; (8) the effective date of a chapter 11 plan for the Debtors; (9) entry of an order reversing, staying, vacating or otherwise modifying in any material respect the terms of the Interim Order; (10) a filing by any Debtor of any motion, pleading, application or adversary proceeding challenging the validity, enforceability, perfection or priority of the liens securing the Prepetition Secured Debt or asserting any other cause of action against and/or with respect to the Prepetition Secured Debt or the Prepetition Collateral; and The final hearing on the Debtor's continued use of cash collateral will be held on January 4, 2016 at 10:00 a.m. and any objections must be served and filed no later than December 28, 2016. A full-text copy of the Interim Order, dated December 6, 2016, is available at https://is.gd/GkhouM A full-text copy of the Budget, dated December 6, 2016, is available at https://is.gd/rzlTbD About Hampshire Group, Limited New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. The petitions were signed by Paul Buxbaum, president and chief executive officer. Hampshire Group disclosed $25.9 million in assets and $41.8 million in liabilities. Brands listed under $50 million in both assets and debts. International listed under $50,000 in assets and under $50 million in liabilities. Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel to the Debtors. No Official Committee of Unsecured Creditors has been appointed in these Chapter 11 case. HEBREW HEALTH: Court Allows Cash Collateral Use Until Dec. 16 ------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorized Hebrew Health Care, Inc., and its affiliated debtors to use the cash collateral of Wells Fargo Bank, National Association, the United States Department of Housing and Urban Development, U.S. Bank National Association and TD Bank, National Association, from Dec. 3, 2016 through Dec. 16, 2016. The Secured Creditors and the State of Connecticut Department of Revenue Services have consented to the Debtor's use of cash collateral. Debtor Hebrew Home and Hospital is indebted to Wells Fargo in the amount of at least $10,797,178. The indebtedness is secured by valid, enforceable, properly perfected and unavoidable first priority liens and security interests in Hebrew Home and Hospital's real property and all leases and rents derived from it, and all Hebrew Home and Hospital's personal property, subordinate only to the superpriority liens in cash, accounts receivable, and accounts granted to Hebrew Home DIP Financing, LLC, in connection with the postpetition financing approved by the Court. Hebrew Home and Hospital is also indebted to the Department of Housing and Urban Development in the amount of $11,389,241.65. The indebtedness is secured by valid, enforceable, properly perfected and unavoidable liens and security interests in Hebrew Home and Hosptial's Collateral, subordinate only to the superpriority liens in cash, accounts receivable, and accounts granted to the DIP Lender in connection with the DIP Financing; and the liens and security interests of Wells Fargo held in all of Hebrew Health Care's Collateral. Debtor Hebrew Life Choices is indebted to TD Bank in the amount of at least $14,890,000. The indebtedness is secured by valid, enforceable, properly perfected and unavoidable liens and security interests in Hebrew Life Choices' Real Property and all leases and rents derived from them; and all personal property of Hebrew Life Choices, subordinate only to the superpriority liens in cash, accounts receivable, and accounts granted to the DIP Lender in connection with the DIP Financing. Judge Manning acknowledged that the Debtors do not have sufficient available sources to provide working capital to operate their businesses in the ordinary course without being allowed to use the Cash Collateral. She further acknowledged that the Debtors’ ability to provide patient services, and to maintain their business relationships with vendors, suppliers and employees, and to otherwise fund their operations, are essential to the Debtors’ viability. Judge Manning held that there is an immediate need for funding to minimize the disruption of the Debtors’ business and daily operations, to manage and to preserve the assets of its bankruptcy estate, to provide patient care to existing and future patients and to enhance the likelihood of a successful reorganization for the benefit of the Debtors’ bankruptcy estates, creditors and other parties-in-interest. The approved Budget, which covers the period from November 5, 2016 to the week beginning March 4, 2017, provides for total consolidated cash disbursements in the amount of $12,334,100. Wells Fargo was granted valid and automatically perfected first-priority replacement liens on and replacement security interests in and upon the Hebrew Home and Hospital Cash Collateral to the same extent, validity and priority as Wells Fargo possessed as of the Petition Date, subject only to the liens against accounts, accounts receivable, and cash and super-priority administrative expense granted to the DIP Lender in connection with the DIP Financing, the Carve-Out. The Department of Housing and Urban Development was granted valid and automatically perfected second-priority replacement liens on and replacement security interests in and upon Hebrew Home and Health's Collateral to the same extent, validity and priority as the Department of Housing and Urban Development possessed as of the Petition Date, subject only to the liens against accounts, accounts receivable, and cash and super-priority administrative expense granted to the DIP Lender in connection with the DIP Financing and the liens and security interests held by Wells Fargo. U.S. Bank was granted automatically perfected replacement liens on and replacement security interests in and upon the Hebrew Life Choices Cash Collateral to the same extent, validity and priority as U.S. Bank possessed as of the Petition Date, subject only to the liens against accounts, accounts receivable, and cash and super-priority administrative expense granted to the DIP Lender in connection with the DIP Financing, the Carve-Out and the Preserved Actions. TD Bank was granted valid and automatically perfected replacement liens on and replacement security interests in and upon the Hebrew Life Choices Collateral to the same extent, validity and priority as TD Bank possessed as of the Petition Date, subject only to the liens against accounts, accounts receivable, and cash and super-priority administrative expense granted to the DIP Lender in connection with the DIP Financing and the liens and security interests held by U.S. Bank. As adequate protection of the right asserted by the Department of Revenue Services, or the DRS, to setoff amounts due and owing to Hebrew Home and Hospital by the State of Connecticut, Department of Social Services in connection with the Medicaid program for services provided by Hebrew Home and Hospital prior to the Petition Date, against amounts that DRS alleges are due and owing by Hebrew Home and Hospital to the DRS for unpaid provider taxes arising prior to the Petition Date, DRS' asserted right to setoff against the Prepetition Medical Payables will attach to all Medicaid Payables due and owing to Hebrew Home and Hospital for services provided by it after the Petition Date. The Carve-Out consists of: (i) allowed fees and reimbursement for disbursements of professionals retained by the Debtors in an aggregate amount for all such Debtors’ Professional Fees not to exceed $350,000.00; (ii) allowed fees and reimbursement for disbursements of professionals retained by the Committee in an aggregate amount of all such Committee’s Professional Fees not to exceed $175,000.00; (iii) quarterly fees pursuant to 28 U.S.C. Section 1930(a)(6) plus interest accrued pursuant to 31 U.S.C. Section 3717, and any fees payable to the clerk of the Bankruptcy Court; and (iv) amounts due and owing to the Debtors’ non-insider employees for post-petition wages. A hearing on the Debtors' further use of cash collateral is scheduled on December 13, 2016 at 3:00 p.m. A full-text copy of the Order, dated December 7, 2016, is available at http://bankrupt.com/misc/HebrewHealth2016_1621311_456.pdf About Hebrew Health Care, Inc. Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew Community Services, Inc., and Hebrew Home and Hospital, Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. The Debtors are represented by Elizabeth J. Austin, Esq., at Pullman and Comley, LLC. At the time of the filing, Hebrew Health Care, Inc., estimated assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The United States Trustee for Region 2 appointed The Connecticut Light and Power Company, McKesson Corporation, and Morrison Management Specialists, Inc. to serve on the Official Committee of Unsecured Creditors. HEENA HOSPITALITY: Unsecureds To Get $1K A Month Over 5 Years ------------------------------------------------------------- Heena Hospitality, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement explaining the Debtor's plan of reorganization. Class 7 General Unsecured Claims is estimated to be approximately $1,128,625.38. The Debtor has not filed claims and objections and may object to certain of the unsecured claims. Class 7 is impaired by the Plan. Each holder of an Allowed General Unsecured Claim will be paid their pro rata share of $1,000 a month over five years, starting on the 15th of the third full month following the Effective Date. The majority of this payment will go to Citizens Bank. The Debtor will fund the Plan from the Debtor's continued business operations. The Debtor will keep current its post-petition payables. The Debtor has filed with the Court an application for conditional approval of the disclosure statement. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-42305-51.pdf The Plan was filed by the Debtor's counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, Texas 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com About Heena Hospitality Heena Hospitality, LLC, owns the Motel 6 located at 150 Alford Drive, Weatherford, Texas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 16-42305) on June 10, 2016. The petition was signed by Bob Bhojwani, president. The case is assigned to Judge Russell F. Nelms. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. HEYL & PATTERSON: DOJ Watchdog Directed to Appoint Ch. 11 Trustee ----------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Heyl & Patterson, Inc.. The approval was in light of the Expedited Motion of the Official Committee of Unsecured Creditors of Heyl and Patterson, Inc., for the Appointment of a Chapter 11 Trustee. The Court further ordered that no sale proceeds from any sale involving property of the Debtor's estate shall be distributed prior to the selection of a Chapter 11 Trustee. About Heyl & Patterson Heyl & Patterson Inc. is an American specialist engineering company, founded in 1887 and based in Pittsburgh, Pennsylvania. Heyl & Patterson sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21620) on April 29, 2016. The petition was signed by John R. Edelman, CEO. The case is assigned to Judge Carlota M. Bohm. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, as counsel; and Gleason & Associates as financial advisors. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors. The Committee retained Whiteford, Taylor & Preston, LLC as its legal counsel; and Albert's Capital Services, LLC as its financial advisor. HOLY NAZARENE DELIVERANCE: Taps Morse Geller as Legal Counsel ------------------------------------------------------------- Holy Nazarene Deliverance Ministries, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel. The Debtor proposes to hire Morse Geller & Associates to give legal advice regarding its duties under the Bankruptcy Code, and provide other services related to its Chapter 11 case. Morse Geller, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $250 while the firm's paralegals will be paid $50. Mr. Geller disclosed in a court filing that he does not represent any interest adverse to that of the Debtor, and that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Morse Geller, Esq. Morse Geller & Associates 277 Sycamore Street West Hempstead, NY 11552 Phone: 516-220-1752 About Holy Nazarene Deliverance Holy Nazarene Deliverance Ministries, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-42137) on May 17, 2016. The case is assigned to Judge Nancy Hershey Lord. HS GROUP: S&P Affirms 'B' CCR & Revises Outlook to Stable --------------------------------------------------------- S&P Global Ratings said that it revised its outlook on Eden Prairie, Minn.-based HS Group Holdings Inc. to stable from negative and affirmed S&P's 'B' corporate credit rating on the company. S&P also reviewed the recovery and issue-level ratings for the company that were under criteria observation (UCO) after publishing S&P's revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, it is removing the UCO designation from these ratings and raising S&P's issue-level rating and recovery rating on the company's $350 million first-lien term loan maturing in 2021 and $35 million revolving credit facility maturing in 2020 to 'B+' and '2' from 'B' and '3', respectively. The '2' recovery rating indicates S&P's expectations for substantial (lower end of 70%-90% range) recovery in the event of payment default. Incorporated in S&P's analysis is the assumption that the first-lien term loan will grow to $350 million from $300 million based on preliminary terms and conditions. The company will raise $50 million in incremental first-lien debt for paying down revolver borrowings, general corporate purposes, and potential tuck-in acquisitions. In addition, S&P affirmed its 'CCC+' issue-level rating, with a recovery rating of '6', on the company's $130 million second-lien term loan maturing in 2022. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of payment default. The outlook revision to stable from negative reflects S&P's forecast for continued EBITDA growth primarily from acquisitions through 2017. In conjunction with full repayment of the revolver ($25 million as of Sept. 30, 2016), S&P believes it will result in adjusted leverage improving to below 6x in 2017 from just under 7x at the end of 2016. Growth through acquisitions and new license sales in 2016 have more than offset steep declines in server change fees that the company is de-emphasizing to improve customer satisfaction. Nonetheless, EBITDA margin declined because acquired companies were less profitable and the reduction in server change fees had a direct impact on margins. S&P expects faster EBITDA growth in the low–teen percents over the next 12 months as Help/Systems improves margins at the acquired entities. Help/Systems offers information technology (IT) infrastructure software tools for system and network management, business intelligence, and security compliance. The company's products automate critical technology functions such as scheduling and network monitoring, provide business intelligence through executive dashboards, and improve system security. Approximately 75% of revenue comes from clients using IBM's iPower servers, which rely on a set refresh cycle. But Help/Systems recently grew sales to multi-platform customers through organic development of new software solutions and acquisitions. The company is also focused on growing sales outside the U.S., historically about 20% of sales. Help/Systems has completed 20 small acquisitions since 2006. Help/Systems has modest market share in the narrow and fragmented IT software solutions market for IBM servers. The market growth rate for servers is low due to increasingly powerful machines that make upgrade cycles less predictable. Further, the company competes with numerous other companies, including several much larger and long-established players with substantially greater resources. These credit risks are partially offset by Help/Systems' high recurring revenues, with more than 70% of revenue coming from recurring revenue (primarily maintenance) and renewal rates in excess of 90% for its three largest tools. Gross margins have consistently exceeded 90%, and EBTIDA margins are helped by the company's efficient telephone and web-based sales model. S&P's base case assumes: -- Real U.S. GDP growth of 1.6% in 2016 and 2.4% in 2017; -- Global IT spending growth in the low-single–digit percents; -- Low-teens percent revenue growth in fiscal 2016, driven by recent acquisitions; -- Double–digit percent revenue growth in 2017, above S&P's macroeconomic and industry expectations, reflecting a full year of the 2016 acquisitions, internal growth slightly below GDP, and more modest acquisition spending relative to 2016; -- Margins remaining stable in the low- to mid-50% area based on the company's track record of successfully integrating acquisitions while maintaining margins; and -- Positive FOCF generation above $35 million in 2017 that it will use to fund acquisitions. Based on these assumptions, S&P arrives at these credit measures over the rating horizon: -- Debt-to-EBITDA ratio just below 7x at the end of 2016 declining to below 6x at the end of 2017; -- FOCF to total debt of 6%-10% over the next two years; and -- EBITDA interest coverage above 2x for the next two years. In S&P's view, the company has adequate liquidity. S&P believes coverage of uses will be 3x for the next 12 months and that net sources will be positive in the next year, even with a 15% decline in EBITDA. Principal liquidity sources: -- Cash balance of about $4.5 million as of Sept. 30, 2016. -- Annual cash flow from operations above $30 million. -- Full availability under the company's $35 million revolving credit facility due in 2020 at transaction close. Principal liquidity uses: -- Modest annual capital expenditures in the 1.5%-2% range. -- Mandatory debt amortization of $3 million. -- Annual acquisitions of $20 million-$40 million for the next two years. Despite measureable liquidity sources and uses that may suggest a higher liquidity assessment, S&P limits its assessment to adequate due to qualitative factors. S&P believes that to absorb a high-impact, low-probability event, the company would require some refinancing. S&P also views the company as having satisfactory but not high standing in credit markets, evidenced by the speculative-grade credit spreads on its proposed debt. Covenants There is a maximum net leverage covenant on the first-lien term loan. The test was at 8.75x as of Sept. 30, 2016, and steps down over time. EBITDA cushion was just under 30% as of Sept. 30, 2016. S&P expects the company to maintain cushion above 20% over the coming year. The stable outlook reflects leverage of just under 7x that S&P expects will decline to below 6x by the end of 2017 as the company sees a full year of operations from recent acquisitions. It also reflects S&P's expectation that the company will continue to generate annual FOCF above $25 million. S&P could lower the rating if leverage is sustained above 7x over the next year or FOCF to debt falls below 3% with no prospects for improvement. This could occur if the company doesn't realize anticipated synergies, experiences increased competition, or customer losses. A higher rating is unlikely over the next year given sponsor ownership and continued use of cash for acquisitions. Longer term, S&P could raise the rating if leverage is sustained below 5x. IGNACIO VILLARREAL MOYA: Unsecureds To Get $4,000 Under Plan ------------------------------------------------------------ Ignacio Villarreal Moya and Maria L. Villarreal filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement referring to the Debtor's plan of reorganization. Class 2B General Unsecured Claims will receive a dividend of $4,000. This dividend constitutes payment of [___] cents per dollar of each claim. Payments and distributions under the Plan will be funded by the income generated from the investment property located at 2205 Mariposa Avenue, in Las Vegas, Nevada, and their wages. The Debtor intends to pursue an action to quiet title in the 2205 Mariposa Avenue Property. According to the Debtor, the current holders of the title to the investment property fraudulently obtained the subject property and the lead owner is currently serving time in prison for this and similar acts. The Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-10398-70.pdf The Plan was filed by the Debtor's counsel: Randal R. Leonard, Esq. 500 S. Eighth Street Las Vegas, NV 89101 Tel: (702) 598-3667 Fax: (702) 598-3926 E-mail: rleonard999@yahoo.com Ignacio Villarreal Moya and Maria L. Villarreal filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-10398) on Jan. 28, 2016. ILLINOIS POWER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Illinois Power Generating Company 601 Travis Street, Suite 1400 Houston, TX 77002 Case No.: 16-36326 Type of Business: Power Generation Chapter 11 Petition Date: December 9, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Co-General Bankruptcy Counsel: LATHAM & WATKINS LLP Debtor's Co-General Bankruptcy Counsel: Timothy Alvin Davidson, II, Esq. ANDREWS KURTH KENYON LLP 600 Travis, Ste 4200 Houston, TX 77002 Tel: 713-220-3810 Fax: 713-238-7102 E-mail: tdavidson@akllp.com taddavidson@andrewskurth.com Debtor's Financial Advisor: DUCERA PARTNERS LLC Debtor's Claims, Noticing & Solicitation Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Total Assets: $450.14 million Total Debts: $970.41 million The petition was signed by Jeff Hunter, chief restructuring officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Mellon Unsecured Notes $831,610,833 Attn: Alex Chang 101 Barclay St - 8W New York, NY 10286 USA Tel: 212-815-4869 Fax: 732-667-9384 Email: Alex.chang@bnymellon.com Advatech Trade Debt $80,730,566 Attn: Mr. Greg Smith 10975 Benson Drive, Suite 100 Overland Park, KS 66210 USA Tel: 913-242-3393 Fax: 913-242-3401 Email: wmgoldlaw@aol.com GS RC Coffeen LLC Trade Debt $5,669,942 200 West St New York, NY 10282 Fax: 303-923-2180 Email: gfeeder@tinuumgroup.com BNSF Railway Company Trade Debt $4,774,853 2650 Lou Menk Drive Fort Worth, TX 76131 USA Tel: 817-352-4178 Fax: 817-352-7939 Email: Larry.Meyne@bnsf.com Peabody Trade Debt $2,382,314 7100 Eagle Crest Blvd, Ste 300 Evansville, IN 47715 Fax: 812-434-8500 Email: salesaccounting@peabodyenergy.com Newton RC LLC Trade Debt $2,256,085 6725 North 500th Street Newton, IL 62448 Fax: 734-302-8243 Email: caroline.drews@dteenergy.com Union Pacific Trade Debt $1,676,735 455 North City Front Plaza DR Chicago, IL 60611 Fax: 402-544-5000 Email: upmateriallinvoices@up.com Arch Coal Inc. Trade Debt $1,330,955 CityPlace One, Suite 300 St. Louis, MO 63141 USA Tel: 314-994-2843 Fax: 314-994-2719 Email: bvarner@archcoal.com Scheck Mechanical Corporation Trade Debt $646,281 Attn: Eric Estes One East Oak Hill Drive, Suite 100 Westmont, IL 60559 USA Tel: 920-759-2600 Fax: 708-215-8459 Email: Eestes@goscheck.com The Indiana Rail Road Company Trade Debt $576,190 8888 Keystone Crossing, Suite 1600 Indianapolis, IN 46240 USA Tel: 317-616-3459 Fax: 317-844-5401 Email: jenny.vanvaler@inrd.com Cloud Peak Energy Resources LLC Trade Debt $383,625 505 South Gillette Ave, Building 4 Gillette, WY 82717 USA Tel: 303-713-5600 Fax: 720-566-3099 Email: bill.wallace@cldpk.com Tronox Specialty Alkali Corporation Trade Debt $318,393 Attn: Michael Brubaker 1735 Market Street Philadelphia, PA 19103 USA Tel: 215-845-4512 Fax: 215-857-5730 Email: donna.burkhard@tronox.com Contura Coal Sales LLC Trade Debt $192,884 Email: allen.childress@conturaenergy.com NOL TEC Systems Inc. Trade Debt $140,000 Email: jimanderson@non-tec.com Team Industrial Services Inc. Trade Debt $134,460 Email: Mike.Krusz@Teaminc.com, jon.houser@teaminc.com CF Industries Sales LLC Trade Debt $98,095 Email: bkoschak@cfindustries.com Moon Fabricating Corporation Trade Debt $93,415 Email: kkerrick@moontanks.com Turbine Pros LLC Trade Debt $86,429 Email: apinvoices@turbinepros.com KM Plant Services Inc. Trade Debt $81,919 Email: LizBeison@k2industrial.com Nokomis Quarry Company Trade Debt $81,671 Email: debbier@consolidated.net ILLINOIS POWER: Files for Ch. 11 Bankruptcy With Prepackaged Plan ----------------------------------------------------------------- Illinois Power Generating Company (Genco) filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (Case No. 16-36326) on Dec. 9, 2016, to implement a consensual restructuring of its senior unsecured note debt. The Debtor has hired Latham & Watkins LLP and Andrews Kurth Kenyon LLP as bankruptcy co-counsel; Ducera Partners LLC as financial advisor; and Epiq Bankruptcy Solutions, LLC as claims, noticing and solicitation agent. The case is assigned to Judge Marvin Isgur. The power generation company commenced the Chapter 11 case following receipt of the requisite accepting votes in favor of a prepackaged plan of reorganization. About 96.9% in amount and 82.9% in number of votes in the only impaired class under the Plan voted to accept the Plan, and the Plan provides that all non-voting classes, including general unsecured creditors, are to be paid in full or otherwise rendered unimpaired. Headquartered in Houston, Texas, Genco, which employs 217 people, owns and operates a merchant electricity generation business in Illinois. Genco is an indirect, wholly-owned subsidiary of IPH, LLC, which is an indirect wholly-owned subsidiary of Dynegy. On Dec. 2, 2013, IPH acquired assets, including Genco (formerly known as Ameren Energy Generating Company and several of its affiliates, from Ameren Corporation pursuant to a transaction agreement. Electricity generated by Genco at its Coffeen Plant and Newton Plant is primarily sold through the Midcontinent Independent System Operator, Inc. market, and a portion of the electricity generated by Genco is offered into the PJM Interconnection, LLC market. Jeff Hunter, chief restructuring officer, disclosed in an affidavit filed with the Court that Genco faced market challenges due to unfavorable competition against regulated utilities that can offer capacity into the market at little to no cost. In addition, he said, there are numerous regulatory and environmental constraints on Genco's business. "The most costly of these are regulations governing sulfur dioxide (SO2) emissions, which will require either reduced operations or significant capital expenditure and increased operating costs to implement dry sorbent injection (DSI) technology to reduce SO2 emissions; rules for the safe disposal of coal combustion residuals (CCR), compliance with which creates significant present and future obligations for Genco; and compliance with Effluent Limitation Guidelines (ELG), which are standards for wastewater discharge designed to limit potential contamination of water sources." As of Nov. 30, 2016, Genco's unaudited balance sheet reflected assets of approximately $450 million and liabilities of approximately $970 million. Genco's material long term debt obligations consist of three series of senior unsecured notes, with a total outstanding principal amount of $825 million. As of the Petition Date, the total outstanding obligations due and owing to vendors, suppliers, and other general unsecured creditors are approximately $23.1 million. In addition Genco owes certain support services providers approximately $12.7 million as of the Petition Date under a services agreement, Court documents show. "As a result of these market and regulatory challenges, and interest payments on account of the Genco Notes totaling approximately $58.61 million annually, Genco's liquidity has been an ongoing concern since the Ameren Transaction. Moreover, with some of the Genco Notes set to mature in 2018, it became clear that a restructuring of the Genco Notes would be necessary for Genco to remain competitive," Mr. Hunter maintained. Mr. Hunter added that with interest payments of $7.9 million and $10.5 million on account of the Genco Notes due on Oct. 1, 2016, and Oct. 15, 2016, respectively, Genco's liquidity issues and the need for a restructuring became a pressing concern during the third quarter of 2016, and negotiations among Genco, Dynegy, and the Ad Hoc Group of Noteholders intensified as the October interest payments drew nearer. After evaluating these alternatives, and considering the operational synergies under the Services Agreement with the Provider Group, the significance of Genco's PSA with IPM, and the environmental permitting issues that could arise in any change of control or separation from the IPH Group, Genco, in connection with the Ad Hoc Group of Noteholders and Dynegy, agreed upon the framework for a restructuring that will reduce its debt, allow its operations to continue with minimal disruption, and provide holders of Genco Notes with substantial consideration. Restructuring Support Agreement On Oct. 14, 2016, upon approval by Genco's board of directors, including the special director and independent director, Genco entered into a restructuring support agreement with Dynegy, certain affiliates of Genco and Dynegy, and the Ad Hoc Group of Noteholders. The Support Agreement provides for holders of Genco Notes to receive, in exchange for their Genco Notes, their pro rata share of (i) approximately $130 million in cash (subject to adjustment based on interest payments made prior to consummation of the restructuring), (ii) $210 million of new debt to be issued by Dynegy, and (iii) up to 10 million warrants to be issued by Dynegy. The Debtor estimates that this consideration amounts to approximately a 39% recovery for holders of Genco Notes, in addition to the interest payments received through December 2016. The Support Agreement includes a term sheet for a plan of reorganization that provides for all classes of creditors, including general unsecured creditors other than the holders of Genco Notes, to be unimpaired. The term sheet also provides for Genco's equity interests, indirectly owned by Dynegy, to be reinstated. In addition, the Support Agreement provides that upon consummation of the Plan, Dynegy will provide Genco with an intercompany revolving working capital facility. The Working Capital Facility will be secured by a first-priority security interest in substantially all of Genco's assets. The interest rate for borrowings under the Working Capital Facility will be 7% per annum, payable quarterly in arrears. The Working Capital Facility will consist of two tranches of revolving credit facilities: the proceeds of the Tranche A facility, for which Dynegy will commit up to $25 million, subject to certain adjustments, may be used to satisfy Genco's ordinary course working capital needs; and the proceeds of the Tranche B facility, for which Dynegy will commit up to $100 million, subject to certain adjustments, may be used to satisfy Genco's obligations to pay all or a portion of the cash distributions to be made under the Plan. First Day Motions Genco has asked the Court for authority for standard and customary "first day" relief to continue its operations in the ordinary course during the restructuring process. The Debtor is seeking permission to, among other things, use existing cash management system, pay employee obligations and prohibit utility companies from discontinuing services. The Debtor also filed a motion seeking entry of an order scheduling a combined hearing hearing on Jan. 23, 2017, with respect to (i) approval of the Disclosure Statement, (ii) approval of the Debtor's prepetition solicitation of the Plan, and (iii) confirmation of the Plan, with the goal of emerging from the Chapter 11 Case as soon as practicable and, in any case, within the milestones contemplated by the Support Agreement. The Debtor has not sought new postpetition financing based on its assessment that the $52.6 million cash on hand is sufficient to provide for its liquidity needs under a streamlined prepackaged Chapter 11 proceeding. A full-text copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/12_ILLINOIS_Declaration.pdf INFORMATION RESOURCES: Moody's Affirms B2 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Information Resources, Inc.'s B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating, and assigned Ba3 (LGD3) ratings to its new, $900 million, first-lien Term Loan B and $80 million first-lien revolver, and a Caa1 (LGD5) rating to its new, $350 million second-lien term loan. Proceeds from the new term loans will be used to pay down all of IRI's existing, approximately $598 million of term loan debt, pay for transaction fees and expenses, and make a roughly $627 million dividend payment to IRI's shareholders in proportion to their respective ownership interests: New Mountain Partners III, L.P. (81%); Symphony Technology II-A, L.P. (15%); and certain members of the Issuer's management team. Upon the transaction's closing, expected this month, Moody's will withdraw the ratings of IRI's existing revolver and Term Loan B. The ratings outlook is stable. Assignments: Issuer: Information Resources, Inc. -- Senior secured first-lien term loan B, revolving credit facility, due 2023, 2021, Assigned Ba3 (LGD3) -- Senior secured second-lien term loan, due 2024, Assigned Caa1 (LGD5) Affirmations: -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 RATINGS RATIONALE IRI's B2 CFR primarily reflects very high pro-forma debt-to-EBITDA leverage (including Moody's standard adjustments, mainly a $39 million addition to debt for capitalized leases), which, depending on the degree of EBITDA adjustments allowed, would range from between 7.0 and 8.0 times. Pro-forma leverage represents nearly a doubling of financial leverage from IRI's recent levels, which had been improving steadily over the past few years to a range more in keeping with a higher CFR. Given IRI's mid-single-digit-percentage revenue growth and modest improvement in profitability, Moody's expects the company, in order to retain its rating, to delever within a year to near or below 6.5 times, a more appropriate level for the B2 CFR. Moody's believes that in addition to IRI's employing high leverage, the company's use of debt to fund a very large distribution to shareholders underscores aggressive financial policies. It is Moody's view that, since a $627 million dividend represents a recoupment of well over one hundred percent of the PE investors' original 2011 investment, the sponsors may be less incentivized to employ conservative financial policies in their ongoing stewardship of IRI. As such, more distributions cannot be ruled out. IRI's ratings continue to be supported by the company's history of having delevered from high levels over the past few years, successfully integrating a major, debt-funded acquisition in 2013, and demonstrating steady improvement in revenues and margins over the period. Moody's expects IRI to generate free cash flow that, as a percentage of debt, will run in the mid-single-digit percentages over the next two years, good for the ratings category. Although IRI competes with the larger Nielsen Holdings N.V. in a duopolistic industry structure, IRI's EBITDA margins, in the low teen percentages on a Moody's-adjusted basis over the last few years, are relatively modest. The company's market position is supported by high switching costs for customers, as well as significant barriers to entry for new competitors, including IRI's technology infrastructure, dictionary of CPG products sold, historical product data, and long-term relationships and contracts with its customers. Moody's recognizes the stability afforded by the largely recurring nature of IRI's $1 billion revenue base, and notes the company's forays into new retail, technology, and media customer verticals -- which may not only provide higher growth revenue sources, but which also serve to distinguish IRI from Nielsen. The stable outlook reflects Moody's expectation for marked deleveraging over the next year to eighteen months, and mid-single-digit-percentage constant-currency revenue growth over the next year, although the impact of foreign currency translations could temper reported revenue. With most integration and data-center-migration expenses behind it, IRI should continue to see its EBITDA margin improve, approaching mid-teen percentages (for the LTM September 2016 period, the margin was just above 13%). The outlook is also supported by the stable, duopolistic structure of IRI's market. Moody's views IRI's liquidity as good, with expected free cash flow around $60 million in 2017, or 5% of total debt. IRI's cash balance had been building over the last several quarters (to $71 million as of September 30, 2016), but some of that cash will be used in the proposed dividend recapitalization. Meanwhile, the new, $80 million revolver is expected to remain largely undrawn. Scheduled annual amortization under the $900 million term loan, which matures in late 2023, is $9 million. The ratings could be upgraded if the company demonstrates significant top line growth and commitment to sustaining debt-to-EBITDA and free-cash-flow-to-debt below 5.0 times and above 5%, respectively. Given the continued, majority private equity ownership and the prior leveraging acquisition, the risk of additional leveraging transactions is considered elevated. The ratings could be downgraded if revenue fails to grow, liquidity deteriorates, or profitability weakens such that Moody's expects debt-to-EBITDA will not return to below 6.5 times over the next twelve to eighteen months, or if free-cash-flow-to-debt approaches low-single-digit percentages. Information Resources, Inc. ("IRI") provides market measurement data and related services to consumer packaged goods and health care manufacturers in North America, Western Europe, Australia, New Zealand, and parts of Southeast Asia. IRI is majority-owned by affiliates of New Mountain Capital. Moody's expects the company to generate 2016 revenues of approximately $1,030 million, a 5% improvement over 2015. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. INGRAM MICRO: Moody's Cuts Senior Unsecured Debt Ratings to Ba1 --------------------------------------------------------------- Moody's Investors Service has downgraded Ingram Micro Inc.'s senior unsecured debt ratings to Ba1 from Baa3, upon the announcement that Tianjin Tianhai Investment Company, Ltd. ("TTIC"), a subsidiary of HNA Group ("HNA"), closed its acquisition of Ingram Micro. As part of the rating action, Moody's assigned Ingram Micro a Ba1 corporate family rating (CFR) and a Ba1-PD probability of default rating. The outlook is stable. The rating action concludes the review for downgrade, initiated on February 18, 2016 following the acquisition announcement. The company's existing $1.1 billion in senior unsecured notes will remain outstanding if holders do not tender the notes to the company under the change of control provisions. Moody's also expects Ingram Micro to maintain all its committed financing and credit facilities, under substantially the existing terms. It is Moody's understanding that despite not being subject to public filing requirements going forward, Ingram Micro will continue to provide requisite financial statements. RATINGS RATIONALE Ingram Micro's Ba1 CFR reflects the company's market position as the world's largest broadline technology distributor by revenue. Characteristic of IT distributors, Ingram Micro's low margin business necessitates maintaining a conservative financial policy, very strong liquidity and low adjusted debt to EBITDA leverage around 2.0 times, in order to fund necessary investments for growth and to maintain favorable commercial terms with the largest IT vendors. Over the next 12 to 18 months, Moody's does not expects any material change in Ingram's conservative financial policies. As of October 1, 2016, adjusted to debt to EBITDA leverage was about 2.2 times. However, the lack of visibility as to the financial position, performance and financial policies of HNA and TTIC, and the uncertainties about Ingram Micro's financial policies over a longer term, are more consistent with a speculative grade profile. The TTIC acquisition debt is placed at a holding company several layers above Ingram Micro, with no recourse to the rated entity, and Ingram Micro has amended its credit facilities and bond indentures to provide extra measures to restrict the flow of funds to the ultimate parent. The new terms include limiting upstream dividends to at most, 50% of the company's net income. However, there is a possibility that in the future, Ingram Micro's financial resources may be tapped to a greater extent to aid its new owners. The ratings for the senior unsecured notes (Ba1, LGD4) reflect the overall probability of default of the company, as reflected in the PDR of Ba1-PD, and the expectation for average family recovery in a default scenario. Moody's notes that consistent with the nature of its business, Ingram Micro has large accounts payable balances relative to funded debt, with a significant portion of the payables obligations at foreign subsidiaries. Although these foreign obligations may be deemed more senior than the general unsecured obligations at Ingram Micro, given the potential for significant changes in accounts payable balances, Moody's ranks all payables obligations on a ratable unsecured basis. Moody's assessment of the ranking of foreign trade payables relative to unsecured debt could change if there is a deterioration in the company's financial profile. Liquidity is expected to remain very strong, with cash balances expected to run above $600 million (cash levels were about $680 million as of October 1, 2016). The company had full availability under the $1.5 billion unsecured revolving credit facility maturing January 2020. Ingram Micro can also borrow around $915 million under its various multi-year revolving A/R backed financing facilities, which were nearly fully available at October 1, 2016. Moody's expects Ingram Micro to retain substantial headroom relative to maintenance covenants in the revolving credit facility over the next year. The stable rating outlook reflects Moody's expectation that Ingram Micro will maintain its strong competitive positions across the globe, while maintaining conservative financial policies and strong liquidity. Given the uncertainties surrounding the financial profile of its ultimate owners, a rating upgrade is unlikely in the near term. However, if the ownership/governance structure is modified in such a manner that Moody's believes that the likelihood of a change in financial policies becomes remote, an upgrade is possible. Ratings could be downgraded if the company adopts more aggressive financial policies. Ratings would also be under downward pressure if intense competition from distributors and vendors/OEMs cause market share losses, pricing challenges and substantial margin erosion as well as a significant decline in free cash flow and internal liquidity. Additionally, if adjusted debt to EBITDA rises above 3.5 times on a sustained basis, the ratings could be lowered. Rating actions: Issuer: Ingram Micro Inc. -- Outlook: Stable -- Corporate Family Rating -- Assigned Ba1 -- Probability of Default Rating -- Assigned Ba1-PD Issuer: Ingram Micro Inc. - Pre-Acquisition -- Senior Unsecured Debt -- Downgraded to Ba1 (LGD4) from Baa3 Under Review for Downgrade Ingram Micro is the largest global information technology (IT) wholesale distributor (by revenue) providing sales, marketing, and supply chain solutions. The company offers various IT products, including peripherals, systems, networking, software, logistics, data capture, point-of-sale, and high-end home technology products, mostly focused on the small and medium size business market. On December 5, 2016, Tianjin Tianhai, a subsidiary of HNA Group, acquired Ingram Micro. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. INTEGRITY MILLWORK: U.S. Trustee Forms 3-Member Committee --------------------------------------------------------- Acting U.S. Trustee Daniel J. Casamatta on Dec. 8, 2016, appointed three creditors of Integrity Millwork, Inc., and The Millwork Shoppe Inc. to serve on the official committee of unsecured creditors. The committee members are: (1) Big Blue, Inc., dba America Building Products Jennifer L. Brooks 7310 Algoa Road Jefferson City, MO 65101-4530 Tel: (573) 634-5433 Fax: (573) 634-5606 E-mail: jbrooks@abpinc.net (2) Creative Associates Inc. Mike Boatright 691 S.W. Highway 60 Billings, MO 65610 Tel: (417) 744-4301 Fax: (417) 744-2939 E-mail: Creative.mike@sbcglobal.net (3) Mid-Am Building Supply, Inc. Jon Rakers, CFO 1615 Omar Bradley Drive Moberly, MO 65270 Tel: (660) 269-7019 Fax: (660) 263-6829 E-mail: Jon.rakers@midambuilding.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Integrity Millwork Integrity Millwork, Inc. and The Millwork Shoppe Inc. manufacture and sell residential and commercial cabinetry, moulding and trim, and operate their business from a leased space located at 2115 N. Sports Complex Lane, Nixa, Missouri. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Mo. Case Nos. 16-61061 and 16-61064) on Oct. 27, 2016. David E. Schroeder, Esq., at David Schroeder Law Office, P.C., serves as the Debtors' bankruptcy counsel. At the time of the filing, Integrity Millwork estimated assets of less than $100,000 and liabilities of less than $1 million. Millwork Shoppe estimated assets and liabilities of less than $1 million. IRELAND NEEDLECRAFT: Cash Collateral Use on Final Basis OK ---------------------------------------------------------- Judge Maureen A. Tighe of U.S. Bankruptcy Court for the Central District of California authorized Ireland Needlecraft, Inc., d/b/a H&S Bicycles, to use cash collateral on a final basis, from November 5, 2016 through plan confirmation in the ordinary course of business. Secured Creditors Cycling Sports Group, Inc. and Giant Bicycles, Inc. assert interests in the Debtor's cash collateral. The Debtor related that it had reached a global agreement with Cycling Sports Group concerning various issues, including the use of cash collateral. The Debtor further related that as part of the global agreement, the parties will be bringing a separate motion by which Cycling Sports Group will provide a line of credit to the Debtor to obtain additional bicycles. The Secured Creditors were granted replacement liens in all the Debtor's post-petition assets, other than avoidance power actions and recoveries. As further adequate protection for Cycling Sports Group against the diminution in value of its prepetition collateral, the Judge Tighe ordered, among others, that: (a) As to those bicycles which the Debtor acquired from CSG prepetition and for which the Debtor has not already paid Cycling Sports Group the wholesale cost and upon the sale or transfer of such bicycles, the Debtor shall remit to Cycling Sports Group 70% of the wholesale price from each Unpaid Prepetition CSG Bicycle. (b) Cycling Sports Group will receive a first-priority replacement lien on any and all CSG bicycles acquired by the Debtor after the Petition Date. (c) The Debtor will return to Cycling Sports Group all boxed Model Year 2016 and 2017 bicycles and such additional bicycles as will be specified on a list that the parties will separately submit to the Court. Cycling Sports Group will provide a dollar for dollar credit for all returned bicycle product at the Debtor’s wholesale cost. (d) Cycling Sports Group holds a valid, perfected, first-priority security interest in all of the bicycles that it sold to the Debtor prior to the Petition Date, and will acknowledge the remaining amount of Cycling Sports Group’s claim after the Redeemed CSG Bicycles have been returned to Cycling Sports Group. (e) Cycling Sports Group will have the right to collect contractual interest and to reasonable attorneys’ fees up to the value of its prepetition collateral. A full-text copy of the Order, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/IrelandNeedlecraft2016_116bk12518mt_101.pdf About Ireland Needlecraft, Inc. Ireland Needlecraft, Inc., operates two retail bicycle stores in Granada Hills and in Burbank, California. It also sells bicycles and related products online. Ireland Needlecraft filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-12518) on Aug. 29, 2016. The petition was signed by Robert Stotts, Jr., vice president. The case is assigned to Judge Maureen Tighe. The Debtor estimated assets at $500,001 to $1 million and liabilities at $1 million to $10 million at the time of the filing. No examiner or trustee has been appointed, and no official committee of creditors has been established. The Debtor is represented by Steven R. Fox, Esq., at the Law Offices of Steven R. Fox. ITUS CORPORATION: Announces Cancer Patient Efficacy Study Results ----------------------------------------------------------------- ITUS Corporation announced preliminary results from its CchekO cancer patient efficacy study. Using its most recent protocols and methods for measuring a patient's immunological response to a malignancy, the Company achieved Sensitivity of 92% and Specificity of 92% for 88 patient samples, including 54 samples from patients with multiple types and severities of cancer, and 34 healthy patients. During the initial phase of the study, which involved multiple experimental protocols and techniques for measuring immunological responses, the Company reviewed and analyzed data from a total of 315 patient samples, including 228 patients with varying stages of cancer, as well as blood samples from 87 healthy donors. Patient samples representing 14 different types of cancer including Breast Cancer, Lung Cancer, Colon Cancer, Melanoma, Ovarian Cancer, Liver Cancer, Thyroid Cancer, Pancreatic Cancer, Appendiceal Cancer (cancer of the appendix), Uterine Cancer, Osteosarcoma (cancer of the bone), Leiomyosarcoma (cancer of the soft tissue), Liposarcoma (cancer of the connective tissue), and Vulvar Cancer (cancer of the Vulva) were included in the study. The study included samples from patients with early and late stage, biopsy-verified, drug-naive (before therapy) tumors, as well as biopsy-verified, refractory (unresponsive to attempted chemotherapy) tumors. Sensitivity and specificity are scientific measurements commonly used to determine the accuracy of a diagnostic test, where sensitivity measures how good a test is at identifying people with a particular disease, and specificity measures how good a test is at identifying people without the disease. Although published results vary widely, established diagnostic tests such as Low Dose Computed Tomography (LDCT), which is used to screen for Lung Cancer, has sensitivity of approximately 93% and specificity of approximately 73%; the Prostate Specific Antigen test, which is used to screen for prostate cancer, has sensitivity of approximately 21% and specificity of approximately 91%; and Mammography, used to screen for breast cancer and considered to be the "gold standard" for breast cancer screening, has reported sensitivity as low as 68% and specificity as low as 75%. As these results indicate, current diagnostic testing is hampered by low sensitivity, low specificity, or both, meaning that the tests miss a substantial portion of the cancers they are supposed to detect, or misdiagnose a large number of healthy patients as having cancer. There is currently no inexpensive, non-invasive diagnostic test that excels in both sensitivity and specificity. These preliminary results, while extremely promising, will have to be confirmed in blinded clinical studies of sufficient size, and benign conditions will have to be evaluated, before we can seek marketing approval for Cchek from the FDA. Initial samples in the study were tested utilizing immunostaining and fluorescent microscopic imaging. While results were promising, subjectivity in interpreting the imaging results together with labor-intensive and time-consuming sample processing hampered the commercial viability of this approach. Subsequently, patient samples were analyzed using flow cytometry, enabling more efficient processing and analysis. In addition, ITUS is developing a software application using a proprietary neural network, which currently relies on up to 13 quantitative parameters to analyze test results. This approach, which is highly data-intensive and requires substantial computer processing power to develop, results in a test which can be performed on a desktop computer. An initial version of our unique neural network, which was trained to distinguish between the immunological responses of cancer patients and healthy patients, was responsible for the sensitivity and specificity results reported above. The Company will continue to improve its protocols, continue to upgrade its neural network software by increasing the number of patient samples used to train the software and expanding the range of markers, increasing the data resolution, and enhancing the architecture of the software, which may enable better results. ITUS's approach to identifying the presence of cancer is to monitor subtle changes in blood which are indicative of immune function. During tumor growth, there is a dramatic increase in the number and types of immune cells within the tumor microenvironment (TME). The study of the functions of these immune cells in the TME, and the ability to modify these functions has given rise to the breakthrough immunotherapy drugs that are starting to appear on the market. ITUS's CchekO diagnostic platform focuses on a subset of these cells that seem to appear at the earliest formation of a tumor, and which spill into the vasculature from the TME. By using proprietary protocols and fluorescently labeled antibodies, CchekO sorts and counts the rare and specific cells. Multiparametric analysis of the cells is conducted using the noted neural network software application. ITUS has been successful in corroborating diagnoses for 14 different types of cancer, and in accurately distinguishing the blood of cancer patients from the blood of heathy individuals. A substantial portion of the samples in the study came from biopsy verified breast cancer patients. In the U.S., approximately 40 million women receive screening mammograms each year. Studies indicate that: for most women, mammograms miss approximately 20% of breast cancers; for women with dense breasts, which account for 40% to 50% of all women, mammograms miss as much as 50% of breast cancers; approximately 11% of all women receiving mammograms are called back for what are known as "false positives," requiring additional confirmatory testing which can be invasive and painful; and on average, only 1 out of 20 women called back for follow-on testing ends up having breast cancer. Based upon the Company's preliminary results, as a confirmatory diagnostic test for breast cancer, CchekO has the potential to significantly reduce the need for invasive follow-on procedures such as needle biopsies, and could also be used to detect cancers missed by conventional mammograms, including for women with dense breast tissue. While we have not yet studied the impact of dense breast tissue on CchekÔ results, because CchekO measures the immunological response to cancer and does not rely on imaging, the Company expects that if CchekÔ was developed and commercialized as a confirmatory diagnostic test for breast cancer, it would be much better at detecting breast cancer in women with dense breasts than a conventional mammogram. The Company has not yet determined whether CchekÔ will initially be directed at cancer screening or confirmatory diagnostic testing, and for which type or types of cancer. The Company will make those decisions after further development and testing, and prior to seeking initial regulatory approval. The Company expects to eventually use CchekO as a platform to launch multiple tests across multiple markets. ITUS has submitted its data for presentation at upcoming scientific meetings, and will eventually submit its data for publication. Next steps include continuing to process additional patient samples, testing additional types of cancers, evaluating benign conditions, conducting double-blinded testing and preparing for constructive discussions with the US Food and Drug Administration regarding the most efficient regulatory approval path. About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corporation reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. As of Oct. 31, 2016, ITUS had $5.62 million in total assets, $4.64 million in total liabilities and $987,475 in total shareholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ITUS CORPORATION: Incurs $5.01 Million Net Loss in Fiscal 2016 -------------------------------------------------------------- ITUS Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. As of Oct. 31, 2016, ITUS had $5.62 million in total assets, $4.64 million in total liabilities and $987,475 in total shareholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/bDJRd7 About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. J TASTE: Unsecured Tax Claimholders To Get $16,390.47 Plus 4.25% ---------------------------------------------------------------- Objections to the approval of the Disclosure Statement or to the confirmation of the First Amended Plan of Reorganization filed by J-Taste, Inc., must be filed by December 21, 2016, unless the period to object is extended by the Court, according to the Debtor's amended disclosure statement filed with the U.S. Bankruptcy Court for the District of Puerto Rico on Nov. 21, 2016. Class 1 General Priority Unsecured Claims -- totaling $14,057.58 -- will be paid in full plus 4.25% interest in 60 monthly installments of $260.49 each, commencing on the effective date of the Plan. This class is composed of claims filed by SIF, the Treasury Department, the Internal Revenue Service, and the Department of Labor. Class 2 General Priority Unsecured Claims -- totaling $245,305.85 -- will be paid in full plus 4.25% interest in 59 monthly installments of $3,155.68 each and a final payment of $80,000.00, commencing on the effective date of the Plan. Class 3 General Unsecured Tax Claims -- totaling $117,074.78 -- will recover 14%. The Debtor is expected to pay $16,390.47 in principal, plus 4.25% interest in 60 monthly installments of $303.72 each, commencing on the effective date of the Plan. Class 4 General Unsecured Claims -- totaling $32,886.29 -- will recover 14%. The Debtor expects to pay $4,604.08 in principal, plus 4.25% interest in 60 monthly installments of $85.31 each, commencing on the effective date of the Plan. Payments and distributions under the plan will be funded by the Debtor's operations. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/prb15-10243-81.pdf As reported by the Troubled Company Reporter on Nov. 25, 2016, the Debtor filed with the Court an amended disclosure statement and plan of reorganization, dated Oct. 25, 2016. According to that disclosure statement, holders of Class 1 General Priority Unsecured Class are SIF Claim POC-6 with a claim of $8,090 and the Treasury Department Claim POC-8 with a claim of $2,690. Class 1 holders will be paid in full plus 4.25% interest in 60 monthly installments of $200 each,commencing on the effective date of the Plan. About J-Taste J-Taste, Inc., is a corporation, duly registered and authorized to do business in the Commonwealth of Puerto Rico. The company is engaged in the business of oriental cuisine (restaurant). It was incorporated on Nov. 30, 2007, in order to operate an oriental restaurant in Old San Juan. It operates its business out of a leased property at 307 Recinto Sur Street, Old San Juan. J Taste Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 15-10243). The Debtors are represented by Hector Eduardo Pedrosa-Luna, Esq., in San Juan, Puerto Rico. JACK GRANT: BoNY To Get $3,293 Monthly for 30 Years at 4.4% ----------------------------------------------------------- Jack Harry Grant filed with the U.S. Bankruptcy Court for the Western District of Washington for Seattle an amended disclosure statement for the Debtor's Chapter 11 plan dated Nov. 21 2016. Class B, which consists of the secured prepetition claim of The Bank of New York Mellon, fka The Bank of New York As Trustee for First Horizon Mortgage Pass-Through Trust 2005-1, in the amount of $1,079,786.87 as of the filing date, secured by a first deed of trust on the Debtor's rental property located at 4630 Drayton Harbor Road, Blaine, Washington 98230, is impaired under the Plan. The secured Claim of BNY, which is secured against the 4630 Drayton Harbor Road Property will be valued at $650,000 as of the Effective Date of the Plan. If BoNY disputes the value of the collateral, it must timely file an objection to confirmation, or the value stated by the Debtor will be determined to be the value of the collateral. The balance of the claim (the unsecured deficiency portion of $429,786.87) will be treated for all purposes as an unsecured Class H claim. BoNY will retain its lien on the property until the secured Claim is paid in full. The terms of the Note and Deed of Trust will remain the same except (1) value of claim, (2) annual interest rate, and (3) maturity date. The secured portion of the claim will be paid in 360 monthly payments of $3,293.45 ($650,000 amortized over 30 years at an interest rate of 4.50% per annum), plus an escrow deposit for taxes and insurance as provided for in the existing loan documents. The Disclosure Statement is available at: http://bankrupt.com/misc/wawb16-13921.pdf As reported by the Troubled Company Reporter on Oct. 25, 2016, the Debtor filed with the Court a plan and accompanying disclosure statement, which proposed that all general unsecured creditors would be paid, pro rata, a total of $27,165, in 60 equal monthly installments with the first installment of $452.76 to be paid on the first of the monthly following the Effective Date. Funds for implementation of the Plan will be derived from the Debtor's rental income and law practices located in the U.S. and Canada. The Debtor's current total net monthly income is estimated to be $9,281.89, which represents a net income from the vacation rental and two law practices. 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. JEVIC HOLDING: Supreme Court Begins Hearing on Drivers' Appeal -------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reported that the use of so-called structured dismissals to end Chapter 11 cases came under U.S. Supreme Court scrutiny on Dec. 7, as a group of truck drivers left out of a settlement benefiting more-junior creditors argued that a bankruptcy court impermissibly distributed bankruptcy estate assets in violation of creditor priority. The appeal was brought on behalf of employees of Jevic Holding Corp. The workers are seeking to overturn lower court rulings that permitted the company to sidestep a multimillion-dollar liability. As reported by the Troubled Company Reporter, the Petitioners, in November last year, filed a petition for a writ of certiorari presenting the question: Whether a bankruptcy court may authorize the distribution of settlement proceeds in a manner that violates the statutory priority scheme. The Petitioners' question is based on their argument that Section 507 of the Bankruptcy Code grants payment priority to some unsecured claims, including claims for certain wages and employee benefits earned before the bankruptcy filing. That priority claims must be paid in full before other unsecured claims may be paid from estate assets, the Petitioners said. The debtor, Jevic, agreed to settle a cause of action belonging to the estate. Rather than distributing the settlement proceeds under a confirmed plan of reorganization, the debtor then sought a "structured dismissal" of the bankruptcy case. The dismissal order provided that the settlement proceeds would be paid to general unsecured creditors, rather than to petitioners, former employees of the debtor whose claims have priority over those of general unsecured creditors under Section 507(a)(4) and (5). The case is captioned CASIMIR CZYZEWSKI, et al., v. Petitioners, JEVIC HOLDING CORP., et al., Respondents, No. 15-649 (U.S.). The Petitioners are represented by: Jack A. Raisner, Esq. Rene S. Roupinian, Esq. Robert N. Fisher, Esq. OUTTEN & GOLDEN LLP 685 Third Ave., 25th Fl. New York, NY 10017 -- and -- Christopher D. Loizides, Esq. LOIZIDES P.A. 1225 King St., Ste. 800 Wilmington, DE 19801 -- and -- Danielle Spinelli, Esq. Craig Goldblatt, Esq. Joel Millar, Esq. JONATHAN SEYMOUR WILMER CUTLER PICKERING HALE AND DORR LLP 1875 PennsylvaniaAve.,NW Washington, DC 20006 Tel: (202) 663-6000 E-mail: danielle.spinelli@wilmerhale.com About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties-- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represented the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. At Oct. 31, 2010, the Debtor had total assets of $425,000, total liabilities of $12.2 million, and a stockholders' deficit of $11.8 million. JOEL G. SOLIS: IRS To Be Paid in Full Over 7 Years at 3% -------------------------------------------------------- Joel G. Solis filed with the U.S. Bankruptcy Court for the Western District of Texas a disclosure statement referring to the Debtor's plan of reorganization. The Plan proposes to pay, starting on the Effective Date, the mortgage on the Debtor's lake lodge in full over a period of 20 years if not sold sooner, to pay the tax claim and the claim held by the Texas the Comptroller of Public Accounts in seven years. It further proposes to have his companies pay the claims which he has guaranteed. Unsecured claims are impaired under the Plan. Class 7 - Priority Unsecured Claim Held by the Internal Revenue Service is estimated at $3,422.19. The claim will be paid by the Debtor in full. Starting on the Effective Date, the Debtor will make regular monthly payments over a period of seven years at 3% interest in the amount of $63 per month. The holder of the Class 7 claim is impaired. Class 8 - Priority Unsecured Claim Held by the Midland County Taxing Authority is estimated at $22,032.92. It is comprised of the priority unsecured claim held by Midland County. The claim will be paid by the Debtor in full. Starting on the Effective Date, the Debtor will make regular monthly payments over a period of seven years at 12% interest in the amount of $389 per month. The holder of the Class 8 claim is impaired. Class 9 - Priority Unsecured Claim Held by the Comptroller of Public Accounts is estimated at $82,512.17. It is comprised of the priority unsecured claim held by the Comptroller of Public Accounts. The Debtor estimates the equipment is worth more than the claims against it. The claim will be paid by the Debtor in full. Starting on the Effective Date, the Debtor will make regular monthly payments over a period of ten years at 5.25% interest in the amount of $917 per month. The holder of the Class 9 claim is impaired. Starting on the Effective Date, the owner of the company will continue to operate the Debtor company in the ordinary course of business and will use the proceeds to fund the claims held against the Debtor. The Disclosure Statement is available at: http://bankrupt.com/misc/txwb-16-700093-38.pdf The Plan was filed by the Debtor's counsel: Jesse Blanco, Esq. 7406 Garden Grove San Antonio, Texas 78250 Tel: (713) 320-3732 Fax: (210) 448-7756 E-mail: lawyerjblanco@gmail.com Based in n Midland, Texas, Joel G. Solis owns a number of companies providing various services to oil companies in the Permian Basin and has guaranteed several of the claims held against those companies. He also is the owner of a lake lodge that was subject to a notice of intent to foreclose. The mortgage on the lake lodge is in the amount of approximately $251,000 against a value of over $650,000. The Debtor owes the IRS approximately $690,000 in taxes. The Debtor has no debt on his homestead. The guarantees exceed $21,700,000. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 16-70093) on June 6, 2016. Jesse Blanco Jr., Esq., serves as the Debtor's bankruptcy counsel. KEY ENERGY: Bankruptcy Court Confirms Plan of Reorganization ------------------------------------------------------------ On October 24, 2016, Key Energy Services, Inc., and certain of its domestic subsidiaries (collectively, the "Filing Subsidiaries" and, together with the Company, the "Debtors") filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), pursuant to the terms of a plan support agreement, dated August 24, 2016, by and among the Debtors and certain of their lenders and noteholders, that contemplates the reorganization of the Debtors pursuant to a prepackaged plan of reorganization (the "Plan"). The Debtors have obtained joint administration of their chapter 11 cases under the caption In re: Key Energy Services, Inc, et al., Case No. 16-12306. The subsidiary Debtors in these chapter 11 cases are Misr Key Energy Investments, LLC, Key Energy Services, LLC, and Misr Key Energy Services, LLC. On December 6, 2016, the Plan was confirmed by the Bankruptcy Court. This confirmation, which comes less than two months after the Debtors filed for bankruptcy protection under Chapter 11 of the Bankruptcy Code, provides for Key to emerge from bankruptcy, likely by the end of December. Robert Drummond, Key's President and Chief Executive Officer, commented, "The confirmation of our Plan is a critical milestone in the process to position Key to emerge from bankruptcy in short-order to take advantage of a recovering U.S. oil and gas market. The brevity and success thus far of our reorganization process would not have been possible without the strong support of Key's creditors and is a testament to Key's prospects for long-term value creation." Key's restructuring will reduce the company's debt by approximately $725 million upon emergence. Key expects to exit bankruptcy with at least $80 million in cash on the balance sheet. With strong support from all creditors entitled to vote on the Plan, Key will emerge from bankruptcy with a shareholder base composed of strong institutional investors, including Platinum Equity as the largest holder, and a significantly de-levered capital structure that will position the company to focus on the opportunities unfolding as commodity prices recover. The confirmed Plan requires no material changes in the ordinary course of business to Key's wages and salaries, benefits, vendors or trade creditors. Upon emergence, Key will remain a publicly traded company and Key will begin the process of re-listing on a major exchange. "Key's restructuring will not change our fundamental operating strategy," Mr. Drummond said. "With an unwavering commitment to our customers, we will continue to improve safety, efficiency and operational flexibility. We continue to reduce costs across the organization and will take additional steps, as needed, to achieve profitability as activity improves while continuing to deliver the superior services our customers have come to expect from Key. In addition, we anticipate that through our relationship with Platinum Equity and our de-levered capital structure, we will be uniquely positioned to make investments in Key's business that will help enable profitable growth and to create value for all of our stakeholders." Platinum Equity Partner Jacob Kotzubei said he is pleased that Key Energy successfully received confirmation of its Plan. "This is another important step in Key's proposed restructuring that will allow the company to emerge as a stable, well-capitalized business," said Mr. Kotzubei. "We believe Key is poised for significant growth as the market recovers, and we are excited about the opportunities ahead." 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%. KUBCO DECANTER: Sale Procedures for Assets Approved --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved Kubco Decanter Services, Inc.'s proposed sale procedures in connection with the sale of substantially all assets at an auction. The form of Asset Purchase Agreement and the Expense Reimbursement are granted. Within 3 business days following the entry of an Order approving the Motion, the Debtor will serve a notice of the proposed sale containing the date of the Auction and Sale Hearing to all interested parties. Only Qualified Bidders may participate in the bidding process. To become a Qualified Bidder, on Jan. 17, 2017 at 5:00 p.m. (CT), a potential bidder must (i) deposit with the Debtor the sum of $15,000 which deposit will be nonrefundable unless such Qualified Bidder is not the highest and best offer as determined by the Court; (ii) submit to the Debtor an unqualified and binding cash bid of at least $600,000, plus the assumption of assumed liabilities, along with an executed written agreement substantially in the form of the Asset Purchase Agreement ("Qualified Bids"); and (iii) provide financial and other information to the Debtor that allow them to make a reasonable determination as to such bidder's ability to consummate a sale as contemplated. The first bid received by the Debtor exceeding $600,000, will be deemed to be a Qualified Bidder and a party in interest for all purposes. Such first bidder will be deemed the "Stalking Horse" bidder. If no other Qualified Bidders are identified, the Asset Purchase Agreement between the Debtor and first bidder will be deemed the Highest and Best Bid. The Debtor will be responsible for conducting the bid, auction, and sale processes. On Oct. 11, 2016 at 5:00 p.m. (CT), the Debtor will file a notice with the Court identifying all Qualified Bidders and attaching copies of all bids that were timely received. The Debtor will serve a copy of the notice and the corresponding bids on all Qualified Bidders by electronic mail. Amegy Bank of Texas is the only known creditor with a perfected security interest in the assets being sold pursuant to the APA. Amegy Bank, at its sole election, will be allowed to credit bid up to the balance owed to Amegy on the date of the Court Order determining the highest and best bid. If one or more timely Qualified Bids are received, an open auction for the Purchased Assets will be conducted on Jan. 18, 2017, commencing at 2:00 p.m. (CT) in Courtroom 600, Bob Casey Federal Courthouse, 515 Rusk, Houston, Texas. Only Qualified Bidders may participate in the auction. All Qualified Bidders, or their authorized representatives, must be physically present at the auction. At the commencement of the auction, the Debtor will announce the bidding order, which will be based on: (i) the amount of the Qualified Bidder's bid (from low to high); and (ii) if Qualified Bids are identical, the time the Qualified Bids were delivered to the Debtor (the first such received identical bid going first in the auction); provided, however, that the Stalking Horse bidder will bid last in any bidding round in which it participates. Minimum overbid increments at the auction will be in the amount of not less than $25,000. At the conclusion of the auction, the Debtor will announce the highest and best Qualified Bid ("Highest and Best Bid") and the next highest and best Qualified Bid ("Back-Up Bid"). The Debtor will seek approval of the Highest and Best Bid at the Sale Hearing. If for any reason, the Qualified Bidder submitting the Highest and Best Bid fails to timely consummate the purchase of the Purchased Assets, the Debtor may seek to consummate a sale based on the Back-Up Bid without further approval by the Court. The Back-Up Bid and the obligation of the party submitting such bid to consummate the purchase of the Purchased Assets shall remain open and in full force until the close of a sale of the Purchased Assets to the party making the Highest and Best Bid or the party making the Back-Up Bid. The Court will conduct a hearing on Jan. 18, 2017 at 2:00 p.m. to confirm the sale to the Highest and Best Bidder. If for any reason the Highest and Best Bidder fails to close the sale, the Debtor may seek to consummate a sale based on the Back-Up Bid without further order of the Court. Within two business days after the conclusion of the auction, the Debtor will return by check the full amount of the Alternative Buyer's Deposit submitted by each party that is not selected as submitting the Highest and Best Bid or the Back-Up Bid. If the sale of the Purchased Assets is consummated with the party submitting the Highest and Best Bid, the Alternative Buyer's Deposit of the party that is declared the Back-Up Bid will be returned by check transfer within 2 business days after the closing of the sale to the party submitting the Highest and Best Bid. In the event that closing does not occur by the date specified by the Back-Up Bidder in its bid, it shall be entitled (at its option) to return of its deposit, in which case it will no longer have the status of Back-Up Bidder. If the Stalking Horse bid is neither the Highest and Best Bid nor the Back-Up Bid, then its deposit will be returned within 24 hours of the conclusion of the auction. The Order will be effective and enforceable immediately upon entry. About Kubco Decanter Services Kubco Decanter Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34581) on Sept. 9, 2016. The petition was signed by Russel O'Brien, vice-president. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Peter Johnson, Esq., at the Law Offices of Peter Johnson of Houston, TX. At the time of filing, the Debtor disclosed $1.26 million in total assets and $1.63 million in total liabilities. LA PALOMA GENERATING: Ch.11 Filing Caught Creditors by Surprise --------------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reported that major creditors of La Paloma Generating Co. LLC told the Delaware bankruptcy court on Dec. 8 they were surprised by the Company's Chapter 11 filing, with some learning about it in the press without having discussions with the Debtor beforehand. During a hearing in Wilmington, J. Christopher Shore of White & Case LLP, attorney for first-lien creditor Beal Bank USA, said his client learned about the bankruptcy filing in a trade publication and had no prepetition discussions with La Paloma. About La Paloma Generating La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on December 6, 2016. The Hon. Christopher S. Sontchi presides over the cases. The petitions were signed by Niranjan Ravindran, as authorized person. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. LA PALOMA GENERATING: Dec. 19 Meeting Set to Form Creditors' Panel ------------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Dec. 19, 2016, at 10:00 a.m. in the bankruptcy case of La Paloma Generating Company, LLC. The meeting will be held at: Hotel DuPont 42 W. 11th Street King Sullivan Room Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. As reported in the Troubled Company Reporter-Latin America on Nov. 16, 2012, Moody's Investors Services affirmed La Paloma Generating Company, LLC's B2 rating on its 1st lien loan facilities and changed the outlook to negative from stable. LA PALOMA GENERATING: Seeks to Hire Epiq as Claims Agent -------------------------------------------------------- La Paloma Generating Company LLC seeks approval from the U.S. Bankruptcy Court in Delaware to hire Epiq Bankruptcy Solutions, LLC as its official claims and noticing agent. The services to be provided by the firm include overseeing the distribution of notices, and the processing and docketing of proofs of claim filed in the Chapter 11 cases of La Paloma and its affiliates. The firm's professionals and their hourly rates are: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VPs $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Kate Mailloux, senior director with Epiq, disclosed in a court filing that the firm and its employees are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kate Mailloux Epiq Bankruptcy Solutions, LLC 777 Third Avenue, 12th Floor, New York, NY 10017 Tel: +1 212 225 9200 About La Paloma Generating Company La Paloma Generating Company LLC and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on December 6, 2016. The petitions were signed by Niranjan Ravindran, authorized person. The cases are assigned to Judge Christopher S. Sontchi. O'Melveny & Myers LLP serves as the Debtors' general counsel; Richards, Layton & Finger, P.A. as local counsel; and Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel. The Debtors hired Jefferies LLC as their financial advisor & investment banker. At the time of the filing, the Debtors estimated their assets at $100 million to $500 million and debts at $500 million to $1 billion. LA PALOMA: Seeks Authority to Use SunTrust Bank Cash Collateral --------------------------------------------------------------- La Paloma Generating Company, LLC and its affiliated Debtors seek authorization from the U.S. Bankruptcy Court for the District of Delaware to use the cash collateral of SunTrust Bank. The Debtors want SunTrust to immediately release to the Debtors the funds in the certificate of deposit in the SunTrust Collateral Account in order to pay their near-term obligations to vendors, utilities, taxing authorities, insurers and other parties necessary to operate their business. Substantially all of the Debtors' cash collateral in the SunTrust Collateral Account consists of certificate of deposit, which is not liquid. The Debtors seek to use the portion of the $30 million of cash collateral in the SunTrust Collateral Account that is not necessary to cash collateralize the letters of credit outstanding under the SunTrust L/C Facility. La Paloma Generating Company, LLC entered into the SunTrust L/C Facility, which provides for SunTrust to issue up to $30 million in letters of credit in favor of counterparties or obligees of La Paloma in connection with the operation of the Debtors' generating facility. Pursuant to the SunTrust L/C Facility, those obligations are secured by a first lien on the SunTrust Collateral Account and the Cash Collateral, including all income, earnings, profits, interest, premium or other payments on such Cash Collateral, and the proceeds of any disposition of the Cash Collateral. SunTrust, in its capacity as letter of credit issuer under the SunTrust L/C Facility, is the only holder of perfected liens on the Cash Collateral. The SunTrust L/C Facility permits La Paloma to permanently reduce SunTrust's commitment to issue letters of credit, and requires SunTrust to reimburse La Paloma funds from the SunTrust Collateral Account in an amount equal to such reduction. Under the terms of the SunTrust L/C Facility, the Debtors would be entitled to a refund of Cash Collateral in the amount of $25,950,000. As of the Petition Date, there were approximately $4,050,000 of letters of credit outstanding under the SunTrust L/C Facility, which amount will not meaningfully increase, as the Debtors can no longer request that additional letters of credit be issued under the SunTrust L/C Facility postpetition. The Debtors contend that their bankruptcy filing is, in effect, a permanent reduction of SunTrust's commitment to issue letters of credit to the amount of letters of credit outstanding since the Debtors no longer have the ability to require SunTrust to issue additional letters of credit under the facility. The Debtors contend that the interests of SunTrust in the Cash Collateral will be deemed adequately protected because, among other things, the Cash Collateral exceeds SunTrust's potential exposure under the SunTrust L/C Facility by approximately 640%, and the Debtors propose to keep $4,455,000 of Reserved Cash Collateral -- or approximately 110% of SunTrust's current exposure on outstanding letters of credit, which the Debtors will not use. The Debtors further contend that they are merely seeking access to the excess Cash Collateral that is unnecessary to collateralize SunTrust's letter of credit exposure, which the Debtors would be contractually entitled to recover outside of bankruptcy. The Debtors tell the Court that they have not yet obtained SunTrust's consent to use of the Cash Collateral, but are hopeful that they will be able to obtain such consent promptly, given SunTrust's massively oversecured status and the fact that the Debtors seek to use only Cash Collateral that is not needed to collateralize the Debtors' remaining obligations under the SunTrust L/C Facility. A full-text copy of the Debtor's Motion, dated December 6, 2016, is available at https://is.gd/JSf0Io About La Paloma Generating Company, LLC La Paloma Generating Company, LLC owns a 1,022 MW natural gas-fired, combined cycle generating facility consisting of four identical power blocks, located on an approximately 400-acre site in McKittrick, California. The Facility commenced operation in March 2003 and operates as a merchant facility selling capacity and power into the California Independent System Operator market. CEP La Paloma Operating Company, LLC is the manager of La Paloma and its direct parent and sole member, La Paloma Acquisition Co, LLC. La Paloma Generating Company, LLC and two affiliates -- La Paloma Acquisition Co, LLC and CEP La Paloma Operating Company, LLC -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on December 6, 2016, to facilitate the orderly wind-down of their business operations. The petitions were signed by Niranjan Ravindran, authorized person. The case is assigned to Judge Christopher S. Sontchi. At the time of filing, the Debtors had $100 million to $500 million in estimated assets and $500 million to $1 billion in estimated liabilities. The Debtors' General Counsels are John J. Rapisardi, Esq. and George A. Davis, Esq. at O'Melveny & Myers LLP; their Local Counsels are Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq. at Richards, Layton & Finger, P.A.; and their Conflicts Counsel is Curtis, Mallet-Prevost, Colt & Mosle LLP. Jefferies LLC serves as the Debtors' Financial Advisor and Investment Banker. The Debtors' has also retained Epiq Bankruptcy Solutions as their Claims/Noticing Agent. LIBERTY CABLEVISION: Fitch Assigns 'B+' IDR; Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a Long-Term Foreign Currency Issuer Default Ratings of 'B+' to Liberty Cablevision of Puerto Rico LLC (LCPR). The Rating Outlook is Stable. KEY RATING DRIVERS LCPR's ratings reflect the company's strong business position as the leading pay-TV and broadband services provider in Puerto Rico. The company has extensive network coverage and quality, and strong brand recognition. The ratings also incorporate the company's improved scale and cash flow generation following the acquisition of Choice in 2015, and adequate liquidity. The ratings are tempered by LCPR's high leverage and its lack of service and geographical diversification, making it vulnerable to the weak macroeconomic conditions in Puerto Rico. LCPR is 60% owned by Liberty Global plc (LG) and 40% owned by Searchlight Capital Partners, and is a part of the LiLAC Group (LiLAC), which represents LG's Latin America and Caribbean operations. The company benefits from the strategic oversight by LG and its management expertise, as well as procurement and operating synergies from belonging to a larger operational group. LiLAC operating entities are separately capitalized and managed independently and LG maintains a group leverage target of 4.0x to 5.0x for its subsidiaries. LCPR's leverage level is currently aligned with that target. Fitch forecasts the company to maintain relatively stable leverage based on its operational fundamentals over the medium term, while any potential material improvement in the financial profile could be difficult as any significant deviation from the group's financial target could be limited. LCPR's credit facility and its first-lien term loan are rated same as the company's IDR, given their 'RR4' recovery ratings which represent average recovery prospects in case of default. Based on Fitch's recovery analysis of the company's second lien term loan, Fitch assigned a 'RR6' recovery rating and the issuance rating of 'B-', indicating below average recovery prospects in the event of default, which is two notches lower than the company's IDR. Strong Business Position Fitch expects LCPR's market leadership to remain intact supported by its extensive network coverage and quality. LCPR is the leading pay-TV and broadband services provider in Puerto Rico with market shares of 39% and 53%, respectively. Competitive pressures are high in the broadband and pay-TV segments, and the fixed-voice service continues to suffer from the unfavorable industry trend of mobile-fixed substitution. This trend should continue to limit any material growth in ARPU and operating margins in the short-to-medium term. Positively, Fitch believes that LCPR's competitive advantages should enable the company to maintain its leading market shares. Weak Operating Environment Economic conditions in Puerto Rico continue to be negative for LCPR. The company's lack of geographic diversification exposes it to Puerto Rico's struggling economy, which is undergoing declining population, low GDP per capita, and high unemployment rates. Despite the company's stable performance in recent years, these factors could begin to erode service affordability and negatively affect LCPR's cash flow generation going forward. Fitch forecasts LCPR's revenue growth to be in the low single digits in the short-to- medium term, reflecting the weak macro environment and a high level of market competition. Financial Profile Improvement LCPR's cash flow from operations (CFFO) has grown consistently in recent years due to continued expansion of its subscriber base and the acquisition of Choice. During the LTM ended Sept. 30, 2016, the company generated CFFO of USD141 million, which favourably compares to the 2015 level of USD113 million and USD80 million in 2014. LCPR's improving operational cash flow generation has provided the company with comfortable headroom to cover its capex, averaging approximately USD65 million annually during 2014 and 2015, and positive FCF generation over the last two years. Fitch forecasts this trend to continue over the medium term, with its positive FCF margin in the low-to-mid single digits. Fitch forecasts LCPR's net leverage, measured by total adjusted net debt to operating EBITDAR, to improve to 4.5x by end-2016, from 5.3x at end-2015, reflecting the full year EBITDA contribution from Choice and Fitch's aforementioned cash flow expectations. The company's deleveraging capacity should allow its leverage ratio to gradually improve further to 4.2x by 2018, barring any sizable shareholder distributions, the level that is solidly in line with the current rating level. DERIVATION SUMMARY LCPR's credit weaknesses to its regional peers in the 'BB' rating category are its relatively small scale of operations, lack of diversified service offerings, and high leverage. In addition, the company's operating environment in Puerto Rico, which has undergone tough economic challenges is also a key credit concern. These weaknesses are somewhat mitigated by the LCPR's leading market position and network competitiveness, which are considered strong for its rating level. Parent/Subsidiary Linkage is not applicable and the ratings are not constrained by the country ceiling. KEY ASSUMPTIONS Fitch's key assumptions within the agency's rating case for the issuer include: -- Low-single digits revenue growth from 2017 and beyond, following an over 10% growth rate in 2016; -- Relatively muted EBITDA improvement from 2017 amid slow revenue growth and intense competition; -- Capital expenditures to remain at about 21% of revenues in the short-to-medium term; -- No material shareholder distributions; -- Total adjusted net leverage to remain in the range of 4.0x to 4.5x over the short-to-medium term. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a negative rating action include: -- Deterioration in operating performance caused by unfavorable macroeconomic conditions and competitive landscape; -- Sustained negative FCF generation amid higher-than-expected capex requirement; -- Any material cash flow upstream to LG; -- Adjusted net leverage increasing to above 5.0x on a sustained basis. Future developments that may, individually or collectively, lead to a positive rating action include: -- Continued solid top-line growth along with margin expansion, and positive FCF generation; -- Clear commitment for deleveraging in the absence of any material cash flow upstream to LG, resulting in its adjusted net leverage falling well below 4.0x on a sustained basis; LIQUIDITY LCPR's liquidity is sound given its cash balance of USD51.0 million comfortably covers the short-term debt of USD0.2 million as of Sept. 30, 2016. Fitch does not foresee any liquidity problem for LCPR in the short-to-medium term as the company does not face any sizable debt maturities until 2022, when its first lien term loan B becomes due. The company's liquidity position is further strengthened by its USD40 million undrawn credit facility. FULL LIST OF RATING ACTIONS Fitch has assigned these ratings. Liberty Cablevision of Puerto Rico, LLC. -- Long-Term Foreign Currency Issuer-Default Rating (IDR) 'B+'; Outlook Stable; -- Senior Secured Revolver 'B+/RR4'; -- Senior Secured 1st Lien Term Loan B due 2022 'B+/RR4'; -- Senior Secured 2nd Lien Term Loan C due 2023 'B-/RR6'. LIMITLESS MOBILE: Arranges $4-Mil. DIP Loan From Tower Bridge ------------------------------------------------------------- Limitless Mobile, LLC, asks the U.S. Bankruptcy Court for the District of Delaware for authorization to obtain postpetition financing from Tower Bridge LLM Partners, LLC. The Debtor relates that prior to the Petition Date, it required similar access to funding, which resulted in Tower Bridge LLM Partners, extending an approximately $9,000,000 credit facility, secured on a pari passu basis with the United States of America acting through the Administrator of the Rural Utilities Service, or RUS, in connection with a Loan/Grant facility between RUS and the Debtor dated on or about Sept. 24, 2010. The Debtor further relates that having been advised prior to the Petition Date that RUS was not in a position to fund a DIP Loan, the Debtor commenced discussions with Tower Bridge, some participants in which are insiders of the Debtor, regarding the need and possibilities for DIP financing. The Debtor contends that in order to facilitate operations pending an orderly winddown of substantially all of its retail-side business, Tower Bridge LLM Partners has offered to provide the Debtor with a DIP Facility requiring administrative priority claims, on substantially the same terms as the prepetition Tower Bridge facility, which was negotiated in consultation with and ultimately approved by RUS. The material terms, among others, of the DIP Credit Agreement are: (1) DIP Facility Amount: Total Commitment of $4,000,000, which may be drawn by the Debtor in two or more advances, provided that each Advance will be in the amount of $100,000 or any multiple thereof, and provided further that the first advance will not exceed $1,500,000. (2) Interest Rates: Each advance under the Loan will bear interest on the unpaid principal amount thereof from the date such advance is made until repaid at the rate one percent per annum. (3) Carve-Outs: Consists of: (a) the payment of Allowed Professional Fees that were incurred prior to an Event of Default or the Termination Date; (b) the payment of Allowed Professional Fees that were incurred after an Event of Default or the Termination Date in an amount not to exceed $500,000, minus any retainers still being held and available for application to such outstanding professional fees and expenses; and (c) fees required to be paid pursuant to 28 U.S.C. Section 1930(a)(6) and to the Clerk of the Bankruptcy Court. (4) Use of Proceeds: The proceeds of the Loan will be used solely: (i) in accordance with the DIP Orders; (ii) to fund working capital requirements, operating expenses and capital expenditures of the Debtor in the ordinary course of the Debtor’s business, including Allowed Professional Fees during administration of the bankruptcy case; (iii) to fund the payment of interest accrued on the Loan; and (iv) to pay the fees and expenses of DIP Lender relating to the DIP Facility and the case, including, without limitation, its diligence and administrative fees and costs, and reasonable attorneys’, appraisers’ and other professional advisors' and consultants' fees and costs. The Debtor tells the Court that in the absence of postpetition funding, it lacks sufficient cash to continue its operations uninterrupted and preserve going concern value. A full-text copy of the Debtor's Motion, dated Dec. 6, 2016, are available at http://bankrupt.com/misc/LimitlessMobile2016_1612685kjc_20.pdf About Limitless Mobile, LLC Limitless Mobile, LLC, a provider of wireless telecommunications services, filed a chapter 11 petition (Bankr. D. Del. Case No. 16-12685) on Dec. 2, 2016. The petition was signed by Amir Rajwany, chief operating officer. The Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million at the time of the filing. The Debtor engaged Jesse N. Silverman, Esq. and Martin J. Weis, Esq., at Dilworth Paxson, LLP, as attorney. The Debtor has retained Rust Consulting/Omni Bankruptcy as its claims and noticing agent. LIMITLESS MOBILE: Dec. 16 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Dec. 16, 2016, at 10:00 a.m. in the bankruptcy case of Limitless Mobile, LLC. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. LIMITLESS MOBILE: Seeks Court Approval for Cash Collateral Use -------------------------------------------------------------- Limitless Mobile, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to use the cash collateral to fund the operations of the Debtor's business and the administrative expenses of its bankruptcy case, while exploring various restructuring alternatives. The Debtor relates that it formulated an initial 13-week Budget for the use of cash collateral, which covers the period from week ending December 9, 2016 through March 10, 2017, and provides total operating disbursements of approximately $2,502,330 and total Chapter 11 disbursements of $370,000. The Debtor believes that the only parties who assert an interest in the Debtor's cash collateral are Tower Bridge LLM Partners, LLC and United States of America, acting through the administrator of the Rural Utilities Service, and their interests arise from the following loans extended to the Debtor: (a) Rural Utilities Service extended a loan in the original principal amount of $11,096,780 to the Debtor pursuant to that certain Broadband Initiatives Program Loan/Grant and Security Agreement dated on or about September 24, 2010; (b) Tower Bridge extended a $9,000,000 credit facility to the Debtor pursuant to a certain Credit and Security Agreement dated as of May 24, 2016, which is equally secured with the liens securing the Rural Utilities Service Loan. Tower Bridge and Rural Utilities Service assert that their loans are secured by first priority liens on and security interests in and to all fixtures and real and personal property acquired by the Debtor with the proceeds of the Rural Utilities Service Loan, as well as accounts and revenues derived from any source and proceeds, products and accessions therefrom and thereto. The Debtor believes that, as of the Petition Date, the aggregate outstanding principal balance of the loans is approximately $18.2 million which exceeds the value of the collateral. The Debtor intends to provide Tower Bridge and Rural Utilities Service with replacement liens in and upon the Debtor's personal property, including cash collateral, whether such property was acquired before or after the Petition Date, to the extent: (a) that the type of personal property is currently part of Tower Bridge and Rural Utilities Service's Collateral as of the Petition Date; (b) that Tower Bridge and Rural Utilities Service's prepetition security interests in the Collateral are valid and properly perfected; and (c) of the amount of any diminution in value of the Collateral. The Debtor contends that in addition to the proposed replacement liens, Tower Bridge and Rural Utilities Service are also adequately protected as a result of the continuation of the Debtor's business operations with the use of cash collateral. The Debtor further contends that absent the ability to use Cash Collateral, and absent access to a DIP facility, the Debtor will not be able to pay insurance, wages, rent, utility charges, and other critical operating expenses. The Debtor tells the Court that this would likely force the Debtor to cease operations immediately and commence a fire sale of its assets that would result in a loss of going concern value, causing the Debtor's estate to be immediately and irreparably harmed. A full-text copy of the Debtor's Motion, dated December 6, 2016, is available at https://is.gd/2I24PW About Limitless Mobile, LLC Headquartered in Harrisburg, Pennsylvania, Limitless Mobile, LLC, successor to Keystone Wireless, LLC, is a Delaware corporation formed in 2013 with a mission to construct a broadband network and provide wireless telecommunications services to nine (9) rural and underserved counties of Central Pennsylvania. The Debtor has several retail store locations in central Pennsylvania. Limitless Mobile, LLC filed a Chapter 11 petition (Bankr. D. Del. Case No. 16-12685), on December 2, 2016. The petition was signed by Amir Rajwany, chief operating officer. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $50 million to $100 million in estimated liabilities. The Debtor is represented by Jesse N. Silverman, Esq. and Martin J. Weis, Esq. at Dilworth Paxson, LLP. The Debtor's Claims & Noticing Agent is Rust Consulting/Omni Bankruptcy. LOVE AND WAR: Seeks to Hire Scheef & Stone as Legal Counsel ----------------------------------------------------------- Love and War in Texas, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire legal counsel. The Debtor proposes to hire Scheef & Stone, LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Patrick Schurr $400 Peter Lewis $410 Thomas Kulik $400 Richard Wallace $400 Paralegals $100 - $150 Legal Assistants $100 - $150 Patrick Schurr, Esq. disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Patrick J. Schurr, Esq. Scheef & Stone, LLP 2600 Network Boulevard, Suite 400 Frisco, TX 75034 Telephone: 214-472-2100 Telecopier: 214-472-2150 About Love and War in Texas Love and War in Texas, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42136) on November 23, 2016. The petition was signed by J. Tyler Phelps. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. MAGNETATION LLC: ERP Buying Remaining Assets for $22.5 Million -------------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota will convene a hearing on Dec. 15, 2016 at 11:00 a.m. (CT) to consider the proposed sale by Magnetation, LLC and affiliates of substantially all of their remaining assets to ERP Iron Ore, LLC, for $22,500,000. The objection deadline is Dec. 13, 2016. Since the Petition Date, the Debtors worked diligently to restructure their operations and finances. Among other things, the Debtors successfully rejected economically unfavorable executory contracts and unexpired leases, streamlined operations and, most significantly, Debtor Mag Pellet, LLC assumed its executory contract with AK Steel Corp. for the purchase and sale or iron ore pellets ("PPA"). However, throughout these cases, the Debtors had to contend with a challenging iron ore market and the expense and delays caused by litigation with respect to the PPA. In order to successfully conclude their chapter 11 cases, the Debtors continued to evolve their restructuring strategy to maximize value for the estates and began to explore various alternatives, including a sale of substantially all of their assets. Starting in January 2016, the Debtors and their investment bank, PJT Partners LP began to identify and negotiate with potential third-party investors or purchasers that could support a restructuring and provided numerous interested parties with access to the Debtors' management and various diligence materials. On June 15, 2016, in the midst of the Debtors' efforts to identify a third-party purchaser, AK Steel and the lenders party to that certain revolving credit agreement dated May 20, 2013, as amended, supplemented or otherwise modified from time to time, among Magnetation, as borrower, and Mag Lands, LLC, Mag Finance Corp., Mag Mining, LLC and Mag Pellet as guarantors, and JP Morgan Chase Bank, N.A., in its capacity as administrative agent ("Prepetition Revolving Agent") for the lenders party thereto from time to time ("Prepetition Revolving Lenders") (who held an approximately $65,000,000 claim, secured by a first priority lien on substantially all of the Debtors' assets) submitted a proposal to the Debtors that would bring significant value to the estates in connection with a settlement of the numerous disputes among AK Steel and the Debtors ("Proposal"). The Proposal contemplated satisfying the Prepetition Revolving Lenders' claims, settling all of the parties' outstanding litigation, terminating the PPA, funding the organized winding down of the Debtors' businesses to minimize administrative expenses, and allowing the Debtors' remaining assets to be sold in an orderly fashion for the benefit of the estates' creditors. Although the Debtors much preferred to find a third-party purchaser that would permit emergence as a going concern, the Debtors, in accordance with their fiduciary duties to maximize value for the estates, undertook to evaluate the Proposal with their advisors and began negotiations. After more than two months of negotiations with the Prepetition Revolving Lenders and AK Steel, while simultaneously seeking a third party purchaser to no avail, the Debtors reached an agreement in principle with AK Steel and the Prepetition Revolving Lenders. The Debtors thereafter approached Magnetation, Inc. ("Mag Inc."), the Debtors' 50.1% owner and provider of the Debtors' technology and management services and personnel, in order to obtain a global resolution that would ensure that the Proposal would maximize value for the estates. On Aug. 26, 2016, the Debtors entered into the Global Settlement Agreement by and among (i) each of the Debtors, (ii) AK Steel, (iii) the Prepetition Revolving Agent, (iv) the Prepetition Revolving Lenders and (v) Mag Inc. ("GSA"), and filed the Debtors' Joint Combined Motion for an Order (i) Approving Global Settlement Agreement, (ii) Authorizing the Debtors to Wind Down Their Businesses, (iii) Authorizing the Debtors to Transfer Certain Assets, (iv) Approving Wind-Down Incentive and Retention Plan, (v) Approving Asset Sales Procedures, (vi) Approving Abandonment Procedures, (vii) Approving Contract Rejection Procedures, and (viii) Waiving Compliance with Local Rule 9013-2(a) [ECF No. 887] ("Wind-down Motion"). On Oct. 6, 2016, after a day-long evidentiary hearing, the Court entered an order approving, among other things, the GSA (including certain amendments thereto, as reflected in such order), the wind-down of the Debtors' operations, the transfer of accounts receivable and inventory to AK Steel and the termination of the PPA [ECF No. 1004] ("GSA Order"), and on Oct. 7, 2016, the parties to the GSA consummated the transactions contemplated to be effectuated on the Effective Date. The GSA contemplates that the Debtors will sell their remaining assets and distribute proceeds thereof in accordance with the GSA Order. In connection with resolving an objection to the GSA by an ad hoc group of the Debtors' senior secured noteholders ("Ad Hoc Group"), the parties to the GSA, including the Debtors, agreed that, provided that the Prepetition Revolving Agent has been paid in full as contemplated by the GSA, they would (i) support a credit bid for the Debtors' remaining assets under that certain Senior Secured Notes Indenture, dated as of May 20, 2013, among Magnetation, Mag Finance, the subsidiary guarantors listed thereunder, Wilmington Trust National Association, as trustee and collateral agent, and solely with respect to Section 10.10(a) thereof, AK Steel, and Mag Inc., as amended, restated, supplemented or otherwise modified from time to time and/or that certain Debtor-in-Possession Credit Agreement, dated as of May 7, 2015, by and among the Debtors, the lenders party thereto and Wilmington Trust, as administrative agent ("DIP Agent"), as amended, modified and supplemented from time to time ("DIP Credit Agreement"), (ii) support an expedited sale process and (iii) proceed expediently to closing such sale. Shortly after the hearing on the GSA, the Debtors, Mag Inc., the DIP Agent, the Ad Hoc Group and ERP began negotiating a proposed asset purchase agreement. Simultaneously, the Debtors contacted and were contacted by various other parties that expressed interest in purchasing the remaining assets, including liquidation service providers and auctioneers. To date, the Debtors have not received a higher or better offer than that presented by ERP, and ERP has expressed that it intends to restart the Debtors' operations in the future, which could translate to the generation of jobs and a source of business for local vendors. Accordingly, the Debtors determined that the APA was in the best interests of the Debtors' estates, and on Dec. 6, 2016, the parties executed the APA. The APA contemplates that the DIP Agent will credit bid $22,500,000 of its allowed claims secured by the assets proposed to be purchased pursuant to section 363(k) of the Bankruptcy Code and applicable nonbankruptcy law and in accordance with the applicable provisions of the DIP Credit Agreement. The DIP Agent formed the Initial Buyer and contributed $22,500,000 of allowed secured claims to it in order to credit bid, and the Initial Buyer will then transfer its rights and obligations under the APA to ERP in exchange for $22,500,000 of notes issued by ERP and secured by collateral of ERP and certain collateral of an affiliate of ERP, and guaranteed by such affiliate and certain individuals. The Purchased Assets consist of the Debtors' rights, title and interests in substantially all of the Debtors' assets, other than certain Excluded Assets, which include Avoidance Actions and proceeds thereof, Wind-down Cash, assets transferred or proposed to be transferred pursuant to the GSA and certain Contracts and Leases that will be not be assumed and assigned. The Buyer will assume, among other liabilities, Cure Costs, including certain unpaid royalties and taxes, all of the Debtors' liabilities arising after the closing of the Sale under Assumed Contracts and Assumed Leases, and all of the Debtors' liabilities pursuant to Environmental Law attributable to Transferred Permits/Licenses arising out of or relating to environmental cleanup costs and compliance at sites owned by the Buyer after Closing and any Hazardous Materials released, stored, deposited or disposed of in connection with the operation of the Purchased Assets, in each case, other than Excluded Pre-Closing Fines. Mag Inc. and its affiliate MagGlobal, LLC ("Mag Entities") and the non-Debtor parties to the APA have entered into a support agreement pursuant to which certain transactions contemplated by the GSA will be effected, and Mag Inc. has agreed to grant ERP (and its successors) a non-exclusive, perpetual, royalty-free (other than certain pass-through royalties) license for all of the Licensed Technology, which the Debtors are currently using or have ever used in the operation of their businesses, which will be effectuated through a Restated and Amended Technology License Agreement that the Debtors will assign to Buyer pursuant to the APA. The APA contemplates that that certain promissory note dated Oct. 4, 2011 made by Mag Inc. in favor of the Company, as amended on March 6, 2013 and as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the principal balance of which as of the date of this Motion is in excess of $17,000,000 ("Intercompany Note") will be included in the Purchased Assets. Pursuant to the Mag Entities Support Agreement, the Buyer undertakes to cancel the Intercompany Note. The Restated and Amended Technology License Agreement is subject to termination if either the Buyer does not cancel and release the Intercompany Note or the Sale Order does not provide that (1) the Initial Buyer confirms it has no right, title, or interest in the Intercompany Note, and in the event any such right, title, or interest may exist, disclaims any right, title, or interest in the Intercompany Note, and (2) the Debtors disclaim any right, title, or interest in the Intercompany Note at Closing. The obligations of the parties to the APA to consummate the Sale will be subject to the satisfaction of, among others, these conditions: (i) the Court shall have entered the Sale Order, (ii) all representations and warranties of the Debtors contained in the APA (other than Fundamental Representations) will be true and correct in all material respects on and as of the Effective Date and the Closing Date, as though made on and as of such date subject to a Material Adverse Effect qualifier; (iii) all Fundamental Representations of the Debtors contained in the APA will be true and correct in all material respects on and as of the Effective Date and the Closing Date, as though made on and as of such date; (iv) the Deferred Payment Amount shall have been satisfied in cash in full, (v) the Purchased Assets shall include at least $1,750,000 of unrestricted cash; (vi) the Debtors, the Initial Buyer and ERP will have executed the ERP Assumption; (vii) ERP willl have issued and delivered the ERP Notes; (viii) the Mag Entities Support Agreement will be in full force and effect; (ix) the Restated and Amended Technology License Agreement will be in full force and effect and have been assigned to the Buyer in the Sale Order; and (x) there will have been no Material Adverse Effect. The Sale is also conditioned on certain transactions among ERP and certain third parties. Specifically, ERP will have entered into certain definitive agreements with mechanic's and miner's lien claimants ("Lien Claimants"), Caterpillar Financial Services Corp. and Progress Rail Leasing and the State of Minnesota. The Lien Claimants include certain parties that have asserted liens on the Debtors' assets and asserted that such liens are senior in priority to the liens of the DIP Agent. In order to try and avoid the expense and delay of litigation as to whether the DIP Agent could credit bid for such assets, ERP has agreed, subject to definitive documentation, to provide certain Lien Claimants with a promissory note executed by ERP and FerroMagnetica, LLC jointly and severally, for the face amount of the principal amount of all unpaid mechanic's/miner's lien claims of each of those Lien Claimants and pre-settlement legal fees and costs of each of those Lien Claimants, which note will be secured by a security interest in the Purchased Assets. The parties are currently negotiating revisions to the Proposed Order to effectuate that non-binding agreement, subject to definitive documentation, and hope to finalize those revisions prior to the deadline to object to the Motion to avoid needless litigation and resolve any of the Lien Claimants' concerns surrounding the APA and the Sale prior to the hearing on the Motion. The parties are also in ongoing good faith discussions with Caterpillar Financial Services and Progress Rail Leasing and the State of Minnesota on terms of mutually acceptable agreements. In addition to customary termination rights for transactions of this nature, the Debtors or the Buyer may terminate this APA if the Sale is not closed by Dec. 30, 2016, and the Buyer may terminate the APA if the Sale Order is not entered by Dec. 16, 2016. Importantly, the Debtors are not precluded from responding to third parties regarding an Alternative Transaction, and may terminate the APA if an Alternative Transaction is approved. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Magnetation_LLC_1149_Sales.pdf The Debtors asks that the Court authorized the proposed assumption and assignment of contracts and leases upon closing of the Sale, and the amount, if any, determined by the Debtors to be necessary to be paid to cure any existing default ("Cure Amount"). Objections to any proposed assumption and assignment, including any Cure Amount, must be filed on Dec. 13, 2016 at 12:00 p.m. (CT). The Debtors submit that ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) and any other applicable Bankruptcy Rule or Local Bankruptcy Rule or otherwise applicable law, to the extent that it applies. The Debtors request expedited relief on the Motion. They believe they need to obtain approval of and close the Sale as promptly as possible. ERP has conditioned its obligations under the APA on the entry of the Sale Order by Dec. 16, 2016, and the occurrence of a closing by Dec. 30, 2016, and the Debtors have not received any higher or better offer or any actionable proposal that would allow the Debtors the opportunity to continue operations as a going concern. Moreover, the Debtors continue to incur costs in connection with maintaining the remaining assets. Thus, the sooner the Debtors are able to sell the remaining assets, the more value they can preserve for the estates. Accordingly, the Debtors seek to have the Motion heard on Dec. 15, 2016. The Purchaser: ERP IRON ORE, LLC 15 Appledore Lane Natural Bridge, VA 24578 Attn: Tom Clarke E-mail: tom.clarke@kissito.org The Purchaser is represented by: DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 Attn: Oscar N. Pinkas, Esq. E-mail: oscar.pinkas@dentons.com - and - DENTONS US LLP 233 South Wacker Drive, Suite 5900 Chicago, IL 60606-6361 Attn: Robert E. Richards, Esq. E-mail: robert.richards@dentons.com - and - DENTONS US LLP 4520 Main Street, Suite 1100 Kansas City, MO 64111 About Magnetation LLC. Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC, Mag Lands, LLC, Mag Finance Corp., Mag Mining, LLC and Mag Pellet, LLC filed chapter 11 petitions (Bankr. D. Minn. Case Nos. 15-50307 to 15-50311) on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F. Kishel. The Debtors have tapped Marshall S. Huebner, Esq., Damiam S. Schaible, Esq., and Michelle M. McGreal, Esq., at Davis Polk & Wardwell LLP and Clinton E. Cutler, Esq., James C. Brand, Esq., and Sarah M. Olson, Esq., at Fredrikson Byron, P.A. as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The Debtors estimated assets at $100 million to $500 million and liabilities at $500 million to $1 billion. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. The Committee tapped Cooley LLP as lead counsel; Foley & Mansfield, PLLP as it local counsel; and Province Inc. as its financial advisor. MAGNETATION LLC: Files Motion to Sell Assets to ERP Iron Ore ------------------------------------------------------------ Magnetation LLC on Dec. 7, 2016, disclosed that it has filed a motion with the U.S. Bankruptcy Court seeking authority to enter into an asset purchase agreement ("APA") that provides for the sale and transfer of substantially all of its remaining assets and certain liabilities along with the assumption and assignment of certain executory contracts and leases in connection with a sale to ERP Iron Ore, LLC through a credit bid by the Company's post-petition lenders. This motion to sell its remaining assets follows Magnetation's entry into a Global Settlement Agreement on August 26, 2016, which was approved by the Court on October 6, 2016 and provided for the wind down of operations, the sale of inventory and accounts receivables, the termination of the pellet purchase agreement and the sale of the remaining assets of the Company. "After nineteen months under bankruptcy protection, we are pleased to have reached this important milestone supported by a wide coalition of the stakeholders in this case. This outcome provides the potential for a restart at some point in the future of the state of the art Magnetation assets as a going concern, which has been our goal and would provide the best possible value to the estate and its stakeholders," said Larry Lehtinen, CEO of Magnetation. "We are especially pleased to be acquired by ERP Iron Ore, LLC, an affiliate of ERP Compliant Fuels, LLC, an innovative company founded and led by Tom Clarke with whom we share a vision for advancing our unique and environmentally responsible technology, that turns abandoned iron resources into valuable, high quality iron ore pellets to serve steel-makers on a global scale." ERP Iron Ore, LLC: ERP Iron Ore, LLC ("ERPIO"), a subsidiary of ERP Compliant Fuels, LLC, through the acquired Magnetation assets, plans to recover high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins in Itasca County of Minnesota. Upon closing of the APA, ERPIO will own three iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, a railroad loading facility in Grand Rapids, MN and a 3.0 million tons per annum iron ore pellet plant in Reynolds, IN. About Magnetation LLC. Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC, Mag Lands, LLC, Mag Finance Corp., Mag Mining, LLC and Mag Pellet, LLC filed chapter 11 petitions (Bankr. D. Minn. Case Nos. 15-50307 to 15-50311) on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F. Kishel. The Debtors have tapped Marshall S. Huebner, Esq., Damiam S. Schaible, Esq., and Michelle M. McGreal, Esq., at Davis Polk & Wardwell LLP and Clinton E. Cutler, Esq., James C. Brand, Esq., and Sarah M. Olson, Esq., at Fredrikson Byron, P.A. as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The Debtors estimated assets at $100 million to $500 million and liabilities at $500 million to $1 billion. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. MARIA SPERA: Sale of Hamilton Township Property for $435K Approved ------------------------------------------------------------------ Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey approved Maria Rosa Spera's private sale of the property known as 3440 South Broad Street, Hamilton Township, New Jersey to PV Broad Street, LLC for $435,000. The sale is free and clear of all liens and encumbrances except the tax lien of U.S, Bank-Custodian /BV002 Trst & Crdtrs, any other real estate tax and/or municipal liens of Hamilton Township, Mercer County, New Jersey, the short sale payoff to Investors Bank and payment of the allowed costs of sale. The proceeds of sale will be distributed as follows: a. First, the amount needed to satisfy in full any municipal taxes, water and/or sewer charges, if any, and tax liens due to the Township of Hamilton; b. Second, the amount necessary to satisfy the U.S. Bank-Cust/ BV002 Trst & Crdtrs tax sale certificates plus accrued interest, that constitutes a valid lien upon the property; c. Third, the balance of sale proceeds to Investors Bank for release and discharge of all its liens against the property subject to the Agreement; and d. Fourth, the costs of sale and expenses commonly associated with the sale of real property in New Jersey, including, but not necessarily limited to, realty transfer fees, statutory lien cancellation fees, real estate broker's commissions and special counsel attorney fees in accordance with the Notice of Private Sale. Maria Rosa Spera sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-14254) on July 25, 2016. MARION AVENUE: Unsecureds To Be Paid in Full in Two Payments ------------------------------------------------------------ Marion Avenue Management LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement referring to the Debtor's plan of reorganization. Class 3 Unsecured General Claims are impaired. There are four Class 3 Claims owed the aggregate amount of $14,000. Each holder of an Allowed Unsecured General Claim will be paid in full in two payments of 50% each, one on the Effective Date of the Plan and one three months later. The second payment will include post-petition interest at the federal judgment rate unless otherwise agreed by the respective Class 3 Claimants, in full settlement, satisfaction and release of the claim. The payments of Administrative Expenses and Class 1 - Secured Claim of Santander Bank, Class 2 - Priority Tax Claims of Governmental Units, and 3 Claims will be made from operating income and other contributors of equityholder. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10213-41.pdf About Marion Avenue Management LLC Headquartered in New York, Marion Avenue Management LLC owns certain commercial real property located at 314-326 East 194th Street, Bronx, New York, with seven commercial tenants. It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10213) on Jan. 29, 2016, listing $2.01 million in total assets and $554,169 in total liabilities. The petition was signed by Sion Sohayegh, manager. Judge James L. Garrity, Jr., presides over the case. Ted Donovan, Jr., Esq., and Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel. MATRIX LUXURY: Wants to Use La Familia Cash Collateral ------------------------------------------------------ Matrix Luxury Homes, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to use La Familia Financial Limited Partnership's cash collateral. The cash collateral consists of certain cash from the Debtor's impound account. The Debtor relates that it needs to use cash collateral to pay for post-petition insurance on its real property, located at 10801 East Happy Valley Road, #88, Scottsdale, Arizona. The real property is subject to a first position Deed of Trust in favor of La Familia Financial Limited Partnership. The Debtor relates that La Familia has sought for relief from stay on November 22, 2016, asserting, among other things, that immediate stay relief is appropriate because La Familia has received notice that the Debtor's insurance policy will terminate on December 25, 2016 and will not be renewed nor will the Debtor secure a new policy, and that the Debtor's principal has acknowledged that Debtor has no funds to pay insurance premiums. The Debtor further relates that Stay Motion also stated that the Loan Agreement provides that La Familia may require Debtor to fund a reserve account by making monthly payments of 1/12 of the annual cost of insurance, property taxes, HOA dues, and other assessments. As of November 21, 2016, there was $5,763 remaining in the reserve account. La Familia also asserted that such funds were and that it simply would not agree to the use of its cash collateral. The Debtor seeks authority for the use of the alleged cash collateral for the sole purpose of renewing or securing insurance that will expire on December 25, 2016 as it has no revenues it can utilize for such an endeavor while it markets the property for an eventual sale. The Debtor asserts that such use of the cash collateral will protect the Property which will be beneficial to the estate and the lienholders. The Debtor contends that the current appraisal of the property shows a very large equity cushion. The Debtor further contends that such equity cushion is evidence that La Familia is more than adequately protected and, therefore, the Debtor is providing adequate protection of the lenders' claimed security interest thus allowing for the authorization of the use of cash collateral in accordance with the requirements of the Bankruptcy Code. A full-text copy of the Debtor's Motion, dated December 6, 2016, is available at https://is.gd/QJ3aXx About Matrix Luxury Homes Matrix Luxury Homes, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09455) on Aug. 16, 2016. The petition was signed by Troy Hudspeth, manager. The case is assigned to Judge Brenda K. Martin. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by Allan D. NewDelman, Esq. at Allan D. NewDelman, P.C. and seeks to hire Re/Max Fine Properties, a real estate agent, to market and sell its real property located at 10801 East Happy Valley Road, Scottsdale, Arizona. The Office of the U.S. Trustee on October 31 announced that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Matrix Luxury Homes, LLC. MEDAK TRUCKING: Seeks to Hire Alan Atkins as Appraiser ------------------------------------------------------ Medak Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an appraiser. The Debtor proposes to hire Alan Atkins to conduct an appraisal of its assets in Edison, New Jersey, and provide other related services. Mr. Atkins will be paid a flat fee of $1,500. In a court filing, Mr. Atkins disclosed that he does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Atkins maintains an office at: Alan Atkins A. Atkins Appraisal Corp. 122 Clinton Road, Suite 2A Fairfield, NJ 07004 About Medak Trucking Medak Trucking, LLC, based in Edison, N.J., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-24788) on August 1, 2016. The petition was signed by Andrew Obadiaru, president. The Debtor is represented by David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP. Judge Michael B. Kaplan presides over the case. The Debtor estimated $0 million to $50,000 in assets and $1 million to $10 million in liabilities at the time of the filing. MGM RESORTS: Signs Employment Agreements With President and COO --------------------------------------------------------------- MGM Resorts International entered into an employment agreement with William Hornbuckle, president of the Company, effective as of Nov. 15, 2016. The Hornbuckle Employment Agreement provides for a term until Nov. 14, 2020, and a minimum base salary of $1,400,000 per year. The Hornbuckle Employment Agreement also provides for an annual target bonus equal to 175% of Mr. Hornbuckle's base salary and certain other benefits and perquisites. In the event of a termination of Mr. Hornbuckle's employment as the result of his death or a termination by the Company due to disability, the Company will pay Mr. Hornbuckle six months' salary payable at regular payroll intervals (less any payments received from an employer-paid short term disability policy). In the event of a termination by the Company for no cause or by Mr. Hornbuckle for good cause (including the Special No-Cause Termination as defined and as described in the Agreement) prior to the end of the term of the Hornbuckle Employment Agreement, Mr. Hornbuckle will receive (i) an amount equal to his annual base salary plus his target bonus amount, payable in 12 monthly installments (subject to a maximum payment of $4,000,000); (ii) any earned but unpaid discretionary bonus due to him; and (iii) a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in 12 monthly installments. If the Hornbuckle Employment Agreement is terminated by the employer for no cause within 6 months of Mr. Hornbuckle date of hire, Mr. Hornbuckle will only receive an amount equal to 6 months of his base salary (and the non-compete provisions would be limited to 6 months). If the Company terminates Mr. Hornbuckle for no cause after the end of the term of the Hornbuckle Employment Agreement (at which time he would be treated as an at-will employee of the Company), Mr. Hornbuckle will receive a lump sum payment equal to the greater of (i) 13 weeks' base salary or (ii) 2 times the amount he would otherwise receive under the Company's then-effective discretionary severance policy. Any such severance payments will be subject to applicable taxes and Mr. Hornbuckle execution and non-revocation of a general release of claims. The Hornbuckle Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Hornbuckle from providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Hornbuckle Employment Agreement. In addition, the Hornbuckle Employment Agreement mandates that Mr. Hornbuckle's confidentiality obligations continue even after his termination of employment. On Dec. 6, 2016, the Company entered into an employment agreement with Corey Sanders, chief operating officer of the Company, effective as of Nov. 15, 2016. The Sanders Employment Agreement provides for a term until Nov. 14, 2020, and a minimum base salary of $1,250,000 per year. The Sanders Employment Agreement also provides for an annual target bonus equal to 175% of Mr. Sanders base salary and certain other benefits and perquisites. In the event of a termination of Mr. Sanders' employment as the result of his death or a termination by the Company due to disability, the Company will pay Mr. Sanders six months' salary payable at regular payroll intervals (less any payments received from an employer-paid short term disability policy). In the event of a termination by the Company for no cause or by Mr. Sanders for good cause prior to the end of the term of the Sanders Employment Agreement, Mr. Sanders will receive (i) an amount equal to his annual base salary plus his target bonus amount, payable in 12 monthly installments (subject to a maximum payment of $4,000,000); (ii) any earned but unpaid discretionary bonus due to him; and (iii) a payment equal to 1.5 times the cost of COBRA for a coverage period of 12 months, payable in 12 monthly installments. If the Sanders Employment Agreement is terminated by the employer for no cause within 6 months of Mr. Sanders date of hire, Mr. Sanders will only receive an amount equal to 6 months of his base salary (and the non-compete provisions would be limited to 6 months). If the Company terminates Mr. Sanders for no cause after the end of the term of the Sanders Employment Agreement (at which time he would be treated as an at-will employee of the Company), Mr. Sanders will receive a lump sum payment equal to the greater of (i) 13 weeks' base salary or (ii) 2 times the amount he would otherwise receive under the Company’s then-effective discretionary severance policy. Any such severance payments will be subject to applicable taxes and Mr. Sanders execution and non-revocation of a general release of claims. The Sanders Employment Agreement also contains a non-compete covenant generally prohibiting Mr. Sanders from providing services to a competitor or soliciting employees or business contacts for 12 months following his termination of employment or for 12 months following the term of the Sanders Employment Agreement. In addition, the Sanders Employment Agreement mandates that Mr. Sanders' confidentiality obligations continue even after his termination of employment. About MGM Resorts MGM Resorts International (NYSE: MGM) a global hospitality company, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company's Web site at www.mgmresorts.com. MGM Resorts reported a net loss attributable to the Company of $447.72 million in 2015, a net loss attributable to the Company of $149.87 million in 2014 and a net loss attributable to the Company of $171.73 milion in 2013. As of Sept. 30, 2016, MGM Resorts had $27.70 billion in total assets, $17.78 billion in total liabilities, $6.25 million in redeemable noncontrolling interest and $9.91 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Sept. 29, 2014, Fitch Ratings has upgraded MGM Resorts International's (MGM) and MGM China Holdings Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-', respectively. Fitch's upgrade of MGM's IDR to 'B+' and the Positive Outlook reflect the company's strong performance on the Las Vegas Strip and in Macau as well as Fitch's longer-term positive outlooks for these markets. MICHAEL CARTER: Unsecureds To Recoup 30% Under Plan --------------------------------------------------- Michael Rudulph Ellis Carter filed with the U.S. Bankruptcy Court for the District of Maryland a second amended disclosure statement referring to the Debtor's second amended plan of reorganization. Class 4 General Unsecured Non-Priority Claims will be paid under the Plan in the estimated amount of $197,002.91. General Non-Priority Unsecured Creditors will receive approximately 30% of their allowed claim. The Debtor will fund the Plan from wages, income received from the Cintra E. Fair Trust, and household income. The Debtor will fund the college expenses described in Class 3 - Priority § 507(a)(1)(A) Claim of Caroline M. Carter, in part, from the Maryland 529 Plan established for each of the Debtor's three children, with the balance to be paid from the Debtor's wages and income he receives from the Cintra E. Fair Trust. The Debtor will also fund the sum of $21,000 due and payable on the Effective Date from the Debtor's retirement plan(s), or from non-estate property. If and to the extent the Court determines that Section 1129(a)(14) requires, as a condition of confirmation, that the Debtor pay the amount of the Child Support Obligation that became due and payable after the Petition Date, estimated to be no more than $84,500, the amount will similarly be funded from non-estate property, and will not impact the feasibility of payments to holders of Class 1 - Secured Claim of Navy Federal Credit Union, Class 2 - Secured, and Class 4 Claims. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/mdb14-28122-151.pdf The Plan was filed by the Debtor's counsel: James M. Greenan, Esq. Steven L. Goldberg, Esq. MCNAMEE, HOSEA, JERNIGAN, KIM GREENAN & LYNCH, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 Tel: (301) 441-2420 E-mail: jgreenan@mhlawyers.com sgoldberg@mhlawyers.com Michael Rudulph Ellis Carter filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 14-28122) on Nov. 25, 2014. MONTREIGN OPERATING: S&P Rates Proposed $70MM 1st-Lien Loan 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned Thompson, N.Y.-based gaming operator Montreign Operating Co. LLC's proposed $70 million first-lien term loan A due 2021 S&P's 'B-' issue-level rating, with a recovery rating of '3', indicating its expectation for meaningful (50% to 70%; lower half of the range) recovery for lenders in the event of a payment default. S&P's existing 'B-' issue-level rating and '3' recovery rating on Montreign's upsized $390 million term loan B facility (from $375 million) due 2022 are unchanged. The term loan A will rank pari passu to the existing term loan B facility. Despite a higher amount of first-lien debt outstanding at default under S&P's simulated default scenario, recovery prospects for first-lien lenders under the proposed financing remain in the 50% to 70% range, albeit at the lower end of the range compared with the upper end of the range previously. This reflects a modest increase in S&P's net enterprise valuation as a result of additional value from the inclusion of the entertainment village and golf course in the collateral package as well as a lower amount of priority debt outstanding from a $30 million reduction in the planned equipment financing facility, which somewhat offsets the incremental first lien debt. The company will use proceeds from the proposed financing, along with roughly $375 million in equity contributions from the parent company, N.Y.-based Empire Resorts Inc. (unrated), and a $40 million equipment financing facility to fund the construction of the Montreign Resort Casino, Entertainment Village and Golf Course, establish an interest reserve to fund debt service through the construction period and the first four months after the casino opens, and fund transaction fees and expenses. "Our 'B-' corporate credit rating and stable outlook are unchanged. Although there is a larger amount of debt in the updated financing transaction relative to our previous analysis, we still anticipate EBITDA coverage of interest to be around 2x in the first year of operations, which is good for our financial risk assessment. Our base case forecast for revenue and EBITDA in the first year is largely unchanged from our previous assumptions because we do not expect the entertainment village to open until the later part of 2018 and believe it will only contribute minimally to cash flow during the year. We anticipate lease-adjusted debt to EBITDA to be around 5x in the first year of operations, compared with the mid- to high-4x previously. We anticipate lease adjusted leverage to improve to the mid-4x and EBITDA coverage of interest in the low-2x area in the second year, largely unchanged from our previous forecast. The improvement in credit measures reflects growth in EBITDA as the property ramps operations and scheduled debt repayments, including the excess cash sweep payments under the proposed credit agreement," S&P said. RECOVERY ANALYSIS -- S&P assigned a 'B-' issue-level and '3' recovery rating to Montreign's $70 million first-lien term loan A facility. S&P's 'B-' issue-level and '3' recovery rating on Montreign's upsized $390 million term loan B facility are unchanged. S&P also assumes that Montreign will enter into a $15 million revolving credit facility that will be fully drawn at the time of default in addition to a $40 million equipment financing that is currently unrated. -- S&P has increased our EBITDA at emergence to $63 million from $61 million, largely due to increased cash flows from the addition of the Entertainment Village and Golf Course to the security package. -- The increased valuation, coupled with the lower amount of priority debt under the equipment financing facility, will be sufficient to partially offset the higher first-lien debt in the capital structure leaving recovery prospects relatively unchanged for first lien lenders albeit at the lower end of the range from the upper end previously. -- S&P's simulated default scenario contemplates a payment default in 2019 reflecting lower-than-expected revenues and cash flow as a result of the inability to generate sufficient customer traffic and increased competitive pressures from other casinos in the region (Pennsylvania, New Jersey, and Connecticut). -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 5.5x to value the company. Simplified recovery waterfall -- Emergence EBITDA: $63 million -- EBITDA multiple: 5.5x -- Gross recovery value: $343 million -- Net recovery value for waterfall after admin expenses (5%): $326 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated priority claims (equipment financing facility): $33 million -- Remaining recovery value: $293 million -- Estimated first lien claim: $495 million -- Value available for first-lien claim: $293 million -- Recovery range: 50% to 70% (at the lower end) Note: all debt amounts include six months of prepetition interest. RATINGS LIST Montreign Operating Co. LLC Corporate credit rating B-/Stable/-- New Ratings Montreign Operating Co. LLC $70 mil 1st-lien term loan A due 2021 B- Recovery rating 3L MOSAIC ALTERNATIVE: US Trustee Forms 3-Member Committee for Unit ---------------------------------------------------------------- Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Dec. 8, 2016, appointed three creditors of Mosaic Alternative Assets, Ltd., to serve on the official committee of unsecured creditors. The committee members are: (1) Michael I. Shields Brookfield House 23 Culcavy Road Hillsborough, Northern Ireland BT26 6JD Tel: 011-44-2892-683-268 E-mail: michael.shields@btconnect.com (2) Alvaro A. Teixeira Vargas Av. Antonia Pizinato Sturion, 1200 Condominio Agua Seca Piracicaba, SP Brazil Tel: 55-19-99657-5353 E-mail: alvaro@bra-agroquimica.com.br (3) Reto A. Brunschwiller P.O. Box 5832 CH-3001 Bern, Switzerland Tel: 0041-31-752-00-51 E-mail: retobr@bluewin.ch Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Mosaic Management Group Mosaic Management Group, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by Charles Thomas Ryals, president and chief executive officer. Judge Erik P. Kimball presides over the case. The Debtors were represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP. Mosaic Management Group, Inc., estimated assets at $0 to $50,000 and liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd. estimated assets at $50 million to $100 million and liabilities at $1 million to $10 million. The Troubled Company Reporter, on Sept. 16, 2016 reported that the Debtor hired Tripp Scott, P.A. as its legal counsel. The Debtors employ Longevity Asset Advisors, LLC as consultant and sales agent; GlassRatner Advisory & Capital Group, LLC, as their financial advisors and accountants; and Erwin Legal PLC, as special counsel. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23 appointed four creditors of Mosaic Alternative Settlements, Inc., (MASI) to serve on the official committee of unsecured creditors. The MASI committee hires Furr and Cohen, P.A. as its legal counsel, and hire Genovese, Joblove & Battista, P.A., as special counsel. MUNIRE FURNITURE: Former CFO Gets 17 Years Jail Time for Fraud -------------------------------------------------------------- Pete Brush, writing for Bankruptcy Law360, reported that U.S. District Judge Ronnie Abrams in Manhattan sentenced Norman D'Souza, an India-born former chief financial officer, to two years in prison for a $17 million scheme to dupe Bank Leumi into backing a now-bankrupt New Jersey furniture company, departing sharply downward from guidelines calling for a sentence in the range of five years. According to the report, Judge Abrams said Mr. D'Souza did not defraud the bank out of greed and called him a decent man who was unlikely to commit crimes in the future. In April this year, Preet Bharara, the United States Attorney for the Southern District of New York, and Diego Rodriguez, the Assistant Director-in-Charge of the New York Field Office of the Federal Bureau of Investigation, announced that Mr. D'Souza pled guilty to participating in a fraudulent scheme to obtain $17 million in loans from a commercial bank based in New York, New York and $1 million in municipal loans from Gas City, Indiana, by making false statements and providing false and fraudulent documents concerning his companies' financial condition. Mr. D'Souza pled guilty before District Judge Abrams. D'Souza, 50, of Monmouth Junction, New Jersey, pled guilty to one count of conspiracy to commit bank fraud, which carries a maximum sentence of 30 years in prison, and one count of conspiracy to commit wire fraud, which carries a maximum sentence of 20 years in prison. According to the allegations contained in the Information to which Mr. D'Souza pled guilty and statements made during his plea proceeding, from in or about 2011 until in or about September 2014, the New Jersey company, through D'Souza and others, fraudulently induced the Bank into lending the company millions of dollars by repeatedly making false and misleading statements about the New Jersey company's financial condition. D'Souza falsely inflated the New Jersey company's sales and accounts receivable on “borrowing base certificates” and in financial statements that D'Souza provided to the Bank pursuant to loan agreements. D'Souza used those falsely inflated sales and accounts receivable to mislead the Bank about the New Jersey company's true financial performance, which enabled the New Jersey company to secure and draw down a $17 million revolving credit facility from the Bank. The New Jersey company ultimately defaulted on the loans issued by the Bank in September 2014. At that time, the outstanding balance of the loans was approximately $16.99 million. Separately, in 2012, the City of Gary offered loans and other financial incentives to the Indiana company in return for the company's agreement to operate a furniture factory in the City and employ local residents. Among other things, D'Souza falsely inflated the Indiana company's sales figures in financial statements provided to the City. The false financial statements misled the City about the Indiana company's true financial performance and enabled the Indiana company to secure and draw down more than $1 million in loans from the City. The Indiana company ultimately defaulted on the loans issued by the City in September 2014. At that time, the outstanding balance of the loans was $1 million. Munire Furniture Company, Inc., based in Piscataway, N.J., filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 14-29229) on September 19, 2014, in Trenton. Judge Christine M. Gravelle presides over the case. David L. Bruck, Esq., at Greenbaum, Rowe, Smith, & Davis LLP, serves as the Debtor's counsel. NEP/NCP HOLDCO: Moody's Affirms B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family Rating (CFR) of NEP/NCP Holdco, Inc. (NEP) and revised the rating outlook to negative from stable. Moody's also affirmed the B1 rating on NEP's existing first lien credit facilities and Caa1 rating on the company's existing second lien term loan. Moody's assigned a B1 rating to the proposed up to EUR270 million ($290 million) first lien term loan to be issued by NEP Europe Finco B.V., a subsidiary of NEP / NCP Holdco, Inc. The negative rating outlook reflects NEP's consistently negative free cash flow as it pursues an acquisition driven growth strategy in a competitive and capital-intensive business. Moody's expects NEP's heavy capital-expenditure driven investments will moderate over the next 12-18 months as the number of contract renewals faced and bids on new agreement moderate from the high level in 2016, and outlays related to a fire at the company's UK facility will not reoccur. The incremental organic growth due to new contract wins, along with moderation of capital expenditures over the course of 2017, should facilitate NEP's de-levering over Moody's forecast horizon, as no material contracts are expected to expire during the next two years. However, visibility into a return to sustainably positive free cash flow is low and Moody's expects NEP to remain acquisitive in its business strategy, with a likelihood that near-term earnings may not fully offset investment needs required to grow and maintain NEP's business. The incremental $290 million first lien debt proceeds will be used to finance NEP's acquisition of Avesco PLC for GBP124 million British pounds ($154 million US dollars) and repay certain existing debt within NEP's capital structure. Avesco provides audio-visual services for corporate, exhibition, sports and entertainment markets, beneficially providing NEP with entry into a corporate market within the US and a stronger presence in the UK live events market. The newly raised debt will have a broader collateral pledge of both US and European assets whereas the collateral supporting the existing first and second lien debt is limited to US assets. However, the credit agreement will contain a collateral allocation mechanism that will equalize the recovery of first lien revolver and term loan lenders to NEP and NEP Europe Finco B.V. by re-allocating exposures to individual tranches based on lenders' pro-rata share of total first lien debt in the event of default. As a result, Moody's ranks the first lien debt of NEP and NEP Europe Finco B.V. the same in the loss given default framework and rates the facilities the same at B1. NEP/NCP Holdco, Inc. -- Corporate Family Rating, Affirmed at B2 -- Probability of Default Rating, Affirmed at B2-PD -- First Lien Bank Credit Facilities, Affirmed at B1, LGD3 -- Second Lien Term Loan due July 22, 2020, Affirmed at Caa1, LGD5 -- Outlook, Revised to Negative from Stable NEP Europe Finco B.V. -- First Lien Bank Credit Facility, Assigned B1, LGD3 -- Outlook, Assigned Negative RATINGS RATIONALE The Avesco acquisition expands NEP's audio-visual services to broader geographies and clients, with strong presence in the UK live events market and US corporate / exhibitions, which would be a new business area for NEP. Avesco also has presence in the Netherlands and the Middle East, further expanding NEP's presence in these regions. While the acquisition is leverage neutral for NEP, and the acquired assets are less capital intensive than NEP's core business, Moody's considers NEP's credit profile as risky, as its acquisitive business strategy along with heavy investment in capital expenditures to fund new business growth and sustain its market position continues to result in negative free cash flow. The expected repayment of revolving credit facility via a term-loan accordion further increases the total term-debt of the company, as acquisitions and heavy capital expenditures continue to drive NEP's scale expansion. The fully debt financed acquisition at an approximate 5x EBITDA multiple reflects less contractually guaranteed revenue stream and smaller scale of Avesco's business. Though entry into a new, corporate client market, which contributes a material share to Avesco's earnings, broadens NEP's client diversity, this acquisition may present a new strategic challenge for the company, as it continues to integrate frequent acquisitions within its core primary business. Moody's believes NEP's sizable acquisition activity is favorably increasing the company's scale and diversity. However, the company has yet to translate the increased scale into positive free cash flow or an EBITDA less capital expenditures-to-interest coverage ratio of at least 1x and this is weighing on the credit profile. NEP's B2 CFR reflects the company's aggressive acquisitive operating structure and its heavy investment in capital spending ahead of new contracts impacting free cash flow performance due to lag between earnings and investment. The capital intensity of NEP's business combined with substantial interest expense related to the debt and capital leases provides for limited flexibility to withstand potential performance deterioration relative to management expectations. The company's weak capital structure, including leverage of approximately 5.6x debt-to-EBITDA pro forma for Avesco and other recent acquisitions and related financing, poses significant risk for a company seeking to expand organically and through acquisitions in related segments and new geographies. While NEP's organic revenue growth is benefitting from new contact wins after several years of relatively flat revenue performance excluding acquisitions, a majority of the company's growth remains via its acquisition strategy. NEP's continued international expansion increases its exposure to foreign currency, resulting in potential for greater unexpected volatility in reported operating results. The company's long standing leading position within its niche business facilitates good client relationships as well as access to potential acquisitions, and its contractual relationships with key broadcast networks and cable channels provide some measure of revenue stability. NEP faces competition from smaller providers, but its growing scale and geographic diversity leave it less vulnerable to competition for any particular event or within a given region. However, Moody's remains concerned over the pace of the implementation of the company's acquisition strategy and its effect on the credit metrics of the business, such as free cash flow and interest coverage. NEP's sponsor ownership further constrains the rating via increased likelihood of leveraging events, such as acquisitions and dividends. A downgrade could occur if the ongoing acquisitive growth strategy continues to drive negative free cash flow and weak EBITDA less capital expenditures-to-interest coverage of less than 1x EBITDA. Deterioration of liquidity or expectations for sustained leverage of 6x debt-to-EBITDA or higher would also likely lead to a downgrade. Given the current trajectory of the business, Moody's does not anticipate an upgrade in the foreseeable future. Sustained positive free cash flow, along with leverage remaining near mid-5x could lead to the outlook being revised to stable. Adequate or better liquidity would also be necessary for a stable outlook. An upgrade would require profitable growth leading to debt-to-EBITDA around 4x or lower, and free cash flow-to-debt of at least 5%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. NEP/NCP Holdco, Inc. (NEP) provides outsourced media services necessary for the delivery of live broadcast of sports and entertainment events to television and cable networks, television content providers, and sports and entertainment producers. Its major customers include television networks such as ESPN, and key events it supports include the Super Bowl, the Olympics and sporting events such as Major League Baseball and Sky and Scottish Premier League football, as well as entertainment shows such as American Idol and The Voice. The company is owned by Crestview Partners and the Carlyle Group. NEP maintains its headquarters in Pittsburgh, Pennsylvania. Revenue for the 12 months ended September 2016 was approximately $940 million pro forma for the Avesco and other recent acquisitions. NOBLE ENVIRONMENTAL: Court Confirms Ch. 11 Plan ----------------------------------------------- Sarah Chaney, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. Bankruptcy Judge Kevin Gross in Delaware on December 9 approved the reorganization plan of Noble Environmental Power LLC, a bankrupt wind-energy company backed by billionaire Michael Dell. According to the WSJ, Judge Gross approved the plan, which allows the company's key lender, Michael Dell's MSD Capital, to take a 100% stake in the reorganized wind-energy company. According to the disclosure statement explaining the Debtor's amended plan dated November 1, 2016, the Secured Lender Claim, classified as Class 3, will be Allowed, in the aggregate, in the amount of $215,134,126.26. On or as soon as practicable after the Effective Date, in full and final satisfaction, settlement, release and discharge of and in exchange for the Secured Lender Claim, (i) the Secured Lender Claim will be reinstated as follows: (a) the Claim will be reduced in principal amount outstanding by 10% (so as to be Allowed in the amount of $193,620,713.63); (b) the maturity date of the Claim will be extended by five years (resulting in a maturity date of July 31, 2022); and (c) to the extent the rate is lower than the current applicable interest rate, the interest rate applicable to the Claim will be the applicable mid-term Federal Rate in effect as of the Effective Date of the Plan; (ii) the Lender will receive 100% of the New Equity in Reorganized NEP. Each holder of Class 4 - General Unsecured Claim will, at the discretion of Reorganized NEP: (i) receive Cash in an amount equal to the full principal amount of such Allowed General Unsecured Claim, provided that the payment will not include any interest, late fees, or expenses (including without limitation attorney's fees and expenses), (ii) receive other treatment as may be agreed between such holder and Reorganized NEP, or (iii) receive such other treatment that will render it Unimpaired pursuant to Section 1124 of the Bankruptcy Code. J.P. Morgan Chase & Co., which owned a 29% stake in the wind-farm company, and the Canada Pension Plan Investment Board, a Canadian pension fund that owns 14.3%, will see their existing equity stakes wiped out under the deal, the WSJ noted. A full-text copy of the Amended Disclosure Statement dated November 1, 2016, is available at: http://bankrupt.com/misc/deb16-12055-120.pdf About Noble Environmental Noble Environmental Power LLC, a wind-energy company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12055) on September 15, 2016. The Hon. Brendan Linehan Shannon presides over the case. In its petition, the Debtor estimated $100 million to $500 million in both assets and liabilities. The petition was signed by Kay McCall, president and chief executive officer. The Debtors hired Morgan, Lewis & Bockius LLP and Young Conaway Stargatt & Taylor, LLP as counsel. American Legal Claim Services, LLC served as administrative advisor. The Office of the U.S. Trustee on Oct. 5 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case. NUANCE COMMUNICATIONS: Moody's Assigns Ba3 Rating on Unsecured Debt ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Nuance Communications, Inc.'s proposed senior unsecured notes. The proceeds of the notes will be used for general corporate purposes. The ratings outlook is stable. RATINGS RATIONALE Nuance's Ba3 corporate family rating reflects its leading position in the voice recognition and language understanding software industry offset by uncertain revenue growth prospects, high leverage levels (estimated at 6.2x as of September 30, 2016, pro forma for the proposed issuance) and a history of significant share buybacks. Though leverage is high, free cash flow is expected to remain strong as non-cash stock compensation remains a large component of expenses. Free cash flow to debt is estimated at approximately 19% pro forma for the proposed issuance. While the company continues to maintain a leading position within the markets it serves, the company's growth profile has slowed due to changing product mix in its healthcare end market and challenging conditions in the mobile devices end market. The company is also increasingly shifting its products to a subscription purchase model, which has softened GAAP results. Although the company has slowed its pace of acquisitions in recent periods, we expect acquisitions will continue to be an important part of the company's growth strategy. The ratings incorporate the expectation that the company will continue to use a mix of cash, debt and stock to finance acquisitions. The stable ratings outlook reflects Moody's view that though leverage will remain high in the next 12 to 18 months, free cash flow generation will be strong, and share repurchases will be minimal. The ratings could be upgraded if the company returns to organic growth and leverage is on track to fall below 5.5x and free cash flow to debt is sustained above 20%. The ratings could be downgraded if pro forma leverage is expected to exceed 7x on other than a temporary basis, or the free cash flow to debt ratio falls below 10%. The ratings could also be lowered if there are detrimental changes in Nuance's core business segments or its competitive position. Nuance's speculative grade liquidity rating of SGL-1 indicates a very good liquidity profile, driven by our expectation of strong free cash flow, strong cash balances and an undrawn $243 million revolver. Pro forma for the proposed unsecured note issuance, the company is expected to have a cash balance in excess of $350 million and short term investments of $99 million. Nuance is expected to generate about $500 million of annualized CFO over the next 12 to 18 months. Assignments: Issuer: Nuance Communications, Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) The principal methodology used in this rating was "Software Industry" published in December 2015. Nuance Communications, Inc., headquartered in Burlington, MA is a leading provider of speech, text and imaging software solutions for businesses and consumers. The company had revenues of $1.95 billion for the year ended September 30, 2016. NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $500MM Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating and '3' recovery rating to Burlington, Mass.-based natural language technology and imaging solutions provider Nuance Communications Inc.'s proposed $500 million unsecured senior notes due 2026. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; lower half of the range) recovery in the event of default. The company will use the net proceeds, and cash on hand to fund a $600 million partial redemption of its $1.05 billion unsecured senior notes due 2020. The company's notes offering does not affect S&P's 'BB-' corporate credit rating on the company. In addition, the company has no meaningful impending debt maturities to address except its 2.75% $395 million convertible notes due 2031, which become putable in November 2017. Nuance Communications' pro forma leverage (including our surplus cash adjustment) was in the low 4x area as of Sept. 30, 2016, including the proposed transactions. S&P expects Nuance Communications' leverage to decline to 4x or below over the next 12 months because of EBITDA expansion from recent acquisitions and cost savings. Nuance has experienced flat revenue growth and continued good free operating cash flow. Cost savings initiatives have also yielded modest margin improvement. S&P's corporate credit rating on Nuance Communications reflects the company's competition against larger industry players, high research and development spending to maintain its competitive position, revenue growth challenges, and declining traditional health care transcription business. However, the company's leading position in voice and language technology, significant recurring revenue base, and diverse end-market exposure somewhat offset those factors. RATINGS LIST Nuance Communications Inc. Corporate Credit Rating BB-/Stable/-- New Rating Nuance Communications Inc. $500 mil. notes due 2026 Senior Unsecured BB- Recovery Rating 3L OMNI LOOKOUT: Wants to Use LB-UBS Cash Collateral ------------------------------------------------- Omni Lookout Ridge, LP, asks the U.S. Bankruptcy Court for the Western District of Texas for authorization to use the cash collateral of LB-UBS 2007-C2 Lookout Ridge Boulevard, LLC. LB-UBS holds a deed of trust lien on the Debtor's interest in certain commercial real estate, a 143 unit apartment complex situated on 4.28 acres located at 201 Lookout Ridge Blvd., Harker Heights, Texas. The Debtor's interest in the property, which the Debtor valued at $2,797,383 based upon the Bell County, Texas Central Appraisal District's valuation, secures LB-UBS' first lien debt of approximately $4.4 million, as of the Petition Date. The Debtor tells the Court that it needs to use cash collateral to pay the reasonable expenses of its business operations as the landlord of the Property and the reasonable expenses of the administration of the case. The Debtor's proposed Budget covers the period beginning September 2016 through December 2016. The Budget provides for total expenses in the amount of $4,154 for September 2016, $23,667 for October 2016, $$43,180 for November 2016, and $48,083 for December 2016. A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/OmniLookout2016_1611048tmd_36.pdf About Omni Lookout Ridge, LP Omni Lookout Ridge, LP aka Omni G.P., LLC, General Partner filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-11048) on September 6, 2016. The petition was signed by Gregory Hall, manager. The Debtor is represented by Frank B. Lyon, Esq. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million. P & L GAS: To Contribute $7.2K to Escrow Account for Unsecureds --------------------------------------------------------------- The Debtor filed with the U.S. Bankruptcy Court for the Southern District of Texas a first amended plan of reorganization and disclosure statement. On the 90th day following the Effective Date and every 90 days thereafter, the Reorganized Debtor will make a contribution of $7,200 to an escrow account for the benefit of the holders of Class 11 - Allowed Unsecured Claims. On the one-year anniversary of the Effective Date, the contents of the escrow account for that year will be distributed on a pro rata basis to the allowed unsecured creditors of the estate. The contributions and disbursements will continue until the eighth anniversary of the Effective Date has occurred, or earlier if the unsecured creditors with allowed claims have been paid in full. The Allowed Class 11 Claims of Unsecured Creditors are impaired. The Debtor has continued its operations and is obtaining new contracts which will provide the income necessary to fund the payments in the Plan, in addition to the servicing of the existing customer base. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-30165-61.pdf P & L Gas Dispensers LLC was originally opened as P & L Maintenance as a sole proprietorship with Pedro Gonzalez Navarro as owner. In 2003 the company became P & L Gas Dispensers, LLC, with Mr Navarro as the manager of the Debtor, and sole member. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 16-30165) on Jan. 5, 2016. The Debtor is represented by James Patrick Brady, Esq., at Brady Law Firm. PALMAZ SCIENTIFIC: Court Refuses to Enjoin Turnbull Investors Suit ------------------------------------------------------------------ Judge Craig A. Gargotta of the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, granted in part and denied, in part, Julio Palmaz, M.D.'s motion for enforcement of the injunction provisions of Palmaz Scientific, Inc.'s confirmed joint plan of reorganization. On July 22, 2016, a group of investors in the debtor collectively called the "Turnbull Plaintiffs" filed a suit against Dr. Palmaz in Dallas County. Additionally, prior to the bankruptcy case, a second group of investors in Palmaz Scientific (the "Ehrenberg Plaintiffs") asserted claims against Palmaz Scientific, Dr. Palmaz and Steven B. Solomon in state court in Dallas County. On September 30, 2016, Dr. Palmaz filed his Motion for Enforcement of Injunction requesting the Court to the Ehrenberg and the Turnbull Plaintiffs from their respective suits against him under the injunction provisions of the debtors' confirmed joint plan of reorganization. Dr. Palmaz also requested the Court to award attorney's fees and costs after a hearing to establish the amount of said fees. Dr. Palmaz argued that the language of the confirmation order and plan prohibits commencement or continuation of any action against Litigation Trust Assets (as created by the confirmed plan) or the D&O policies because only the Litigation Trustee has standing to commence or prosecute D&O Claims for the beneficiaries of the Litigation Trust. Thus, Dr. Palmaz argued that the claims alleged by the Ehrenberg or Turnbull Plaintiffs must be brought by the Litigation Trustee, if they are to be brought at all, because the claims fall within the definition of "D&O Claims" which were vested in the Litigation Trustee pursuant to the terms of the confirmed plan. On October 5, 2016, the Litigation Trustee joined Dr. Palmaz's motion and requested the Court to likewise enjoin the Ehrenberg and Turnbull Plaintiffs from commencing or continuing their suits against Dr. Palmaz. The Trustee argued, first, that the claims asserted against the former officers and directors of the debtors are derivative claims which belong to the debtors and that those claims were transferred to the Litigation Trust upon confirmation of the plan. Second, the Trustee argued that, even if the shareholders are able to pursue individual claims, the recovery for such claims implicates the available director and officer liability insurance policies, which were transferred to the Litigation Trust as an asset. Therefore, the Trustee requested the injunction be enforced to safeguard the property of the Litigation Trust for equitable distribution to its beneficiaries. In their Response filed October 11, 2016, the Turnbull Plaintiffs argued that the claims they have alleged in the state court suit against Dr. Palmaz are direct claims for which the Litigation Trust has no standing and for which Palmaz Scientific would not be directly liable. Additionally, the Turnbull Plaintiffs argued that they do not seek to recover from any insurance proceeds as Dr. Palmaz and the Litigation Trustee contend. Rather, the Turnbull Plaintiffs argued that they intend only to recover from the personal assets of Dr. Palmaz and the other responsible individuals -- not Palmaz Scientific. The Turnbull Plaintiffs further argued that the possibility that the D&O insurance policy might advance defense costs to Dr. Palmaz is inapposite when considering that a release of third parties for direct claims on the basis that D&O coverage might be implicated would impermissibly convert every direct claim into a derivative claim and thereby, accomplish impermissible third party releases by confirmation of the bankruptcy plan. The Ehrenberg Plaintiffs did not file a response to Dr. Palmaz's motion. In reviewing the Complaint and accepting all allegations as true, Judge Gargotta concluded that the allegations listed support only personal causes of action and personal injury so that the Turnbull Plaintiffs' claims cannot be considered derivative. The Turnbull Plaintiffs' causes of action are personal to each investor and do not necessarily result in harm to the debtors or all stockholders in general. As such, Judge Gargotta concluded that the causes of action asserted in the Turnbull Plaintiffs' Complaint are solely direct claims for which the plan and confirmation order do not provide an injunction or third party release. Further, Judge Gargotta held that if the Turnbull Plaintiffs assert claims against Dr. Palmaz which did not result in damage to the debtors, then such claim is not a part of the Litigation Trust Assets and the confirmation order does not vest standing to pursue such a claim in the Trustee. With respect to the D&O policies, Judge Gargotta found that section 6.6(d) of the plan does not act as a bar to any direct claims brought against former directors and officers that may have an effect on the D&O policies. The judge explained that the plan vests the right to control the D&O Insurance Recoveries, including negotiation and settlement, but explicitly does not limit the rights of the former officers and directors to seek coverage under the policies. Judge Gargotta found that, if the Turnbull Plaintiffs only seek to recover from the personal assets of Dr. Palmaz and not the insurance policies, the plan allows Dr. Palmaz to seek whatever coverage he is entitled to under the policies without barring the Turnbull Plaintiffs' direct claims. On the other hand, Judge Gargotta found that the Ehrenberg Complaint differs from the the Turnbull Plaintiffs' Complaint in several key ways that support enjoining the Ehrenberg suit: (1) Palmaz Scientific, Inc. remains a named defendant. (2) The Ehrenberg Plaintiffs raised allegations of fraud or breach of duties for actions taken after the plaintiffs invested in the corporation which affected all stockholders equally and would have caused harm to the debtors. Such claims would be derivative and belong to the Litigation Trust. (3) The Ehrenberg Plaintiffs raised agency allegations which may require harm to have resulted to the debtors if the corporation must be a named defendant in order to allege agency. Insofar as agency is alleged, Judge Gargotta held that the Court will not parse through the Ehrenberg Complaint in an attempt to presume what causes of action the plaintiffs may allege as direct claims. As such, Judge Gargotta granted Dr. Palmaz's request to enforce the injunction and required the Ehrenberg Plaintiffs to amend their Complaint within 14 days to reflect only those causes of action which they believe do not run afoul of the injunctive language of the plan and confirmation order. In summary, Dr. Palmaz's Motion for Enforcement of Injunction was therefore denied as to the Turnbull Plaintiffs, but granted as to the Ehrenberg Plaintiffs. The case is IN RE: PALMAZ SCIENTIFIC INC., Chapter 11, Debtor. IN RE: ADVANCED BIO PROSTHETIC, SURFACES, LTD., Chapter 11, Debtor. IN RE: ABPS MANAGEMENT, LLC, Chapter 11, Debtor. IN RE: ABPS VENTURE ONE, LTD., Chapter 11, Debtor, Case Nos. 16-50552-CAG, Jointly Administered Under, 16-50555-CAG, 16-50556-CAG, 16-50554-CAG (Bankr. W.D. Tex.). A full-text copy of Judge Gargotta's November 22, 2016 order is available at https://is.gd/qYhb5N from Leagle.com. Palmaz Scientific Inc. is represented by: William B. Kingman, Esq. 4040 Broadway, Suite 450 San Antonio, TX 78209 Tel: (210)829-1199 Fax: (210)821-1114 Christopher Boyle is represented by: Thomas W. McKenzie, Esq. LAW OFFICES OF THOMAS W. MCKENZIE 669 Airport Freeway, Suite 202 Hurst, TX 76053 Tel: (817)282-3868 Fax: (817)268-1563 About Palmaz Scientific Headquartered in San Antonio, Texas, Palmaz Scientific is a research and development company dedicated to the advancement of the technology and science of medical implants. Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552, 16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016. The petitions were signed by Eugene Sprague as director. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors have engaged Norton Rose Fulbright US LLP as counsel, Groff & Rothe as accountants and Upshot Services LLC as noticing agent. The cases are assigned to Judge Craig A. Gargotta. PARKLAND FUEL: DBRS Confirms BB Rating on Senior Unsecured Notes ---------------------------------------------------------------- DBRS Limited confirmed the Issuer Rating and Senior Unsecured Notes rating of Parkland Fuel Corporation (Parkland or the Company) at BB with Stable trends. The recovery rating on the Senior Unsecured Notes remains at RR4. The confirmation reflects Parkland's announced acquisition of the majority of CST Brands, Inc.'s Canadian business (the Acquisition; see August 22, 2016, press release) as well as its organic operating performance through Q3 2016, which benefited from the inclusion of Pioneer Energy LP, despite ongoing challenges caused by a weak economic environment in Western Canada. In the near term, Parkland's earnings profile is expected to benefit from the Acquisition, which is expected to close in Q1 2017 while organic operating performance is expected to remain challenged by a weak economic environment in Western Canada. Fuel volumes are expected to increase significantly to above the 13.3 billion litre level, driven primarily by the Acquisition. Gross margins on a cents-per-litre basis should remain relatively stable over the longer term while the Company is expected to continue to focus on improving efficiency, reducing costs and achieving synergies (including potential supply synergies). As such, DBRS forecasts that EBITDA should increase toward the $330 million level in the near term after the Acquisition (versus approximately $215 million for the LTM ended Q3 2016). Parkland's financial profile is expected to remain acceptable for the current rating subsequent to the Acquisition, despite a significant increase in balance-sheet debt, as the Company's stated deleveraging plan should return key credit metrics to levels that are considered acceptable for the BB rating level within a reasonable time frame (12 months to 18 months). Cash flow from operations should continue to track operating income while capital expenditures are expected to remain elevated as recent acquisitions are integrated and Parkland continues to invest in organic growth. Gross dividends will continue to increase, driven largely by shares issued to help fund the Acquisition, while cash dividends are expected to continue to benefit from continued meaningful participation in the Dividend Reinvestment Plan (DRIP). The Company is expected to use free cash flow to repay debt in the near term as part of its stated deleveraging intention. Over the longer term, DBRS expects that Parkland will continue to seek growth through acquisitions. Should the Company be challenged to return credit metrics to acceptable levels for the current rating (i.e., lease-adjusted debt-to-EBITDAR below 4.0 times (x)) versus approximately 4.20x pro forma the Acquisition within a reasonable time frame because of weaker-than-expected operating performance or more aggressive-than-expected financial management, the ratings could be pressured. Over the longer term, however, if Parkland’s organic performance stabilizes, it successfully integrates recent acquisitions and reduces its reliance on the DRIP to fund the dividend while displaying sustainably strong credit metrics (i.e., lease-adjusted debt-to-EBITDAR toward 3.5x, improving EBITDA interest coverage and positive free cash flow (after the gross dividend)), a positive rating action could result. Notes: All figures are in Canadian dollars unless otherwise noted. The related regulatory disclosures pursuant to the National Instrument 25-101 Designated Rating Organizations are hereby incorporated by reference and can be found by clicking on the link to the right under Related Research or by contacting us at info@dbrs.com. The applicable methodologies are Rating Companies in the Merchandising Industry and DBRS Criteria: Recovery Ratings for Non-Investment Grade Corporate Issuers, which can be found on our website under Methodologies. The rated entity or its related entities did participate in the rating process. DBRS had access to the accounts and other relevant internal documents of the rated entity or its related entities. The full report providing additional analytical detail is available by clicking on the link under Related Research at the right of the screen or by contacting us at info@dbrs.com. RATINGS Issuer Debt Rated Rating Action Rating ------ ---------- ------------- ------ Parkland Fuel Issuer Rating Confirmed BB Corporation Parkland Fuel Senior Unsecured Confirmed BB Corporation Notes PATRIOT COAL: Court Dismisses Clawback Suit vs. W. Va. Tax Dept. ---------------------------------------------------------------- Judge Keith L. Phillips of the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division, granted the West Virginia State Tax Department's motion to dismiss the adversary proceeding captioned Eugene Davis, solely in his capacity as Liquidating Trustee for the PCC Liquidating Trust, Plaintiff, v. West Virginia State Tax Department, Defendant, Adv. Pro. No. 16-03109-KLP (Bankr. E.D. Va.). Eugene Davis, liquidating trustee for the PCC Liquidating Trust, successor-in-interest to the debtors Patriot Coal Corporation, Panther, LLC, Catenary Coal Company, and Coyote Coal Company, filed a "Complaint for Turnover of Tax Refund" against the West Virginia State Tax Department seeking the turnover of at least $5,082,011.72 in tax refunds and interest. In the Complaint, the Trustee alleged that the tax refunds owed to Panther, Patriot, Catenary and Coyote constitute property of the estate under 11 U.S.C. section 541 that is due and owing to the Liquidating Trust and is therefore subject to turnover pursuant to 11 U.S.C. section 542. In response, the Tax Department filed a motion to dismiss, contending that the Complaint must be dismissed because the Court lacks jurisdiction to adjudicate the Trustee's claims on the basis of sovereign immunity. Alternatively, in the Motion to Dismiss, the Tax Department contended that the Court should abstain from adjudicating the Trustee's claims. Judge Phillips found that the inadequacies of the Complaint are apparent when one considers that the Trustee merely asserted that he has demanded the tax refunds, that the Tax Department has conceded that the Settlement Agreement did not include a release of the Trustee's claim, and that the refunds constitute property of the estate that are now due and owing. The judge found that while the Trustee's allegations and supporting exhibits may very well support an argument that he is entitled to the refunds claimed, they do not establish undisputed ownership as required for a 11 U.S.C. section 542 turnover proceeding. Paragraph 26 of the Complaint, asserting that the Court is not barred from determining the Trustee's right to a tax refund by virtue of 11 U.S.C. section 505(a)(2)(B), implicitly acknowledged that the Trustee is asking the Court to determine such right. Accordingly, Judge Phillips found that the Trustee has failed to state a claim for the relief sought. A full-text copy of Judge Phillips' November 22, 2016 memorandum opinion is available at https://is.gd/zdRM4M from Leagle.com. Patriot Coal Corporation is represented by: Peter Barrett, Esq. Michael A. Condyles, Esq. Loc Pfeiffer, Esq. Jeremy S. Williams, Esq. KUTAK ROCK LLP Bank of America Center 1111 East Main Street, Suite 800 Richmond, VA 23219-3500 Tel: (804)644-1700 Fax: (804)783-6192 Email: peter.barrett@kutakrock.com michael.condyles@kutakrock.com loc.pfeiffer@kutakrock.com jeremy.williams@kutakrock.com -- and -- Patrick J. Potter, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP 1200 Seventeenth Street, NW Washington, DC 20036 Tel: (202)663-8000 Fax: (202)663-8007 Email: patrick.potter@pillsburylaw.com Judy A. Robbins, U.S. Trustee, is represented by: Shannon Pecoraro, Esq. Robert B. Van Arsdale, Esq. OFFICE OF THE U.S. TRUSTEE 701 East Broad Street, Suite 4304 Richmond, VA 23219 Tel: (804)771-2310 Fax: (804)771-2330 Official Committee of Unsecured Creditors, Creditor Committee, is represented by: Paula S. Beran, Esq. Lynn L. Tavenner, Esq. TAVENNER & BERAN, PLC 20 North Eigth Street, Second Floor Richmond, VA 23219 Tel: (804)783-8300 Fax: (804)783-0178 Email: pberan@tb-lawfirm.com ltavenner@tb-lawfirm.com About Patriot Coal Corporation Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & Beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. PBA EXECUTIVE: Seeks to Hire McMahon as Legal Counsel ----------------------------------------------------- PBA Executive Suites, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Brian K. McMahon, P.A. to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors in the preparation of a bankruptcy plan, and provide other legal services. The firm will be paid an hourly rate of $400 for its services. Brian McMahon, Esq., disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or their bankruptcy estate. The firm can be reached through: Brian K. McMahon, Esq. Brian K. McMahon, P.A. 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Phone: 561-478-2500 Email: briankmcmahon@gmail.com About PBA Executive Suites PBA Executive Suites, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on December 3, 2016. The petition was signed by William Smith, chief financial officer. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. PGX HOLDINGS: S&P Affirms 'B+' Rating on Sec. 1st-Lien Term Loan ---------------------------------------------------------------- S&P Global Ratings affirmed its issue-level ratings on Salt Lake City, Utah-based consumer credit repair solutions provider PGX Holdings Inc.'s secured first-lien term loan and senior secured second-lien term loan at 'B+' and 'CCC+', respectively. S&P's recovery ratings on the first-lien and second-lien term loan remain '2' and '6', respectively. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; upper half of the range) of principal in the event of a payment default. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%). The rating action follows the company's announced $125 million add-on transaction. S&P is also removing the "under criteria observation" designation from our issue-level ratings on the company, which S&P assigned after it published its revised recovery ratings criteria on Dec. 7, 2016. S&P's 'B' corporate credit rating and stable rating outlook on PGX remain unchanged. This transaction will raise PGX's total funded debt to approximately $525 million, and S&P anticipates that the company's adjusted leverage will increase to the high-4x range from the high-3x range as of the Sept. 30, 2016, attributable to the incremental debt. S&P expects leverage to decline to the low-4x area as the company continues to exhibit strong revenue growth and EBITDA growth, acquire new customers, and introduces new products and services. S&P would view debt-funded acquisitions, although unlikely, as a deviation from historical financial policies that could potentially lead to a negative ratings action. RECOVERY ANALYSIS S&P's simulated default scenario contemplates a default in 2019, stemming primarily from a failure to acquire new customers due to increasing price competition from other providers of credit repair services, marketing missteps, or a changing macroeconomic or regulatory environment that reduces consumer demand for credit repair. Due to the firm's relative lack of recurring revenues, if these factors caused a significant drop in revenues, S&P believes an EBITDA decline of about 25% would be sufficient to cause payment default. Simplified Recovery Waterfall: -- Emergence EBITDA: about $60 mil. -- Multiple: 5.5x -- Net recovery value for waterfall after administrative expenses: approximately $300 mil -- Obligor/non obligor valuation split: 100%/0% -- Value available for first lien claim: $300 mil. -- Estimated first lien claim: approximately $370 mil. -- Recovery range: 70%-90% (at the higher end) -- Value available for second lien claim: $0 -- Estimated second lien claim: approximately $170 mil. -- Recovery range: 0%-10% RATINGS LIST PGX Holdings Inc. Corporate credit rating B/Stable/-- Ratings Affirmed PGX Holdings Inc. Senior secured First-lien term loan B+ Recovery rating 2H Second-lien term loan CCC+ Recovery rating 6 PINK TRANSPORTATION: Seeks to Hire Jamison as Legal Counsel ----------------------------------------------------------- Pink Transportation LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Law Office of William E. Jamison, Jr. & Associates to give legal advice regarding its duties under the Bankruptcy Code, prepare a bankruptcy plan, assist in investigating and prosecuting claims, and provide other legal services. Mr. Jamison will charge $325 or $350 per hour for his services. William Jamison, Jr., Esq., disclosed in a court filing that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Jamison maintains an office at: William E. Jamison, Jr., Esq. William E. Jamison, Jr. & Associates 53 W. Jackson Blvd., Suite 309 Chicago, IL 60604 Tel: (312) 226-8500 Email: wjami39246@aol.com About Pink Transportation Pink Transportation, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-35730) on November 9, 2016. The petition was signed by Katrina Walker, authorized representative of the Debtor. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. PREMIER WELLNESS: Unsecureds To Recoup 5% Under Plan ---------------------------------------------------- Holders of allowed unsecured claims (Class 3) filed against Premier Wellness Centers LLC will be paid a distribution equal to approximately 5% of their allowed claims, in equal quarterly installments over 120 months, according to the Debtor's First Amended Plan of Reorganization dated November 18, 2016. The First Amended Plan provides that the Office of the U.S. Trustee has $1,950.93 outstanding administrative fees. The Original Plan, which was filed on November 1, stated that there was no outstanding payments due to the U.S. Trustee as of November 1. Class 1 - Allowed Secured Claim of JPMorgan Chase Bank, N.A., is in the amount of $308,232. Chase will apply all postpetition adequate protection payments first to postpetition interest and attorney's fees, and then any remainder will be applied to the principal balance of the claim. Commencing on the effective date, Chase's claim will be amortized over 10 years at 5% interest, with monthly payments estimated to be approximately $3,269.28 per month. Chase will retain its liens until the claim is paid in full. There will be no pre-payment penalty. Class 2 - Allowed Secured Claim of Fundation Group LLC is based on its prepetition lien amount of $57,962. The secured claim will be amortized over 15 years at 5% interest, with a balloon payment due September 30, 20123, of $36,205. The Debtor commenced monthly adequate protection payments in the amount of $458.36 on October 31, 2016. The Debtor proposes to fund the Plan from cash on hand and income from on-going business operations. A full-text copy of the First Amended Disclosure Statement dated November 18, 2016, is available at: http://bankrupt.com/misc/flsb16-10191-136.pdf A full-text copy of the Disclosure Statement dated November 1, 2016, is available at: http://bankrupt.com/misc/flsb_16-10191-130.pdf About Premier Wellness Centers Headquartered in Port Saint Lucie, Florida, Premier Wellness Centers LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10191) on Jan. 6, 2016, listing $384,400 in total assets and $2.56 million in total liabilities. The petition was signed by William Jensen, managing member. Judge Paul G. Hyman, Jr., presides over the case. Malinda L. Hayes, Esq., at Markarian Frank White-Boyd & Hayes, serves as the Debtor's bankruptcy counsel. PRO RESOURCES I: Can Get $1-Mil. DIP Financing on Final Basis ------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Pro Resources I, LLC to obtain postpetition financing from Marquette Transportation Finance, LLC on a final basis. Judge Mullin acknowledged that without the DIP Financing, the Debtor will not have the funds necessary to operate its business, maintain assets, or pay employees, payroll taxes, insurance, utilities, fuel suppliers and other vendors, overhead, lease expenses and other expenses required for the reorganization of the Debtor's business and to maximize the value of the Debtor's estate. The Debtor was authorized to borrow an aggregate amount not to exceed a loan balance of $1 million. The post-petition indebtedness will be secured by a first priority security interest in all present and future Accounts, all of Debtor’s other accounts; chattel paper, instruments, payment intangibles, general intangibles, and documents whether or not considered an Account under the terms of this Agreement; all assets including, without limitation, records, inventory, equipment of every kind and description; furniture and fixtures; deposit accounts; money; investment property; letters of credit; notes; tax refunds and insurance proceeds, and all their proceeds, excluding avoidance actions and other actions under Chapter 5 of the Bankruptcy Code and any proceeds or recoveries therefrom. The Debtor was authorized to use cash collateral, and any creditor holding a valid, enforceable, non-avoidable lien on any Accounts was granted a replacement lien in the post-petition collateral. A full-text copy of the Final Order, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/ProResources2016_1644041mxm11_53.pdf About Pro Resources I, LLC Pro Resources I, LLC, filed a chapter 11 petition (Bankr. N.D. Tex. Case No. 16-44041) on Oct. 20, 2016. The petition was signed by Doug Owens, sole member. The Debtor is represented by Charles Brackett Hendricks, Esq., at Cavazos, Hendricks, Poirot & Smitham, P.C. The case is assigned to Judge Mark X. Mullin. The Debtor disclosed total assets at $2.5 million and total liabilities at $1.8 million as of Sept. 30, 2016. PROCARE MOBILE: Whistleblower Seeks Sanctions vs. Witness --------------------------------------------------------- Kelcee Griffis, writing for Bankruptcy Law360, reported that a relator suing an ambulance transport company and a Los Angeles hospital told a California federal court that a former executive from the hospital's now-shuttered corporate parent should be penalized for missing a deposition. Julie A. Macias, a former nurse, called on the court to force Gary Lewis, Pacific Health Corp.'s former CEO, to pay about $7,900 for attorneys' fees and expenses associated with the missed deposition, which she called a "clear and total violation, without excuse." According to a Bankruptcy Law360 report in February last year, Ms. Macias' suit alleges that Los Angeles Metropolitan Medical Center, owned by Pacific Health Corp., knowingly billed millions of dollars in unnecessary, unlawful 5150 holds -- involuntary 72-hour hospital stays for observation and treatment of the mentally ill -- to Medicare and Medi-Cal, California's state Medicaid program, in violation of the False Claims Act. The suit alleges that defendant PROCare Mobile Response LLC received kickbacks as part of the scheme, transporting patients "without question" for LA Metro. Many patients, she claims, were removed from care and nursing homes while the ambulance company's medics "look[ed] the other way." In February 2015, PROCare said the suit should be stayed pending the outcome of its bankruptcy court proceedings. Los Angeles-based PROCare Mobile Response LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 15-10469) on Jan. 13, 2015, listing under $1 million in both assets and liabilities. Henry D. Paloci, Esq., at Henry D. Paloci III, PA, serves as bankruptcy counsel. PROGRESSIVE ACUTE: Seeks to Hire TFG Consulting as Accountant ------------------------------------------------------------- Progressive Acute Care, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire TFG Consulting, LLC. TFG will serve as accountant and consultant in the Chapter 11 cases of Progressive Acute Care and its affiliates. The services to be provided by the firm include the preparation of Medicaid and Medicare cost reports and any audit support that may be required. The firm will be compensated on a fixed-fee basis: PAC-Avoyelles Cost Reports $10,800 PAC-Oakdale Cost Reports $10,800 PAC-Winn Cost Reports $10,800 PAC Cost Reports $2,750 Michael Freeman, a certified public accountant employed with TFG, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtors or their bankruptcy estates. The firm can be reached through: Michael Freeman TFG Consulting, LLC 8550 United Plaza Blvd., Suite 702 Baton Rouge, LA 70809 Tel: 225-610-1100 Fax: 225-922-4550 About Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The Debtors are represented by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC. The case is assigned to Judge Robert Summerhays. The Debtors retained Solic Capital Advisors, LLC as their Financial Advisor. The Debtors estimated assets and debts at $10 million to $50 million at the time of the filing. PUBLICK HOUSE: Sale of Property to Chester PHH for $4.3M Approved ----------------------------------------------------------------- Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey approved the bidding procedures and the Asset Purchase Agreement and Lease Agreement entered into by and between debtors Publick House Holdings, LLC and Publick House Partners, LLC, one the one hand, and Chester Publick House Holdings, LLC, on the other, in connection with the sale of the Debtors' real and personal assets to Chester Publick House Holdings or its assigns for $4,250,000. A hearing on the Motion was held on Nov. 29, 2016 at 10:00 a.m. A copy of the bidding procedures and APA attached to the Notice is available for free at: http://bankrupt.com/misc/Publick_House_81_Sales.pdf Upon consideration of the objection of the Bank, the Debtors and Chester PHH agree to delete paragraphs 18 (a) and (b) from the APA. Subject to this modification, the APA and Lease between the Debtors and Chester PHH, be, and are approved. The allocation of the purchase price of the sale assets as set forth in the APA is approved. The TD Bank, N.A.'s request to make the proposed closing date in the APA "time of the essence," is denied. Upon closing, the existing mortgage and liens of Bank will be satisfied in full. Upon payment, the Bank will forthwith discharge all mortgages and liens of record. In the event that the Sale to Chester PHH does not close due to Chester PHH's failure to perform, then and in that event, the Debtors may move before the Court, on shortened and limited notice, to seek forfeiture of Chester PHH's deposit and for approval of a backup offer, if any, in a lower amount than the offer approved by the Court. The within sale is a sale by a debtor in possession in a bankruptcy proceeding, and is therefore exempt from the realty transfer tax set forth in N.J.S.A. 46:15-5 et seq. About Publick House Holdings Publick House Holdings, LLC, sought Chapter 11 protection (Bankr. D. N.J. Case No. 15-26730) on Sept. 2, 2015. The case is assigned to Judge Rosemary Gambardella. The petition was signed by Joseph Lubrano, managing member. The Debtor disclosed assets of $2.9 million and $3.9 million in debt. The Debtor tapped Richard Honig, Esq., at Hellring, Lindenman, Goldstein & Siegel, as counsel. QUANTUM CORP: Starboard Value Reports 9.9% Stake as of Dec. 5 ------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Starboard Value LP, et al., disclosed that as of Dec. 5, 2016, they beneficially own 29,103,694 shares of Common Stock, par value $0.01 per share, of Quantum Corporation representing 9.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available at https://is.gd/tonldb About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. For the year ended March 31, 2016, Quantum Corp reported a net loss of $74.68 million following net income of $16.76 million for the year ended March 31, 2015. As of Sept. 30, 2016, Quantum had $220.9 million in total assets, $344.3 million in total liabilities and a total stockholders' deficit of $123.4 million. RALPH WASHINGTON PRESSLEY: Dec. 20 Plan Confirmation Hearing ------------------------------------------------------------ Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving the disclosure statement explaining Ralph Washington Pressley, Jr.'s Chapter 11 plan and fixed December 20, 2016, at 11:00 a.m., as the hearing on final approval of the disclosure statement and on confirmation of the Plan. Any objections to Disclosure or Confirmation must be filed and served seven days before the Hearing Date. Applications of attorneys, accountants, auctioneers, appraisers, and other professionals for compensation from the estate of the Debtor pursuant to Sections 330 and 331 of the Bankruptcy Code must be filed with the Court 21 days prior to the confirmation hearing unless ordered otherwise by the Court. Ralph Washington Pressley, Jr., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 15-02905) on June 28, 2015. RAY MARVIN GOTTLIEB: DOJ Watchdog Directed to Appoint Trustee ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Ray Marvin Gottlieb. The Order was made pursuant to the Creditor's Motion for Appointment of a Chapter 11 Trustee filed by Sandra Gottlieb. About Ray Marvin Gottlieb Ray Marvin Gottlieb sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-17525) on June 2, 2016. The case is assigned to Judge Thomas J. Catliota. The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen, Baldinger & Greenfield, LLC. RED RIVER: Unsecureds to Recoup 100% in 216 Months -------------------------------------------------- Holders of general unsecured claims (Class 3) filed against Red River South Enterprises, LLC, will recover 100% of their allowed claims, according to the Debtor's Chapter 11 Plan of Reorganization. The amount of the payments to Class 3 Claims will be based on a 216-month amortization with interest at the rate of 4%. The 216th Class 3 Plan Payment will be a final irregular payment in an amount sufficient to pay and extinguish the unpaid principal balance and accrued interest remaining due and payable. Plan funding includes, but is not limited to, the Debtor's Net Plan Implementation Income, which is defined as all income generated by the Reorganized Debtor, Red River South Marina LLC and Red River South Travel Center LLC less all operating and other expenses. Pursuant to a Plan Guaranty Agreement, Leon S. Miletello, Jr., to the extent necessary, will supplement the Debtor's Net Plan Implementation Income so that the Debtor can make payments as they come due under the Plan. A full-text copy of the Disclosure Statement dated November 18, 2016, is available at http://bankrupt.com/misc/lawb16-11226-47.pdf About Red River South Red River South Enterprises, LLC, based in Shreveport, La., filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-11226) on July 21, 2016. The Hon. Jeffrey P. Norman presides over the case. Robert W. Raley, Esq. serves as bankruptcy counsel. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Leon S. Miletello, Jr., managing member - Single Member LLC. RESIDENTIAL CAPITAL: Court Won't Reconsider Invest Vegas Order -------------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York denied 21st Mortgage Corporation's motion for reconsideration of the Court's August 31, 2016 order, which granted summary judgment in favor of Invest Vegas LLC in the adversary proceeding captioned INVEST VEGAS, LLC, Plaintiff, v. 21ST MORTGAGE CORPORATION; CAL-WESTERN RECONVEYANCE CORPORATION; NATIONAL CITY MORTGAGE, A DIVISION OF NATIONAL CITY BANK OF INDIANA; COMMONWEALTH LAND TITLE INSURANCE COMPANY; ONTARIO CONDOMINIUM RENTAL SERVICES, INC.; TICOR TITLE OF NEVADA, INC.; HARLEE S. CARTER; LANA CARTER; DARREN C. BOUTON; DOES I THROUGH X, INCLUSIVE; ROE BUSINESS ENTITIES I THROUGH X, INCLUSIVE, Defendants, Adv. Pro. 16-01029 (MG) (Bankr. S.D.N.Y.). The dispute relates to real property located at 230 E. Flamingo Road, #301, in Las Vegas, NV 89169, APN#162-16-810-384. 21st Mortgage is the holder of the promissory note and first priority deed of trust on the subject property. 21st Mortgage acquired its interest in the real property instruments pursuant to the terms of a sale order. Meridian Private Residence Homeowners' Association (the "Meridian HOA") was the relevant homeowners' association that oversaw and managed the subject property. On or about June 25, 2009, the Meridian HOA recorded a lien for delinquent assessments against the subject property. On or about October 19, 2012, the Meridian HOA recorded a notice of foreclosure sale and set the foreclosure sale date for November 14, 2012 (the "HOA Lien Sale"). The Meridian HOA purchased the subject property at the HOA Lien Sale. On or about March 20, 2014, HOA transferred to RyaNik Las Vegas Holdings, LLC, pursuant to a quitclaim deed, all rights, title and interest in the subject property. On or about May 20, 2014, RyaNik conveyed its interest in the subject property to Invest Vegas. On January 14, 2015, the Invest Vegas commenced an action in the Nevada state court seeking to quiet title against any and all parties, among others, the 21st Mortgage, who might claim an interest in the subject property. The Nevada action was ultimately removed to the United States District Court for the District of Nevada. On January 25, 2016, the Nevada District Court granted 21st Mortgage's motion to refer the action to the Bankruptcy Court to determine whether the extinguishment of 21st Mortgage's security interest was a violation of the automatic stay. On August 31, 2016, the Court granted summary judgment in favor of Invest Vegas through the Memorandum Opinion and Order Denying Defendant's Motion for Summary Judgment and Granting Plaintiff's Cross Motion for Summary Judgment and the subsequent entry of the Judgment Determining HOA Lien Sale Did Not Violate the Automatic Stay and that the Deed of Trust Owned by 21st Mortgage was Extinguished Pursuant to Nevada Law on September 20, 2016. On September 30, 2016, 21st Mortgage moved for the Court to reconsider its August 31, 2016 Order. 21st Mortgage argued that the Ninth Circuit's August 12, 2016 decision in Bourne Valley Ct. Tr. v. Wells Fargo Bank, NA, 832 F.3d 1154 (9th Cir. 2016), constitutes an intervening change in controlling case law in the jursidiction where the subject property is located that requires the Court to reconsider the order. In Bourne, the Ninth Circuit held that Nevada Revised Statutes section 116.3116 et seq. is unconstitutional on its face as violative of a lender's constitutional due process rights under the 14th Amendment. Specifically, 21st Mortgage argued that, "[p]ursuant to Bourne, any lien sale that purports to extinguish a first Deed of Trust is either void or still subject to the first Deed of Trust," and that "[i]f under Bourne the HOA Lien Sale was unconstitutional and thus void ab initio then the first Deed of Trust was never extinguished, and the [Judgment] must be vacated." Judge Glenn held that the Bourne decision does not constitute an intervening change in controlling case law that pertains to the issue of whether the extinquishment of a security interest that is property of the estate constitutes a violation of the automatic stay. Therefore, the judge concluded that the Bourne decision does not necessitate the reconsideration of the Court's narrow ruling. 21st Mortgage also asserted that the Court improperly relied on statements made by the Nevada District Court regarding the extinguishment of 21st Mortgage's Deed of Trust. 21st Mortgage argued that the Nevada District Court "did not cite any authority for the proposition that the first Deed of Trust was extinguished" and that the Court "should not have interpreted the [Nevada District Court's] statement as a conclusion of law warranting a final judgment extinguishing the first Deed of Trust." Judge Glenn, however, pointed out that, contrary to 21st Mortgage's assertion, the Nevada District Court plainly recognized that "[t]he HOA sale was conducted pursuant to [Nevada Revised Statutes ("NRS")] 116.31162, NRS 116.31163, and NRS 116.31164" and that the Nevada District Court explained that "by enforcing a senior lien against another piece of property, the HOA extinguished and rendered valueless the debtor's previously valuable property — a more junior lien on the subject property." 21st Mortgage also argued that Invest Vegas has failed to establish that the HOA Lien Sale was a superpriority lien sale. Judge Glenn noted that 21st Mortgage sought to raise the factual dispute only after the Order and Judgment have been entered, and pointed out that a motion for reconsideration is not the appropriate venue for "presenting the case under new theories, securing a rehearing on the merits. 21st Mortgage further argued that "[t]his Court exceeded its scope of review in deciding the ultimate issue of the HOA Lien Sale" because this "case was remanded strictly on the federal question with respect to the Automatic Stay." Judge Glenn clarified that the extinguishment of the deed of trust was already recognized by the Nevada District Court, and that the Bankruptcy Court ordered and decreed as much merely reinforced the provision in the Judgment recognizing that the HOA Lien Sale did not violate the automatic stay. In other words, because the lien sale did not violate the automatic stay, the deed of trust remained extinguished, and the Bankruptcy Court simply announced as much for clarity and completeness when ruling on whether the automatic stay was violated. Lastly, 21st Mortgage argued that the Court failed to consider case law cited by the defendant in its briefs. Judge Glenn held that a motion for reconsideration is not a vehicle to rehash old arguments. A full-text copy of Judge Glenn's November 10, 2016 memorandum opinion and order is available at https://is.gd/rnKegN from Leagle.com. Invest Vegas, LLC is represented by: Crystal L. Eller, Esq. Robert B. Noggle, Esq. NOGGLE LAW PLLC 376 E Warm Springs Rd #140 Las Vegas, NV 89119 Tel: (702)450-6300 Fax: (702)642-9766 -- and -- Kenneth A. Reynolds, Esq. MCBREEN & KOPKO 500 North Broadway, Suite 129 Jericho, NY 11753 Tel: (516)364-1095 Fax: (516)364-0612 Email: kreynolds@mklawnyr.com 21st Mortgage Corporation is represented by: Diane Bradshaw, Esq. Andrew B. Helfand, Esq. HELFAND & HELFAND Empire State Building 350 5th Ave. Suite 5330 New York, NY 10118 Tel: (212)599-3303 Fax: (212)599-3029 Email: dbradshaw@helfandlaw.com helfandlaw@helfandlaw.com About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. * * * The ResCap Liquidating Trust was established in December 2013 under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC, et al. to liquidate and distribute assets of the debtors in the ResCap bankruptcy case. The Trust maintains a website at www.rescapliquidatingtrust.com, which Unitholders are urged to consult, where Unitholders may obtain information concerning the Trust, including current developments. REXNORD: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------- Moody's Investors Service affirmed Rexnord's B2 Corporate Family Rating (CFR), and the Probability of Default Rating (PDR) at B2-PD. The company's senior secured revolver and term loan facility were assigned a B1 following the amendment to extend the maturities of the revolver and term loan. The company's Speculative Grade Liquidity (SGL) rating was affirmed at SGL-1, reflecting the company's very good liquidity profile. This action follows the announcement of the company's plan to issue preferred convertible stock with proceeds partially dedicated to debt repayment. The ratings outlook remains stable. Moody's affirms the following ratings: Issuer: RBS Global, Inc. -- Corporate Family Rating : B2 -- Probability of Default Rating : B2-PD -- Speculative Grade Liquidity Rating SGL-1. Moody's assigns the following ratings: Issuer: RBS Global, Inc -- $1.9B 1st Lien Term Loan Due 2023: B1 LGD-3 -- $265M Sr. Sec Revolver due 2019: B1 LGD-3 Moody's leaves the following ratings unchanged to be withdrawn: -- $1.9B 1st Lien Term Loan Due 2020: B2 LGD-3 -- $265M Sr. Sec Revolver due 2017: B2 LGD-3 Outlook Actions: Issuer: RBS Global, Inc -- Outlook, Remains Stable RATINGS RATIONALE The ratings affirmation reflects our expectation that RBS Global's high leverage will improve. The rating also benefits from the company's very good liquidity. Leverage for fiscal 2017 is anticipated by Moody's to be under 6.0x on a Moody's adjusted basis after consideration of a $195 million payment on the term loan from proceeds of the mandatory preferred convertible stock offering. While we expect slow sales growth at the company's Process and Motion Control ("PMC") business which constitutes almost 60% of revenues. The challenging environment in global water and wastewater infrastructure in the Middle East is expected to push construction back into 2018 and delay deleveraging. Positively, The company has good interest coverage, positive free cash flow generation and is expected to improve margins over the long term. Moody's affirms the SGL-1 rating which reflects a very good liquidity profile supported by approximately $395 million in cash pro forma and no borrowings under its $265 million revolving credit facility. In addition, there are no meaningful near term maturities. RBS Global also has a $100 million accounts receivable securitization facility which was fully available as of December 2, 2016. The stable ratings outlook reflects the company's cost cutting initiatives which will lead to increasing margins. After the transaction, Rexnord will have a stronger liquidity profile with significant cash and an extended term loan that matures on 2023. In addition, the outlook also considers the slow and flat revenue growth in the short term but also the anticipated long term growth as a result of good geographic and product diversity. The ratings could be downgraded if the company's revenue declines by about 10% or if they proceed with another large debt financed transaction that would result in Debt to EBITDA sustained above 6.0x on a Moody's adjusted basis. Significant deterioration in the company's liquidity profile could also result in a downgrade. The ratings could be upgraded if the company continues to reduce leverage and maintains stable organic revenue growth along with margin expansion. Sustained Debt to EBITDA below 4.75x, Free Cash Flow to Debt above 8.0%, and EBITA to Interest above 2.0x would support an upgrade. Rexnord Corporation, headquartered in Milwaukee, WI, is publicly traded and is the holding company of RBS Global, Inc. RBS Global operates through its wholly-owned subsidiary Rexnord LLC., which is an industrial company comprised of two business segments: Process and Motion Control (PMC) (about 60% of revenues) and Water Management (WM) (about 40% of revenues). The PMC platform designs, manufactures, markets and services a portfolio of motion control products, shaft management products, aerospace components, and related value-added services. The WM platform designs, procures, manufactures, and markets products that provide and enhance water quality, safety, flow control and conservation. Revenues for Rexnord Corporation as of 9/30/16 LTM totaled approximately $1.9 billion. The principal methodology used in these ratings was "Global Manufacturing Companies" published in July 2014. RMPC HABILITATIVE: Unsecureds To Recoup 50% Under Plan ------------------------------------------------------ RMPC Habilitative Services, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an amended disclosure statement to accompany the Debtor's plan of reorganization dated Nov. 26, 2016. The general unsecured creditors will be paid 50% of their timely filed unsecured claims unless the creditors selects the option on the ballot form to receive 100% of their filed claims over a period of 84 months upon confirmation of the plan. Funds for plan payments will come from the business each month. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/pawb15-23409-151.pdf As reported by the Troubled Company Reporter on Oct. 25, 2016, the Debtor filed with the Court an amended disclosure statement to accompany the Debtor's plan dated Oct. 15, 2016. Under that plan, the general unsecured creditors would be paid 75% of their filed claims. RMPC Habilitative Services, LLC, filed for bankruptcy protection (Bankr. W.D. Penn. Case No. 15-23409) on Sept. 16, 2015, estimating its assets at between $50,001 and $100,000 and liabilities at between $500,001 and $1 million. Franklin L. Robinson, Jr., Esq., serves as the Debtor's bankruptcy counsel. RMS TITANIC: Asks Court to Approve Cash Use Through March 31 ------------------------------------------------------------ RMS Titanic, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the Middle District of Florida for authorization to use cash collateral through March 31, 2017. Secured creditors Lang Feng, Haiping Zou, and Jihe Zhang assert perfected liens on the assets of Obligor Debtors Premier Exhibitions, Inc., Premier Merchandising, LLC, RMS Titanic, Inc., and Premier Exhibitions Management LLC, securing prepetition loans in the total original principal amount of $3,000,000. The Obligor Debtors want to use cash collateral for the payment of their ongoing expenses through the Termination Date. The Obligor Debtors also want to use cash collateral to pay for the fees and expenses incurred by their professionals. The Debtors contend that while there is an equity cushion in the Secured Creditors' collateral that is more sufficient than adequate protection, they will grant the Secured Creditors post-petition replacement liens against cash collateral to the same extent, validity and priority as the security interests the Secured Creditors held as of the Petition Date. A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/RMSTitanic2016_316bk02230pmg_370.pdf Lang Feng, Haiping Zou, Jihe Zhang, and High Nature Holdings Limited are represented by: Ari Newman, Esq. GREENBERG TRAURIG, P.A. 333 S.E. 2nd Avenue, Suite 4400 Miami, FL 33131 Telephone: (305) 579-0500 E-mail: newmanar@gtlaw.com - and - Scott M. Grossman, Esq. GREENBERG TRAURIG 401 East Las Olas Boulevard, Suite 2000 Fort Lauderdale, FL 33301 Telephone: (954) 768-5212 E-mail: grossmansm@gtlaw.com About RMS Titanic, Inc. Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a foremost presenter of museum quality exhibitions throughout the world. Premier -- http://www.PremierExhibitions.com/-- is a recognized leader in developing and displaying unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on the official committee of unsecured creditors of RMS Titanic, Inc., and its affiliates. The Committee hired Storch Amini & Munves PC and Thames Markey & Heekin, P.A. as counsel. RONALD JAMES BLABER: Expects Ch. 11 Case To Close in January ------------------------------------------------------------ Ronald James Blaber filed with the U.S. Bankruptcy Court for the Middle District of Tennessee an amended disclosure statement to accompany the Debtor's plan of reorganization. The Debtor states that 60 days after the Effective Date of the plan, the initial plan payments will have been made and, absent further order. At that time, an appropriate application for a final decree will be filed, and this case will be closed. The Debtor anticipates filing the final report and necessary pleadings to close these proceedings no later than January 15, 2017, absent any contested disclosure statement and/or confirmation hearing. Quarterly fees owed to the U.S. Trustee will be paid in full on or before the plan confirmation date. The Debtor will continue to make post-confirmation quarterly fee payment to the U.S. Trustee until the Plan has been substantially consummated and the case closed. Allowed Class 1 Claims will be paid in full within 30 days following the Effective Date of the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/tnmb16-02602-87.pdf As reported by the Troubled Company Reporter on Oct. 3, 2016, the Debtor filed with the Court a disclosure statement and plan of reorganization, which called for the payment of certain priority obligations. That plan proposed to pay quarterly fees owed to the U.S. Trustee in full on or before the Confirmation Date; pay claims for taxes and penalties accorded priority status on a pro rata basis of the Debtor's disposable income for the next 72 months; and pay general unsecured claims, aggregating $325,482, on a pro rata basis during the life of the Plan. About Ronald James Blaber Ronald James Blaber operates a business known as Volunteer Oil Service LLC. The Debtor owns this business and his residence with his wife. The Debtor sought bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-02602) on April 13, 2016. Thomas Larry Edmondson Sr., Esq., represents the Debtor. ROYAL FLUSH: Seeks to Hire C & H Accounting ------------------------------------------- Royal Flush, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire an accountant. The Debtor proposes to hire C & H Accounting, LLC to provide general accounting advice, prepare its tax returns, perform all necessary bookkeeping, assist in the preparation of reports needed by the court, and provide other accounting services related to its Chapter 11 case. The hourly rate charged by the firm is $50 for accountants and $25 for bookkeepers and clerks. Michael Tymoczko, a certified public accountant employed with C & H, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael W. Tymoczko C & H Accounting, LLC 417 Maplevale Drive Pittsburgh, PA 15236 Phone: (412) 414-4374 About Royal Flush Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23458) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Carol A. Swank, secretary/treasurer. Judge Jeffery A. Deller presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016, appointed five creditors of Royal Flush, Inc., to serve on the official committee of unsecured creditors. The committee is represented by Leech Tishman Fuscaldo & Lampl, LLC. RUE21 INC: S&P Lowers CCR to 'CCC' on Weakened Liquidity -------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on the Warrendale, Pa.-based specialty retailer rue21 inc. to 'CCC' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's term-loan facility to 'CCC' from 'B-' and the issue-level rating on the senior unsecured notes to 'CC' from 'CCC'. S&P's '4' recovery rating on the term loan reflects its expectation for average recovery in the event of default, at the low end of the 30% to 50% range. S&P's '6' recovery rating on the unsecured notes reflects its expectation for negligible recovery in the event of default. "The downgrade reflects our expectation for continued weak operating performance and weakened liquidity. Rue21's fiscal third quarter results were weak with negative comparable-store sales and its trailing-12-month adjusted EBITDA margins have fallen nearly 400 basis points year over year because of increased promotional activity (to attract customer traffic) and sales deleveraging," said credit analyst Mathew Christy. "The weak operating performance has resulted in significant negative free operating cash flow through the first nine months of the fiscal year and meaningful borrowing on its $150 million asset-based lending (ABL) facility." The negative ratings outlook reflects S&P's expectation that operating performance will remain weak, leading to continued negative free operating cash flow, pressured liquidity, a potentially unsustainable capital structure, and the possibility that the company could pursue options for its capital structure, including a distressed exchange. S&P could lower its ratings on rue21 if operating performance and liquidity deteriorate further, such that S&P envision a specific default scenario over the next six months. This could arise if weak operating performance and significant cash burn result in a substantial draw (90%) on its ABL revolver facility and trigger fixed-charge covenant, leading S&P to believe that the company could no longer service its interest obligations going forward. This could also happen if the company pursues a distressed exchange of its senior unsecured notes, which currently trade at a substantial discount. A positive rating action is unlikely over the next 12 months absent a significant turnaround in the company's operating performance. Still, S&P could raise the ratings if comparable-store sales increased consistently and it expected the company to generate positive free operating cash flow, leading to improved liquidity. S&P could also raise the ratings if the company receives a meaningful equity infusion from its sponsor and result in improved liquidity. SALTY DOG: Hearing on Plan Outline Set for Jan. 12 -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on January 12, at 10:30 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of reorganization of Salty Dog Rest Ltd. The hearing will take place at the Bankruptcy Court, Courtroom 3585, Brooklyn, New York. Under the plan, the company designated unsecured claims in Class 4. These claims consist of Class 4(a) secured priority claims of New York State Department of Tax and Finance; Class 4(b) general unsecured trade claims; and Class 4(c) personal injury claims. NYSDOTF will receive full payment of its claim. In return, the agency will release its lien against the company's property. Holders of Class 4(b) general unsecured trade claims in the total amount of $128,910 will recover 75% of their claims or $96,683. Meanwhile, holders of Class 4(c) personal injury claims will get 1%. Salty Dog estimates the claims at $120 million, according to the latest disclosure statement filed on Nov. 17. A copy of the disclosure statement is available for free at https://is.gd/Gc9GS9 About Salty Dog Rest Salty Dog Rest, Ltd., has been engaged in business as a sports Bar and restaurant located at its premises at 7509 Third Avenue, Brooklyn, New York 11209 since approximately 1997. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-40679) on Feb. 24, 2016. The petition was signed by Robert P. Fadel, president. The case is assigned to Judge Elizabeth S. Stong. On the Petition Date, the Debtor listed $15,000 in assets and $128,000 in liabilities on its schedules. The Debtor is represented by Randall S. D. Jacobs, PLLC. SBN FOG CAP: Bid to Quash Subpoenas Filed in Wrong Court -------------------------------------------------------- Judge Thomas B. McNamara of the United States Bankruptcy Court for the District of Colorado denied in part a motion to quash subpoenas for Rule 2004 examination in the bankruptcy cases captioned In re: SBN FOG CAP II LLC, Debtor, Bankruptcy Case No. 16-13815 TBM (Bankr. D. Colo.) and In re: FOG CAP RETAIL INVESTORS LLC, Debtor, Bankruptcy Case No. 16-13817 TBM (Bankr. D. Colo.) jointly administered under Bankruptcy Case No. 16-13815 TBM (Bankr. D. Colo.). The Official Committee of Unsecured Creditors filed a "Motion for Order Authorizing Examination of Fog Cutter Capital Group, Fortress Investment Group, SBN FCCG LLC, Summitbridge National Investments LLC, and Summit Investment Management LLC Pursuant to Fed. R. Bankr. P. 2004.". The Court granted the 2004 Examination Motion, specifically authorizing the Committee to "compel attendance of witnesses and production of documents in the manner prescribed by Fed. R. Bankr. P. 2004(c) and 9016." Thereafter, the Committee prepared a subpoena to SBN FCCG LLC and a separate subpoena to Summitbridge National Investments, LLC. The FCCG Subpoena was issued by the "United States Bankruptcy Court for the District of Colorado" and commanded SBN FCCG LLC to produce certain documents at "Stevens & Lee, 485 Madison Ave., 20th Floor, New York, New York 10022." The Summitbridge Subpoena was issued by the same Court and also required production of documents at the same location: "Stevens & Lee, 485 Madison Ave., 20th Floor, New York, New York 10022." SBN FCCG LLC and Summitbridge National Investments, LLC contested the Subpoenas by filing a "Motion to Quash Subpoena[s] for Rule 2004 Examination" with the Bankruptcy Court for the District of Colorado, presenting a myriad of arguments against the Subpoenas under Fed. R. Civ. P. 45 and Fed. R. Bankr. P. 2004. Although neither the Committee nor the movants raised the issue, Judge McNamara found it apparent that the movants filed the Motion to Quash in the wrong court. The judge pointed out that the new version of Fed. R. Civ. P. 45 mandates that attacks on subpoenas initially must be prosecuted in "the court for the district where compliance is required." Since the subpoenas unequivocally require compliance in New York, the judge held that the non-parties must seek relief in that forum because the Colorado court has no authority to quash subpoenas requiring compliance outside of Colorado. Ultimately, while Judge McNamara did not concur that the Colorado bankruptcy court lacks jurisdiction over the discovery dispute, it is enough that the court, as the "issuing court" simply is not authorized by any statute or rule of civil or bankruptcy procedure to interject itself into a discovery dispute involving the production of documents where the "place of compliance" is not within Colorado and the respondents are not the debtors. Since the Subpoenas required compliance in New York, Fed. R. Civ. P. 45(d)(3) mandates that it is the exclusive province of the United States District Court for the Southern District of New York (or possibly the United States Bankruptcy Court for the Southern District of New York) to adjudicate the Motion to Quash or, if appropriate, to transfer the controversy. A full-text copy of Judge McNamara's December 8, 2016 opinion and order is available at http://bankrupt.com/misc/cob16-13815-443.pdf About SBN Fog Cap & Fog Cap Retail Investors Fog Cutter Capital Group, Inc., as the sole member, formed Fog Cap Retail Investors LLC on Aug. 20, 2002. Fog Cap was formed for the purpose of entering into a portfolio sale agreement dated Sept. 25, 2002, with Foot Locker Retail, Inc., for the purchase of certain master leases for real property leases which were operated, or formerly operated as, retail shoe stores. At that time, Fog Cap's portfolio was managed by Egelhoff Property Advisors LLC. SBN Fog Cap II LLC, based in Denver, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-13815) on April 20, 2016. In its petition, SBN Fog Cap estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Fog Cap Retail Investors LLC, also based in Denver, filed a separate Chapter 11 petition (Bankr. D. Colo. Case No. 16-13817) on April 20, 2016. It estimated $1 million to $10 million in both assets and liabilities. Both petitions were signed by Steven C. Petrie, chief executive officer. The cases were jointly administered pursuant to an Order of the bankruptcy Court dated June 2, 2016. The Hon. Thomas B. McNamara presides over the cases. James T. Markus, Esq., at Markus Williams Young & Simmermann LLC, serves as counsel to the Debtors. On May 25, 2016, the Unsecured Creditors' Committee was formed by the U.S. Trustee in the case of Fog Cap Retail Investors LLC only. SINGLETON CREEK: Seeks to Hire Douglas Jacobson as Legal Counsel ---------------------------------------------------------------- Singleton Creek, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel. The Debtor proposes to hire the Law Offices of Douglas Jacobson, LLC to give advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm's partners and paraprofessionals will be paid $300 per hour and $75 per hour, respectively. Douglas Jacobson, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Douglas Jacobson, Esq. Law Offices of Douglas Jacobson, LLC 2450 Atlanta Highway, Suite 803 Cumming, GA 30040 Phone: (770) 887-3700 Email: douglas@douglasjacobsonlaw.com About Singleton Creek Singleton Creek, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-71772) on December 5, 2016. The petition was signed by Hoke S. Randall, III, president. At the time of the filing, the Debtor disclosed $5.02 million in assets and $3.54 million in liabilities. SIRGOLD INC: U.S. Trustee Forms 5-Member Committee -------------------------------------------------- William Harrington, the U.S. trustee for Region 2, on Dec. 8 appointed five creditors of Sirgold, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Sambhav Inc 300 Winston Dr., Apt 819 Cliffside Park, NJ 07010 Attn: Samir Parikh Phone: (646) 427-5418 (2) Saumil Diam, LLC 15 West 47th Street, #1707 New York, NY 10036 Attn: Mitesh Kothari Phone: (212) 575-3655 (3) SA Diamonds, Inc. 22 West 48th Street, #400 New York, NY 10036 Attn: Sunil Doshi Phone: (212) 354-4230 (4) JKS Diamonds, Inc. 15 West 47th St., #1200 New York, NY 10036 Attn: Jinesh Shah Phone: (212) 221-3223 (5) Diasqua Inc. 62 West 47th Street, Suite 902 New York, NY 10036 Attn: Parin Shah Phone: (212) 768-2777 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Sirgold Inc. Sirgold, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12963) on October 21, 2016. The case is assigned to Judge Shelley C. Chapman. SIRIUS INTERNATIONAL: Fitch Affirms 'BB+' Rating on $250MM Shares ----------------------------------------------------------------- Fitch Ratings has affirmed Sirius International Group, Ltd.'s (Sirius) Long-Term Issuer Default Rating (IDR) at 'BBB' and senior debt rating at 'BBB-'. Additionally, Fitch has affirmed the Insurer Financial Strength (IFS) ratings of Sirius' operating subsidiaries at 'A-' and published Sirius Bermuda Insurance Company Ltd.'s IFS of 'A-'. The Rating Outlook is Stable. KEY RATING DRIVERS Fitch's rating rationale for the affirmation of Sirius' ratings reflects the company's established reinsurance franchise, solid earnings, low financial leverage and very strong capitalization. These positive factors are partially offset by CMIG's ownership, Sirius' more moderate business profile, low fixed charge coverage and Fitch's negative sector outlook on global reinsurance. Fitch considers Sirius to have a moderate business profile with net premiums written of $847.6 million in 2015 and GAAP shareholders' equity of $2.2 billion at Sept. 30, 2016. Although Sirius is relatively small compared to most reinsurers, Fitch views the company as having a strong and established reinsurance franchise (formed in 1945), with a diversified platform of non-life (re)insurance business. Profitability is very strong, characterized by low and stable combined and operating ratios and high net returns on average common equity, with the most recent five-year averages (2011 - 2015) at 86.7%, 80.6% and 14.2%, respectfully. Sirius posted a GAAP combined ratio of 96.2% for the first nine months of 2016, which included 11.8 points for catastrophe losses, mainly due to the Fort McMurray, Alberta Canada wildfires and the Ecuador earthquake. This compares to 85.1% in 2015, which included a lower 2.5 points of catastrophe losses. Sirius does not expect fourth quarter 2016 losses from Hurricane Matthew to be material to its overall financial condition. Fitch views Sirius' ownership by China Minsheng Investment Corp., Ltd. (CMIG), a private investment company founded in May 2014, since April 2016 as less strategic than that of its previous owner White Mountains Insurance Group, Ltd. (Long-Term IDR rated 'BBB+'), with a lower level of credit quality and by a company with a limited track record. This creates added uncertainties with respect to Sirius' business and operating profile until there is a period of seasoning under CMIG ownership. Sirius' ratings reflect a one notch adjustment lower due to ownership concerns. Fitch expects that CMIG will maintain a conservative dividend policy with respect to Sirius, preferring to allow capital to grow to support opportunistically expanding the (re)insurance platform. Sirius' financial leverage ratio continues to be modest at 13.6% at Sept. 30, 2016, down slightly from 14.1% at Dec. 31, 2015, due to a 2% increase in total shareholders' equity. In October 2016, Sirius issued $400 million of 4.6% senior notes due Nov. 1, 2026. The company expects to use the net proceeds from the offering to refinance by year-end 2016 its $389.7 million of senior notes due March 20, 2017. As such, Sirius' financial leverage ratio should remain unchanged following the refinancing. GAAP fixed charge coverage (excluding net realized and unrealized investment gains and losses) has been weak in recent years, averaging a low 3.9x from 2011 - 2015, although statutory fixed charge coverage was an extremely strong 14x for 2016. Sirius' ratings also reflect Fitch's negative sector outlook on global reinsurance as the sector's fundamentals have deteriorated with declining premium pricing and weakening of terms and conditions, thus limiting organic growth potential. The continued soft market, combined with low investment yields, are promoting adverse profit fundamentals as record capitalization levels drive a heightened competitive reinsurance market environment. RATING SENSITIVITIES The key rating triggers that could lead to an upgrade include seasoning of ownership by CMIG without any adverse consequences or perceived weakening in CMIG's credit profile; and improvement in business profile while continuing to produce favorable operating results in the challenging reinsurance environment. The key rating triggers that could lead to a downgrade include: --Deterioration in reinsurance sector fundamentals or consolidation in the reinsurance landscape that Fitch views as weakening Sirius' competitive position; -- Business profile or overall profitability; -- Sustained combined ratios above 104% or operating ratios above 96%; -- Sizable deterioration in capitalization; -- Significant changes to the operating profile or investment portfolio that increases risk or reduces liquidity; or -- A financial leverage ratio maintained above 32%. FULL LIST OF RATING ACTIONS Fitch affirms these ratings with a Stable Outlook: Sirius International Group, Ltd. -- Long-Term IDR at 'BBB'; -- $400 million 4.6% senior notes due Nov. 1, 2026 at 'BBB-'; -- $390 million 6.375% senior notes due March 20, 2017 at 'BBB-'; -- $250 million non-cumulative perpetual preference shares at 'BB+'. Sirius International Insurance Corporation Sirius America Insurance Company -- Insurer Financial Strength at 'A-'. Fitch publishes this rating with a Stable Outlook: Sirius Bermuda Insurance Company Ltd. -- Insurer Financial Strength 'A-'. SLAYTON FAMILY: Court Allows Cash Collateral Use on Interim Basis ----------------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Slayton Family Beef O'Bradys LLC to use Quick Capital, LLC's cash collateral on an interim basis. Judge Specie authorized the Debtor's continued use of the existing prepetition credit card servicing agreement with provider Quick Capital, subject to a reduction in all fees charged by the provider to no more than five percent of the daily gross credit card sale transactions of the Debtor. Quick Capital is granted a postpetition security interest in the Debtor's post-petition credit card transactions until further Order of the Court. A full-text copy of the Interim Order, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/SlaytonFamily2016_1640484kks_30.pdf About Slayton Family Beef O'Bradys LLC Slayton Family Beef O' Bradys LLC filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-40484) on Nov. 7, 2016. The petition was signed by Harold D. Slayton, manager. The Debtor is represented by Robert C. Bruner, Esq., at Robert C. Bruner, attorney. The Debtor estimated assets at $0 to $50,000 and liabilities at $50,001 to $100,000 at the time of the filing. SMITHFIELD FOODS: Moody's Affirms Ba2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed the Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity rating of Smithfield Foods, Inc. ("Smithfield"). This follows the guarantee of all of Smithfield's existing senior unsecured notes by parent company WH Group (Issuer Rating of Baa2/stable). As a result of the parent guarantee, the senior unsecured debt instrument ratings have been upgraded to Baa2 from Ba3. This reflects the credit enhancement provided by the higher rated parent guarantor. The rating outlook on all of Smithfield's debt is stable. On December 7, 2016, WH Group entered into parent guarantees of Smithfield's $1.9 billion of senior unsecured notes. The guarantees of these debt obligations did not affect WH Group's Issuer Rating. As result, Moody's now rates the guaranteed Smithfield debt instruments the same as WH Group's Baa2 Issuer Rating. RATINGS RATIONALE Smithfield's Ba2 Corporate Family Rating reflects its modest financial leverage and relatively stable operating performance taking into consideration its high exposure to highly volatile input prices. The company's single-protein concentration and high exposure to commodity-like product sales (about 50% of total sales) are balanced against Smithfield's large scale and its global leadership in hog production, fresh pork, and value-added packaged pork products. WH Group's Baa2 Issuer Rating reflects its large operating scale, the holding company's standalone credit strength, its vertically integrated business model and geographical diversification. The Baa2 rating is also supported by the company's steady cash flow growth and track record of debt reduction and financial prudence. On the other hand, the rating is constrained by food safety risks and volatility associated with the commodity protein processing industry, and more specifically WH Group's single protein focus in pork. Moody's has taken the following rating actions: Smithfield Foods Inc. and its subsidiaries: Ratings affirmed: -- Corporate Family Rating at Ba2; -- Probability of Default Rating at Ba2-PD; -- Speculative Grade Liquidity Rating at SGL-1. Ratings upgraded: -- $445 million 7.75% guaranteed senior unsecured notes due July 2017 to Baa2 from Ba3 (LGD 4); -- $201 million 5.250% guaranteed senior unsecured notes due August 2018 to Baa2 from Ba3 (LGD 4); -- $355 million 5.875% guaranteed senior unsecured notes due August 2021 to Baa2 from Ba3 (LGD 4); -- $889 million 6.625% guaranteed senior unsecured notes due August 2022 to Baa2 from Ba3 (LGD 4). The rating outlook is stable. Prior to recieving the parent guarantees, the senior unsecured notes were rated one notch below the CFR due to the higher priority rank of a $1.025 billion inventory-backed liquidity facility and a $275 million accounts receivable securitization facility that Moody's does not rate. Since the 2013 leveraged merger with Hong Kong based WH Group, Smithfield has repaid over $1 billion of debt through solid earnings and internal cash generation. Earnings growth has been largely derived from market share gains and increased volumes in both US packaged meat sales and increased exports to China. While both domestic and export demand for US pork should remain in balance with supply in the near term, the potential for over-expansion of US hog supply remains a key concern. Low feed prices and expanding slaughter capacity driven by rising US pork exports have pushed hog production to record levels this year. This has depressed US hog prices over the past 18 months and resulted in heavy operating losses for US hog producers, including in Smithfield's hog operations. Based on Moody's expectation for continued overall growth in U.S. hog supplies in anticipation of future processing capacity expansion, the rating agency expects that losses in Smithfield's hog production segment will continue for the foreseeable future. However, in recent years, losses in Smithfield's hog production segment have been fully offset by earnings in its expanding fresh pork business, which includes its growing pork exports. In addition, the falling hog values have translated into lower input costs for its highest margin packaged meats segment that is generating record sales and over 70% of total operating profits. Thus, as long as the hog production and fresh pork segments are at least break-even on a combined basis, Smithfield should continue to grow earnings and cash flow. The stable outlook reflects Moody's expectation that Smithfield will maintain solid credit metrics and relatively stable operating performance. An upgrade to the Corporate Family Rating could occur if Moody's expects that Smithfield is likely sustain debt/EBITDA below 2.0x. In addition, the company would need to establish a track record of overall earnings stability before an upgrade would be considered. The rating could be downgraded if debt/EBITDA is sustained above 3.0x. Other events that could trigger a downgrade are partly out of the company's control, including trade disruptions in key export markets, a disease outbreak or a major oversupply condition. The principal methodology used in these ratings was Global Protein and Agriculture Industry published in May 2013. Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is the world's largest pork producer and processor. Revenue for fiscal year 2015 was approximately $14 billion. Hong Kong-based parent company, WH Group (formerly, Shuanghui International Holdings Ltd), is an investment holding company that also controls the largest poultry producer in China (Henan Shuanghui Investment & Development Co., Ltd). SOUTHERN TAN: Asks Court to Approve Use of IRS Cash Collateral -------------------------------------------------------------- Southern Tan, Inc., asks the U.S. Bankruptcy Court for the District of Kansas for authorization to use cash collateral. The Debtor's proposed Budget covers the months of January 2017 through July 2017. The Budget provides for total expenses in the amount of $58,420 for January 2017, $64,057 for February 2017, $71,070 for March 2017, $74,405 for April 2017, $66,303 for May 2017, $64,839 for June 2017, and $64,229 for July 2017. The Debtor believes that it is indebted to the Internal Revenue Service pursuant to a filed lien. The Debtor relates that while it has not fully analyzed the IRS liens, it does believe the IRS holds a duly perfected lien on the Debtor's accounts receivable. The Debtor proposes to provide the IRS with a replacement lien in post-petition accounts receivable in an amount equal to but not to exceed the cash collateral used and to the extent that use of cash collateral results in any decrease in the aggregate value of the IRS’s liens on Debtor’s property on the Petition Date. A full-text copy of the Debtor's Motion, dated Dec. 7, 2016, is available at http://bankrupt.com/misc/SouthernTan2016_1622397_2.pdf About Southern Tan, Inc. Southern Tan, Inc., filed a chapter 11 petition (Bankr. D. Kan. Case No. 16-22397-rdb) on December 6, 2016. The Debtor is represented by Colin N. Gotham, Esq., at Evans & Mullinix, P.A. The Debtor operates three tanning salons within the Kansas City area. SPECTRUM HEALTHCARE: Use of Cash Collateral on Interim Basis OK --------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut authorized Spectrum Healthcare LLC and its affiliated debtors to use cash collateral on an interim basis. MidCap Funding IV LLC, CCP Finance I, LLC, CCP Park Place, 7541 LLC and CCP Torrington 7542 LLC, also known as the CCP Landlords, Midland States Bank the Secretary of Housing and Urban Development, and the State of Connecticut Department of Revenue Services, or the DRS, all have interests in the cash collateral. The Spectrum Borrowers, consisting of all the Debtors, except Spectrum Healthcare Derby, LLC, owe Midcap Funding $4,073,230 for Debtors Spectrum Healthcare, LLC, Spectrum Healthcare Hartford, LLC, and Spectrum Healthcare Torrington, LLC, and $2,211,198 for Debtor Spectrum Healthcare Manchester, LLC, as of the Petition Date. Debtor Spectrum Healthcare Derby, LLC, is indebted to Midcap Funding in the amount of $1,244,879 as of the Petition Date. The Spectrum Tenants, consisting of Spectrum Healthcare Hartford and Spectrum Healthcare Torrington, leased from the CCP Landlords, consisting of CCP Park Place, 7541 LLC and CCP Torrington 7542 LLC, two skilled nursing facilities from which they operate their business. The Spectrum Tenants granted the CCP Landlords a security interest in Tenant Property and the products and proceeds thereof. The Spectrum Tenants are indebted to CCP Finance I, LLC pursuant to a promissory note in the original principal amount of $900,000. CCP Finance 1 was granted a security interest in substantially all the assets of the Spectrum Tenants. The Spectrum Tenants owe CCP Finance I approximately $825,000 as of the Petition Date. The DRS asserts a statutory right to set off the Debtors' unpaid prepetition provider taxes against the Debtors' prepetition Medicaid Receivables. Judge Tancredi acknowledged that the Debtors have an immediate need to use Cash Collateral in order to permit, among other tasks, the orderly continuation of the operation of their businesses, to minimize the disruption of their business operations, and to manage and preserve the assets of their estates. The approved consolidated Budget provides for total expenses in the amount of $1,320,214 for December 4, 2016 to December 10, 2016, $755,714 for December 11, 2016 to December 17, 2016, and $760,714 for December 18, 2016 to December 24, 2016. The Secured Parties were granted replacement liens on the Collection Accounts and the debtor-in-possession accounts of the Debtors, subject to Exclusion and Carve-Out. The Secured Parties were also granted, subject to the Exclusion and Carve-Out, an additional replacement lien in Cash Collateral, Accounts including health-care insurance receivables and governmental healthcare receivables and all proceeds thereof whether deposited in the Collections Accounts, any payment account or elsewhere, and other collateral in which each of the Secured Parties held a security interest pre-petition. The Debtors were directed to make weekly payments of $10,000 to MidCap Funding, as well as remit certain workers' compensation insurance refund due in February 2017 to MidCap Funding. The Carve-Out consists of payment for the Debtors' professional fees in the amount of $70,000 and for payment of the professionals of any Committee appointed in the Bankruptcy Cases in the amount of $40,000. Judge Tancredi held that any replacement lien granted is subordinate to any fees due to the U.S. Trustee and the costs due the Clerk of Court. A further hearing on the Debtors' Motion is scheduled on December 21, 2016 at 10:00 a.m. A full-text copy of the Order, dated December 7, 2016, is available at http://bankrupt.com/misc/SpectrumHealthcare2016_1621635_190.pdf About Spectrum Healthcare LLC Spectrum Healthcare, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on October 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. At the time of filing, the Debtors estimated their assets and liabilities at: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. STONE OAK: Court Dismisses Ch. 11 Case -------------------------------------- Judge Mary Ann Whipple of the United States Bankruptcy Court for the Northern District of Ohio, Western Division granted the United States Trustee's motion to dismiss the Chapter 11 case of Stone Oak Investment, LLC, Debtor, Case No. 15-30316 (Bankr. N.D. Ohio). The United States Trustee's motion was premised largely on Stone Oak Investment, LLC's inability to propose a confirmable plan and the absence of a reasonable likelihood of its reorganization. Previously, on November 28, 2016, the court entered an order denying Stone Oak's motion for cramdown and for confirmation of its proposed Amended Chapter 11 Plan. The court held that Stone Oak failed to show that its proposed plan is feasible . Judge Whipple found that no further process of disclosure and plan amendment is justified at this point, and that Stone Oak lacks a reasonable ability to propose a feasible reorganization or liquidation plan. The judge concluded that cause exists under 11 U.S.C. section 1112(b)(1) which states that "on request of a party in interest, and after notice and a hearing, the court shall convert a case under this chapter to a case under chapter 7 or dismiss a case under this chapter, whichever is in the best interests of creditors and the estate, for cause. . ." Judge Whipple also concluded that, given the nature of Stone Oak's assets, the limited number of creditors in the case, and the agreements entered into by Stone Oak and its principal with Farmers & Merchants State Bank and the Lucas County Treasurer for payment of the debts owed to those two creditors, no identified purpose would be served by conversion of the case to Chapter 7 and appointment of a trustee. Thus, Judge Whipple found that dismissal, rather than conversion to Chapter 7, is in the best interests of creditors and the estate. A full-text copy of Judge Sontchi's November 15, 2016 opinion is available at http://bankrupt.com/misc/ohnb15-30316-129.pdf The bankruptcy case is Stone Oak Investment, LLC, Case No. 15-30316 (Bankr. D. Ohio). SUNOPTA FOODS: Moody's Assigns B3 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned ratings to SunOpta Foods Inc., consisting of a B3 corporate family rating (CFR), B3-PD probability of default rating, Caa1 rating to its second lien notes, and SGL-3 speculative grade liquidity rating. The ratings outlook is stable. Moody's had originally rated SunOpta in September, 2015, but the ratings were withdrawn shortly thereafter, as the proposed debt was not issued at that time. Ratings Assigned: -- Corporate Family Rating, B3 -- Probability of Default Rating, B3-PD -- US$231 million Second Lien Notes due 2022, Caa1 (LGD5) -- Speculative Grade Liquidity, SGL-3 Outlook: -- Assigned as Stable RATINGS RATIONALE SunOpta's B3 CFR primarily reflects its operational underperformance and execution risks of bringing leverage (adjusted Debt/EBITDA) down towards 5x through the next 12 to 18 months from 6x currently (pro forma for the investment by private equity firm, Oaktree Capital Management), together with strategic uncertainties as Oaktree, a minority investor, is actively involved in the management of the company while the company searches for a new CEO. As well, the rating considers the company's exposure to raw material price volatility, weak margins and potential for food safety recalls and liability claims. These factors are mitigated by the company's good positions in the private label organic and non-genetically modified (non-GMO) food and beverage categories and attractive long-term sector growth prospects. The rating presumes the company will improve its operational performance and grow EBITDA modestly. SunOpta has adequate liquidity (SGL-3), supported by cash of $2 million at Q3/2016 (October 2016), Moody's expectation for annual free cash flow of at least $10 million and $105 million of availability under its $350 million ABL facility due February 2021. SunOpta is not subject to any financial maintenance covenant unless its availability falls below a certain threshold, when it will have to comply with a minimum fixed charge coverage ratio of 1x. Moody's does not expect this covenant to be restrictive through the next 4 to 6 quarters. SunOpta has some flexibility to generate liquidity from asset sales. The stable outlook reflects expectations that the company will likely overcome its operational challenges, improve profitability and reduce leverage towards 5x through the next 12 to 18 months. A rating upgrade to B2 would require SunOpta to successfully complete its operational realignment and sustain Debt/EBITDA below 5x (pro forma 6x) and EBIT/Interest above 2x (pro forma 1.5x). A rating downgrade to Caa1 could occur if the company's poor execution continues, if liquidity position worsens, likely due to negative free cash flow generation for an extended period, or if Debt/EBITDA was sustained above 7x and EBIT/Interest below 1x. The principal methodology used in these ratings was "Global Packaged Goods" published in June 2013. SunOpta Foods Inc., headquartered in Mississauga, Ontario, Canada, is focused on both procuring and processing non-genetically modified and organic ingredients from global sources and manufacturing healthy packaged beverages, fruit and snacks, primarily in the US. Revenue for the last twelve months ended Oct 1, 2016 was about $1.4 billion. SUTTON LUMBER: Seeks to Hire Marsh Risk as Appraiser ---------------------------------------------------- Sutton Lumber Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire an appraiser. The Debtor proposes to hire Marsh Risk Consulting, Valuation Services Practice to conduct an appraisal of its machinery and equipment used to operate its plant in Tennga, Georgia. The firm will receive a flat fee of $9,500, and reimbursement of work-related expenses. Jeff Stemple, an appraiser employed with Marsh Risk, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Marsh Risk can be reached through: Jeff Stemple Marsh Risk Consulting Valuation Services Practice 3560 Lenox Road, Suite 2400 Atlanta, GA 30326 The Debtor is represented by: Leslie M. Pineyro, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, Georgia 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: lpineyro@joneswalden.com About Sutton Lumber Co. Headquartered in Tennga, Georgia, Sutton Lumber Co., Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-40233) on Feb. 1, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Harold Sutton, president. The Debtor operates a sawmill, planning mill, chip mill and power plant located on its property. The Debtor is owned by Harold Sutton and Doyle Sutton. Judge Paul W. Bonapfel presides over the case. Leslie M. Pineyro, Esq., at Jones And Walden, LLC, serves as the Debtor's bankruptcy counsel. SWING HOUSE: Can Use Cash Collateral on Final Basis Until Feb. 11 ----------------------------------------------------------------- Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central District of California authorized Swing House Rehearsal and Recording, Inc. to use cash collateral on a final basis. The Debtor was authorized to use cash collateral to pay expenses of approximately $518,760, as set forth in the Budget, through and including February 11, 2017. Judge Kwan also approved the replacement liens and administrative claims, as well as the professional fee carve-out for the professionals retained by the Debtor, as set forth in the cash collateral stipulation. A full-text copy of the Final Order, dated December 6, 2016, is available at https://is.gd/fMGFAV About Swing House Rehearsal Swing House Rehearsal and Recording, Inc. dba Swing House Studios filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24758), on November 8, 2016. The petition was signed by Philip Jaurigui, president and secretary. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Kurt Ramlo, Esq. and Jeffrey S. Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. TCR III INC: PCO Files Report on Amerisist of Manassas Facility --------------------------------------------------------------- Arthur E Peabody, Jr., the Patient Care Ombudsman for TCR III, Inc., et al., has filed a report following a review on December 2, 2016, at the Debtor's assisted living facility located in Manassas, Virginia, commonly called as the Amerisist of Manassas. The PCO pointed out that the Amerisist of Manassas had a system of care in place that was affording adequate care to residents and protecting them from undue risks to their personal safety. Moreover, the PCO noted that the staffing appears to be adequate and that there was no evidence that adequate medical professionals were not made available to residents. Also, the PCO added that with regard to the resident safety and care, there is no evidence that appropriate professional judgment was not exercised by the facility staff in the circumstances. As regards hospitalization, the PCO observed that there is no evidence indicative of a lack of timely attention or inadequate care that would have contributed to a resident's deteriorating condition or any subsequent need for re-hospitalization. The PCO also reported that appropriate standards of documentation were met or exceeded in every case in the use of medication and medication administration. In fact, the PCO noted that there were no discrepancies found in the review of the Medication Administration Records (MARS). A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/vaeb16-14162-237.pdf TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas" location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the "Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.) (the "Stephens City" location); TCR VI, Inc.; and America House Assisted Living of Front Royal, L.L.C. (the "Front Royal" location), filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 15-14162, 15-14163, 15-14165, 15-14168 and 15-14169) on Nov. 24, 2015. The Debtors operate senior care facilities. The Hon. Brian F. Kenney presides over the cases. Lawyers at Sands Anderson PC, serve as counsel to the Debtors. TCR III estimated $1 million to $10 million in both assets and liabilities. The petitions were signed by Charles V. Rice, president. TERVITA CORP: S&P Raises CCR to 'B-' on Restructuring Approval -------------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Calgary, Alta.-based Tervita Corp. to 'B-' from 'D' (default). The outlook is stable. At the same time, S&P Global Ratings assigned its 'B-' issue-level rating to the US$360 million 7.625% second-lien notes that Tervita Escrow Corp. is issuing. The recovery rating on the debt is '3', indicating S&P's expectation of meaningful (50%-70%; upper half of the range) recovery under its simulated default scenario. In addition, S&P's existing '3' and '6' recovery ratings on Tervita's previous secured and senior unsecured debt, respectively, and the 'D' ratings on these notes will remain in place until Tervita completes its restructuring plan. S&P Global Ratings will then withdraw its recovery and debt issue ratings on these notes. "The upgrade follows the company receiving court approval for its debt restructuring plan," said S&P Global Ratings credit analyst Michelle Dathorne. S&P's assessment of Tervita's credit quality focuses on the company's prospective business risk and financial risk profiles, which will be characterized by Tervita's narrowed operating focus on its most profitable business segments, improved cost management, and a dramatically reduced leverage position. Although S&P expects the company will be able to generate sufficient cash flow to meet all its forecast spending obligations, S&P estimates Tervita's cash flow metrics will remain consistent with a highly leveraged financial risk profile, due to the company's materially reduced absolute forecast cash flow generation relative to S&P's fully adjusted estimated gross debt for 2017 and 2018. The ratings on Tervita reflect S&P Global Ratings' opinion of the company's position as an environmental services provider in the western Canada Sedimentary Basin, limited competitive advantage in the Canadian oilfield services (OFS) sector, and projected cash flow metrics that S&P expects will remain commensurate with a highly leveraged financial risk profile. S&P estimates weighted-average 2017-2018 funds from operations (FFO)-to-debt ratio remaining in the 8%-12% range. The company's reduced pro forma fixed costs and forecast cash flow generation, which should enable Tervita to fund all spending obligations with internally generated cash flow, partially offset these credit weaknesses. The stable outlook reflects S&P Global Ratings' expectation that Tervita, with its focus on higher-margin businesses and significantly reduced fixed costs, should be able to generate sufficient cash flow to internally fund all operating and fixed charge obligations. Based on S&P's estimated cash flow generation in 2017 and 2018, relative to its forecast, pro forma, fully adjusted debt for the company, S&P estimates Tervita's fully adjusted FFO-to-debt ratio will be in the 8%-12% range during S&P's 12-month outlook period. S&P would lower the rating if the company's two-year (2017-2018), weighted-average FFO-to-debt ratio falls below 6%, and S&P expected the ratio would consistently remain below this level. S&P believes this could occur if Tervita dramatically increases its gross debt without an offsetting increase in FFO generation. A downgrade could also occur if the company's liquidity position deteriorates such that Tervita would no longer be able to meet its fixed charge obligations. Assuming the company's scope of operations and overall business risk profile do not change, S&P could raise the rating if Tervita is able to strengthen its weighted-average FFO-to-debt ratio above 20%, and maintain the ratio above this level consistently. Based on S&P's expectations for industry activity during the outlook period, it believes an upgrade is unlikely to occur during the upcoming 12 months. TIHI RESTAURANT: Seeks to Hire Tischler as Legal Counsel -------------------------------------------------------- Tihi Restaurant Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Law Offices of Perry Ian Tischler, P.C. to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, review claims, and provide other legal services. Tischler will be paid an hourly rate of $300 for its services. Perry Ian Tischler, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Perry Ian Tischler, Esq. Law Offices of Perry Ian Tischler, P.C. 38-39 Bell Boulevard, Suite #203 Bayside, NY 11361 Phone: (718) 229-5390 Email: perryiantischleresq@gmail.com About Tihi Restaurant Corp. Tihi Restaurant Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12912) on October 17, 2016. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. TOWNSIDE CONSTRUCTION: Disclosures Conditionally Approved --------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia has conditionally approved Townside Construction, Inc., and Landmark Properties, Inc.'s disclosure statement filed on Nov. 18, 2016, referring to the Debtor's plan of reorganization. The hearing on final approval of the Disclosure Statement is scheduled for Dec. 22, 2016, at 11:00 a.m. Dec. 19 is the last day for filing written objections to the Disclosure Statement, written objections to confirmation of the Plan, and written acceptances or rejections of the Plan. The Debtors are represented by: Andrew S. Goldstein, Esq. Garren R. Laymon, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. P.O. Box 404 Roanoke, VA 24003-0404 Tel: (540) 343-9800 Fax: (540) 343-9898 E-mail: agoldstein@mglspc.com glaymon@mglspc.com Townside Construction, Inc., and Landmark Properties, Inc., are headquartered in Salem, Virginia. Townside Construction filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case No. 16-70629) on May 6, 2016, estimating its assets and debts at between $1 million and $10 million each. Landmark Properties, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case No. 16-70639) on May 9, 2016, estimating its assets and debts at between $1 million and $10 million each. The petitions were signed by Jerry Grubb, secretary/treasurer. Judge Paul M. Black presides over the cases. Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as the Debtors' bankruptcy counsel. V & L TOOL: Wants to Continue Using GE Healthcare Cash Collateral ----------------------------------------------------------------- V & L Tool, LLC, f/d/b/a VLT Acquisition LLC and GE Healthcare, a division of General Electric Company, ask the U.S. Bankruptcy Court for the Eastern District of Wisconsin for authorization for the Debtor to use cash collateral. The Debtor and GE Healthcare were parties to a Stipulation regarding the interim use of cash collateral, which was approved by the Court. Pursuant to the Stipulation, which had been amended twice, the Debtor was authorized to use cash collateral through December 5, 2016. The Debtor and GE Healthcare agreed to further amend their Stipulation, which contains, among others, the following amended terms: (1) The term of the Stipulation will be extended until March 31, 2017; (2) For each payment by GE Healthcare to the Debtor under the GEHC Supply Agreement that is made by GE Healthcare after December 6, 2016 and on or before March 31, 2017, GE Healthcare will withhold 20% of the payment amount as a setoff/recoupment to be applied against the Subject Obligations. (3) All the previously amended terms and conditions of the Stipulation, which had been approved by the Court, will remain in full force and effect. A full-text copy of the Stipulated Motion, dated December 5, 2016, is available at http://bankrupt.com/misc/V<ool2016_1624208svk_180.pdf GE Healthcare is represented by: Brittany S. Ogden, Esq. QUARLES & BRADY LLP 33 E. Main Street, Suite 900 Madison, WI 53703 Telephone: (608) 251-5000 Email: Brittany.ogden@quarles.com The case is In re V & L Tool, LLC f/d/b/a VLT Acquisition LLC (Bankr. E.D. Wis. Case No. 16-24208). VANGUARD HEALTHCARE: PCO Files 3rd Report Regarding 14 Facilities ----------------------------------------------------------------- Laura E. Brown, Esq., the Patient Care Ombudsman for Vanguard Healthcare, LLC, has filed a third report before the U.S. Bankruptcy Court for the Middle District of Tennessee regarding the Debtor's 14 facilities. The PCO reported that there were no declines in the quality of resident care at the Debtor's facilities in Mississippi, the Aurora Health and Rehabilitation, LLC, Rest Haven Health and Rehabilitation, and Shady Lawn Health and Rehabilitation. The PCO reported the same at the Debtor's facilities in Florida, the Whitehall Boca Raton, and in Tennessee, the Glen Oaks Health and Rehabilitation, The Palace Healthcare and Rehabilitation, and the Church Hill Care and Rehabilitation. The PCO further reported that the odor complaints at the three facilities, Aurora Health and Rehabilitation, LLC, Vicksburg Convalescent Center, and Vanguard of Manchester have been resolved. Also, in Vanguard of Memphis, located in Memphis, Tennessee, the residents reported issues with food temperature and the quality and lack of meaningful engagement between the residents and staff. On all visits, the representative continues to work with the facility to improve the resident experience and address the issues and concerns brought by residents and families. Moreover, during the November 28, 2016 visit at the Debtor's Whitehall Boca Raton facility located in Boca Raton, Florida, the representative observed that one of the dinning rooms in the facility was noted to be untidy and dirty and that several required postings had not been updated. The PCO noted that facility administrator is addressing the issues brought up by the representative and the administrator and the training nurse agreed to schedule a mid-morning activity for residents. The Ombudsman said that in one of the Debtor's facility in Tennessee, Crestview Health and Rehabilitation, the Ombudsman representatives will frequently visit with residents to ensure that the residents are receiving quality care and to quickly address any complaints that may arise as the facility transitions to new ownership. The PCO added that the report for Ashland Healthcare and Rehabilitation in Mississippi and Boulevard Terrace Rehabilitation and Nursing Home and in Boulevard Terrace Rehabilitation and Nursing Home, both located in Tennessee, will be included in the next report, while the report for Eldercare Health and Rehabilitation located in Ripley, West Virginia, will be updated just as soon as that information becomes available. About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. The cases are assigned to Judge Randal S. Mashburn. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors have hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. The U.S. Trustee for Region appointed seven creditors of Vanguard Healthcare, LLC, to serve on the official committee of unsecured creditors. The committee members are Kindred Nursing Centers East, L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc., Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier, and Rezult Group, Inc. VIGNAHARA LLC: To Recover 10% By End of 2017 -------------------------------------------- Vignahara, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement referring to the Debtor's plan of reorganization. Class 8 - General Unsecured Claims. The Debtor scheduled approximately 16 creditors holding general unsecured claims totaling $81,970.18. Harris County/Harris Sports filed an unsecured claim in the amount of that $19,520.01 arising from a judgment. Class 8 Claims are approximately $101,490.19. These claims are being paid 10% of their total amount to be paid by the end of 2017. The Debtor has shown that it can fund its operating costs and debt service with the current revenues but the key to restoring the business to sustained profitability is to regain its Red Roof Inn franchise. The Debtor's plan combines financing from both operations and other sources in order to increase revenues and gain back its Red Roof Inn franchise. As of October 31, 2016, the Debtor had $36,818 in cash available. The Debtor's monthly operating report reflects that it also has $131,659 in receivables and the Debtor has been attempting to verify this number with Red Roof Inn who kept these accounts. The Debtor's proposal is that the equity owners will contribute an additional $10,000 to purchase the equity in the Reorganized Debtor. The Debtor will use the Reserve Funds to pay down a portion of 2016 taxes. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-32261-67.pdf The Plan was filed by: Russell W. Mills, Esq. Hiersche, Hayward, Drakeley & Urbach, P.C. 15303 Dallas Parkway, Suite 700 Addison, Texas 75001 Tel: (972) 701-7000 Fax: (972) 701-8765 E-mail: rmills@hhdulaw.com About Vignahara LLC. Vignahara, LLC, is a Texas limited liability company formed on Aug. 12, 2013. It is a family run business. Jagdishbhai Patel and Binal Patel are the sole mangers and members of the Debtor. The Debtor's sole asset is a 112-room hotel located at 11999 East Freeway in Houston, Texas, which until recently was operated as a Red Roof Inn franchise. It has operated under the name of Red Roof Inn East Houston. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-32261) on June 6, 2016. The petition was signed by Binal Patel, member. The Debtor is represented by Russell W. Mills, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C. The case is assigned to Judge Barbara J. Houser. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. VIRGIN ISLANDS PFA: S&P Cuts Sr.-Lien Fund Notes Rating to BB ------------------------------------------------------------- S&P Global Ratings has lowered its rating on Virgin Islands Public Finance Authority's (VIPFA) senior-lien matching fund notes to 'BB' from 'BBB' and has lowered its rating on subordinate-lien matching fund notes, issued for the U.S. Virgin Islands (USVI), to 'BB-' from 'BBB-'. At the same time, S&P Global Ratings has assigned its 'BB' long-term rating to VIPFA's series 2016A senior-lien capital projects and working capital notes and its 'BB-' to its series 2016B subordinate-lien working capital notes, issued for the USVI. "The downgrade reflects weakened economic conditions, declining coverage and revenue trends, and continued reliance on this revenue source to finance operating deficits," said S&P Global Ratings credit analyst John Sugden. "It also reflects our view of a closer linkage between the territory's general fiscal condition and the repayment of the bonds, especially during times of significant fiscal distress", he added. The outlook is negative, reflecting S&P's view that the continued significant economic, financial, and budgetary challenges the territory currently faces, absent corrective action, could lead to increased deficit financing and, over time, inadequate capacity or willingness to meet its financial commitment to its obligations, especially if market access becomes constrained. The rating reflects the application of both S&P's "Federal Future Flow Securitization" criteria (USFFFS), published March 12, 2012, on RatingsDirect, and S&P's "Special Tax Bonds" criteria, published June 13, 2007. The final rating is based on lower of the two ratings as analyzed under these two criteria. The bonds are analyzed under the USFFFS criteria because they are secured by rum excise tax received from the U.S. Treasury at the request of the Department of the Interior (DOI). The criteria provide a consistent framework for determining the maximum possible rating that various types of federal revenue securitizations may obtain. Under the USFFFS criteria, the debt's profile receives an overall score of '1.4' on a four-point scale on which '1' is the strongest and '4' is the weakest. The score implies that the highest achievable rating is 'A+', with the upper limit established in relation to the U.S. sovereign issuer credit rating. The final issue rating of 'BB' for senior-lien bonds and 'BB-''subordinate-lien bond is lower than the highest achievable rating under S&P's USFFFS criteria based on the application of its Special Tax criteria. The 'BB' rating on the senior-lien bonds reflects S&P's view of these weaknesses: -- The government's fiscal distress, as evidenced by its significant structural imbalance and continued reliance on debt issuance to fund operations, weak financial reporting, significantly underfunded pension liabilities, and negative fund balances, which could translate into continued bonding to fund operating deficits and, in the absence of market access or bonding capacity; impaired ability or willingness to pay debt service on the bonds; -- Adequate, but declining debt service coverage, which could continue to decline based on additional issuance or declines in rum sales; -- The need for annual gubernatorial instructions to the U.S. Treasury DOI for payment to the special escrow agent as well as regular U.S. federal legislative approvals to maintain the current $13.25 transfer rate, which could at times translate into lower or delayed revenues; -- Narrow and concentrated base of tax generators with two companies, Diageo and Cruzan, generating all revenues; -- Industry, environmental, and business risks to the major production facilities on the island; and -- Limited financial flexibility as evidenced by the need to structure debt service relying on capitalized interest to absorb increased debt service costs and back-loaded debt service schedule. These weaknesses are somewhat offset by S&P's view of: -- The lockbox flow of funds in which the pledged revenues are deposited directly by the U.S. Treasury into a special escrow account held by the special escrow agent; -- The authority's adequate senior-lien maximum annual debt service coverage: 2.43x based on $187 million collected in fiscal 2015; and -- Adequate bond provisions that include a fully funded debt service reserve and a multipart additional bonds test (ABT). The 'BB-' rating on the subordinate-lien bonds reflects many of the same strengths and weaknesses but also reflects the bonds' secondary position in the flow of matching funds received within the 1998 indenture and lower coverage and ABT. All-in MADS coverage based on fiscal 2015 revenues was 1.93x. The negative outlook reflects S&P's view that while coverage remains adequate, there are significant pressures that could lead to higher leverage, declining revenues, or both. S&P believes that the USVI's continued fiscal challenges are likely to result in significant additional deficit financing. S&P anticipates potential further deterioration in credit quality if the USVI does not take definitive action to address its current fiscal position and S&P views the USVI's capacity or willingness to pay debt service on the bonds as increasingly compromised. Depending on the magnitude of the fiscal distress, S&P could lower its ratings by one or more notches over the one year outlook horizon. S&P could also lower its ratings by multiple notches should there be precipitating events, such as the loss of market access or, in S&P's view, diminished willingness to pay debt service or the potential for revenue flow diversions. A return to stable would necessitate demonstrated improvement in the USVI's fiscal performance and position so as to diminish its reliance on matching fund loan revenues to fund operating deficits. It would likely require the adoption of a long-term financial plan that credibly stabilizes the USVI's finances and provides a path to structural balance, while at a minimum beginning to address the territory's significant pressures, such as its largely unfunded pension system. VIRGIN ISLANDS PFA: S&P Lowers Rating on GRT Loan Notes to 'B' -------------------------------------------------------------- S&P Global Ratings has lowered its rating on the Virgin Islands Public Finance Authority's (VIPFA's) gross receipts tax (GRT) loan notes, issued for the U.S. Virgin Islands (USVI), seven notches to 'B' from 'BBB+'. The downgrade reflects weak economic conditions, declining coverage, and the potential for further coverage dilution based on the need to issue additional debt to fund capital and cover operating deficits. It also reflects S&P's view of a closer linkage between the territory's general fiscal condition and the repayment of the bonds, especially during times of significant fiscal distress. "In our view, the USVI faces significant economic, financial, and budgetary challenges, which we believe could lead to inadequate capacity to meet its financial commitment to the obligations," said S&P Global Ratings credit analyst John Sugden. The outlook is negative, reflecting S&P's view that the continued significant economic, financial, and budgetary challenges the territory currently faces, absent corrective action, could lead to continued structural imbalance, increased deficit financing, and, over time, inadequate capacity or willingness to meet its financial commitment to its obligations, especially if market access becomes constrained. The 'B' rating reflects: -- The government's fiscal distress, as evidenced by its significant structural imbalance and continued reliance on deficit financing to fund operations, weak financial reporting, significantly underfunded pension liabilities, and negative fund balances, which could translate into increased debt issuance and, ultimately, impair the government's ability or willingness to pay debt service on the bonds, especially in the absence of market access or bonding capacity; -- Pledged revenues that have exhibited either declining or flat growth absent tax rate increases and are levied on a limited and concentrated base; -- Adequate, but substantially reduced, debt service coverage, due to flat revenues and rising debt service, which could continue to decline based on additional issuance, a weaker economy, or tax base erosion due to increased exemptions to promote economic development; -- Limited economy, concentrated in rum production, tourism, and government that has experienced significant losses following the recession and the 2012 closure of the Hovensa oil refinery, one of its largest employers, and that could be negatively affected by competitive, environmental, or fiscal factors. Offsetting factors include: -- A five-year fiscal recovery plan, which if implemented, could begin to address some of the USVI's long-term structural challenges; -- The potential for growing employment following the new operating agreement with Limetree Bay Terminals LLC. The negative outlook reflects S&P's view that although coverage remains adequate, there are significant pressures that could lead to higher leverage, declining revenues, or both. To the extent that the USVI continues to face significant fiscal pressures, S&P believes significant additional deficit financing is likely. In S&P's view, if the territory does not take definitive action to address its current fiscal position, S&P could see further deterioration in credit quality, especially if S&P views the USVI's capacity or willingness to pay debt service on the bonds as compromised. Depending on the magnitude of the fiscal distress, S&P could lower its rating by one or more notches over the one-year outlook horizon. S&P could also lower its rating by one or more notches should S&P believes that revenue flows are being disrupted. A return to stable would necessitate demonstrated improvement in the USVI's fiscal performance and position so as to diminish its reliance on matching fund loan revenues to fund operating deficits. It would likely require the adoption of a long-term financial plan that credibly stabilizes the USVI's finances and provides a path to structural balance, while at a minimum beginning to address the territory's significant pressures, such as its largely unfunded pension system. VTR FINANCE: Fitch Assigns 'BB-' IDR & Rates USD1.4BB Notes 'BB-' ----------------------------------------------------------------- Fitch Ratings has assigned VTR Finance B.V. Long-Term Foreign Currency and Local Currency Issuer Default Ratings of 'BB-'. The Rating Outlook is Stable. Fitch has also assigned a 'BB-' to the company's USD1.4 billion senior secured notes due 2024 and revolving credit facility. KEY RATING DRIVERS VTR's ratings reflect its strong market position in the Chilean telecom industry in Chile, primarily Pay TV and Internet services. VTR's ratings are supported by its competitive network quality, brand recognition, and successful commercial strategy for its bundled services offerings. The company's cash flow generation is relatively stable, despite a highly competitive environment, and it boasts strong financial flexibility underpinned by its long dated debt maturity profile and committed credit facility. The ratings are tempered by its moderately high leverage for the rating level, pressured free cash flow (FCF) generation in the short to medium term due to high capex, a mature and highly competitive industry backdrop, and a lack of service diversification compared to the other integrated telecom operators in the country. VTR is a wholly owned subsidiary of Liberty Global plc (LG), and is a part of the LiLAC Group (LiLAC), which represents LG's Latin America and Caribbean operations. The company benefits from the strategic oversight by LG and its management expertise, as well as procurement and operating synergies. LiLAC operating entities are separately capitalized and operations are managed independently. LG maintains the common group leverage target of 4.0x-5.0x for its subsidiaries, which is slightly higher than the company's current leverage. Fitch believes that any material improvement in the company's financial profile from the current level would be difficult as any significant deviation from the group's financial target could be limited. Strong Market Position: VTR is the leading provider of pay TV and broadband services in Chile, with subscriber market shares of 35% and 37% on a national basis, respectively, followed closely by its main incumbent competitor, Telefonica Chile S.A., as of June 30, 2016. VTR is also the second largest fixed-line telephony service provider, with a 20% of subscriber market share during the same period. The company has consistently increased its overall revenue generating units (RGU) in recent years, backed by its effective bundled product strategy based on network and service competitiveness. In the mobile service, the company operates as a virtual network operator (MVNO) with a low market share of just 1%. Fitch does not expect any material cash flow contribution from this segment in the short to medium term. Stable Operating Performance: VTR's performance has remained solid through the combination of continued ARPU growth and subscriber expansion. The company's revenue growth averaged 6% during 2013-2015 with solid EBITDA margin improvement to 39% from 36% during the period, and the trend has continued during the first nine months of 2016. This solid performance has been entirely achieved by growth in its Internet and pay TV services, which have fully offset reductions in fixed-line telephony services revenues due to the ongoing mobile-fixed substitution trend. Fitch expects the company's revenue growth to continue over the medium term, with relatively stable EBITDA margins of 37%-38% over the medium term. High Capex: Fitch does not expect any meaningful FCF generation over the medium term due to high capex requirements. While Fitch believes that VTR should continue to enjoy strong growth of data and pay TV services in the Chilean market, given its attractive range of services and its solid market position, the competitive pressures could increase for subscriber acquisition amid increasing market maturity. To ensure its service quality and to increase coverage, Fitch expects the company to increase its capital investment, measured by capex to sales, to about 22% during 2016-2018, compared to 19% in 2015. Stable Leverage: VTR's financial leverage is deemed moderately high for the rating level. The company's debt is mostly comprised of its USD1.4 billion senior secured notes due 2024, which were issued in 2014. The proceeds were used to pay off debt at UPC Holding B.V., which is LG's European subsidiary and credit pool. The company's adjusted debt to EBITDAR was 3.8x, including the net fair value of hedge derivatives, as of Sept. 30, 2016, which was a modest improvement from 4.2x at end-2014 due to EBITDA improvement. Fitch expects the company's leverage to remain stable during 2016-2018, barring any material amounts of cash paid to the parent, as its suppressed FCF generation to be offset to a degree by continued modest growth in EBITDA. DERIVATION SUMMARY VTR's lack of service diversification amid the mature market conditions in Chile, and its moderately high leverage compared to the more diversified competitors in Chile and the regional peers in the 'BB' rating category are credit negatives. Also, LG's group financial policy is a constraint on VTR's ratings. These weaknesses are mitigated to a degree by its leading market positions and solid network competitiveness, and financial flexibility, all of which are deemed solid for the rating level. No country ceiling, parent-subsidiary linkage, or operating environment aspects impact. KEY ASSUMPTIONS -- Mid-single digits revenue growth over the medium term, with strong growth in Internet services and Pay TV; -- Capex-to-sales ratio to remain at around 22% ; -- No meaningful FCF generation in 2017-2018; -- EBITDA margin in the range of 37%-38% during 2016-2018; -- Adjusted net debt to EBITDAR ratio to remain below 4.0x over the medium term. RATING SENSITIVITIES Future Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Deterioration in operating performance leading to muted revenue growth amid margin erosion; -- Sustained negative FCF generation amid higher-than-expected capex requirement; -- Any material cash flow upstream to LG; -- Its adjusted net leverage increasing toward 4.5x on a sustained basis. Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Continued solid top-line growth along with margin expansion, and positive FCF generation; -- Clear commitment for deleveraging in the absence of any material cash flow upstream to LG, resulting in its adjusted net leverage falling well below 3.5x on a sustained basis. LIQUIDITY VTR's liquidity profile is sound as the company does not face any debt maturity until 2024 when its senior secured notes become due. The company's cash balance amounted to CLP75.7 billion (USD114 million) by end-September 2016, and its operational cash flow generation is relatively stable. In line with other LG operating subsidiaries, the Chilean operating subsidiaries of VTR has a senior secured credit facility of USD160 million and CLP22 billion in place, which remains undrawn and supports its financial flexibility, if necessary. FULL LIST OF RATING ACTIONS Fitch has assigned these ratings. VTR Finance B.V -- Long-Term Foreign Currency and Local Currency IDRs 'BB-'/Outlook Stable; -- USD1.4 billion senior secured notes 'BB-'. -- Secured revolving credit facility 'BB-'. WALTER H. BOOTH: Wants to Continue Using Ocwen Cash Until Feb. 28 ----------------------------------------------------------------- Walter H. Booth Clause 4 Trust seeks authorization from the U.S. Bankruptcy Court for the District of New Hampshire to continue using cash collateral in order to pay its postpetition obligations and mortgage. The Walter H. Booth Clause 4 Trust is a business trust with two Co-Trustees, Stephen W. Booth and David H. Booth. The Trust has been in place since November 7, 1985. The Debtor does not have any employees. The Debtor owns a three and one half acre parcel of land with three buildings on the property, as well as an additional unbuildable parcel of land, a gully, which abuts the larger property. The real estate is valued at $1,381,600. The Debtor has leased the land to Transformer Service, Inc. Ocwen Loan Servicing, LLC has a mortgage on both parcels, and the Debtor believes that Ocwen Loan Servicing holds a first priority lien on the pre-petition cash collateral. The Debtor relates that needs the use of the cash collateral to satisfy necessary monthly mortgage payments, utility, taxes and expenses. The Debtor further relates that absent the use of cash collateral, it will likely be forced to cease operations immediately, resulting in the forced liquidation or foreclosure of its assets. The Debtor contends that it does not have accounts receivables, however, the Debtor is owed back rent in the approximate amount of $315,000. The Debtor further contends that it is behind on its mortgage payments and is unable to resolve a payment plan or agreement with the mortgage holder Ocwen Loan Servicing. The Debtor's proposed two-month Budget projects total cash disbursements of $10,193 for the period from January 1, 2017 to January 31, 2017, and $10,043 for the period from February 1, 2017 to February 28, 2017. The Debtor proposes to grant Ocwen Loan Servicing with a replacement lien on the estate's post-petition accounts receivable and the cash proceeds thereof, with the same priority, validity, and enforceability as such existing lien on the Pre-Petition Cash Collateral, but will only be recognized to the extent of the diminution in value of the Pre-Petition Cash Collateral resulting from the Debtor's use of cash collateral. A hearing on the Debtor's continued use of cash collateral is scheduled on December 28, 2016 at 2:00 p.m. A full-text copy of the Debtor's Motion, dated December 6, 2016, is available at https://is.gd/oD3e4e A full-text copy of the Budget, dated December 6, 2016, is available at https://is.gd/5q3rwx About Walter H. Booth Clause 4 Trust Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016. The petition was signed by Stephen W. Booth, trustee. The Debtor is represented by Eleanor W. Dahar, Esq., at Victor W. Dahar Professional Association. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. WERTHAN PACKAGING: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- Samuel K. Crocker, U.S. Trustee for Region 8, on Dec. 8, 2016, appointed three creditors of Werthan Packaging, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Olga Holovenko Director of Credit KAPSTONE PAPER CORP. 1101 Skokie Boulevard, Suite 300 Northbrook, IL 60062 Tel: (847) 239‐8863 E-mail: Olga.holovenko@kapstonepaper.com (2) Heather Puskar PENN PAC Office Manager 345 East Stiegel Street Manheim, PA 17545 Tel: (717) 664‐4040 E-mail: Hpuskar@pennpac.com (3) Bruce Trimble Vice President – Finance DIXIE GRAPHICS, INC. 636 Grassmere Park Nashville, TN 37211 Tel: (615) 620‐3672 E-mail: Btrimble@dixiegraphics.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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 Dec. 4, 2016. The Debtor is represented by Paul G. Jennings, Esq., and Gene L. Humphreys, Esq., at Bass, Berry & Sims PLC of Nashville, Tennessee. WHITESBURG REALTY: Allowed to Continue Using Cash Until Dec. 31 --------------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky authorized Whitesburg Realty, LLC, to continue using cash collateral through Dec. 31, 2016. The Debtor had expressly agreed not to make any distributions, payments, advances, or any other transfer to Jeffrey Ruttenberg, any relative of Jeffrey Ruttenberg, or any entity in which Jeffrey Ruttenberg has an ownership interest during the Debtor's bankruptcy. The Debtor's cash collateral creditor was granted replacement liens in postpetition rents generated by the Debtor's postpetition rental operations, subject only to any valid and enforceable, perfected, and non-avoidable liens of other secured creditors. The Debtor was directed to make monthly adequate protection payments to its cash collateral creditor in the amount of $15,000. A full-text copy of the Order, dated December 5, 2016, is available at http://bankrupt.com/misc/WhitesburgRealty2016_1650721grs_106.pdf About Whitesburg Realty, LLC. Whitesburg Realty, LLC, a Kentucky limited liability company, was established on Feb. 10, 2004. The sole member of Whitesburg Realty is Jeffrey C. Ruttenberg. Whitesburg Realty is a landlord to the various shops and businesses operated at the Whitesburg Plaza. Whitesburg Realty has several tenants, most notably, Walmart, and several smaller businesses including a nail salon, fashion retail store and pizza restaurant. Whitesburg Realty began to experience cash flow problems after it lost a grocery store tenant. Facing cash flow problems after losing a grocery store tenant, Whitesburg Realty filed a chapter 11 petition (Bankr. E.D. Ky. Case No. 16-50721) on April 13, 2016. The petition was signed by Jeffrey C. Ruttenberg, member. The Debtor is represented by Jamie L. Harris, Esq., at Delcotto Law Group PLLC. The Debtor estimated assets and debt of $1 million to $10 million. The Debtor listed Wyatt, Tarrant & Combs, LLP, as its largest unsecured creditor holding a claim of $10,000. No trustee or examiner has been appointed in the Chapter 11 case, and no creditors' committee or other official committee has been appointed. * * * The Debtor filed its Chapter 11 Plan of Reorganization and corresponding Disclosure Statement on July 12, 2016, an Amended Plan and Amended Disclosure Statement on Sept. 8, 2016, and a Second Amended Disclosure Statement on Sept. 28, 2016. Plan confirmation hearing is scheduled for Nov. 10, 2016. WHOLELIFE PROPERTIES: Ch. 11 Trustee Sought Amid Mismanagement -------------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, filed a motion asking the U.S. Bankruptcy Court to enter an order directing the appointment of a Chapter 11 Trustee for WholeLife Properties, LLC, or either to dismiss the Chapter 11 bankruptcy case or convert it to one under Chapter 7. The U.S. Trustee re-urges the entry of an order directing appointment of a Chapter 11 Trustee because the Debtor's manager: (1) entered into a settlement with a creditor pre-petition; (2) failed to disclose that settlement; and (3) failed to disclose a contingent creditor who is owed $1,450,000 per the terms of the settlement, thus breaching his fiduciary responsibilities to the Debtor. Moreover, the U.S. Trustee adds that cause also exists to direct appointment of a Chapter 11 Trustee because the Debtor has failed to disclose on a sale of the Debtor's Craig Ranch Assets, consisting of all the land and golf memberships, more than three months after entry of an order approving the transaction. The U.S. Trustee notes that should the Court find that the appointment of a Chapter 11 Trustee is not in the best interests of creditors or the estate, then cause exists to either dismiss the case or convert it to Chapter 7. About WholeLife Properties WholeLife Properties, LLC owns two undeveloped tracts of land located in McKinney, Texas that is intended to be developed into a mixed use complex and 200 social memberships to the TPC at Craig Ranch, a private golf club in McKinney, Texas. WholeLife Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7, 2016. The petition was signed by John B. Lowery, as sole member of WholeLife Companies, Inc., sole member of WholeLife Properties, LLC. The case is assigned to Judge Mark X. Mullin. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and debt of $1 million to $10 million. To date, no committee of unsecured creditors has been appointed. Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr. N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in approximately 2004 to oversee several single family housing projects that were being developed by Cornerstone. WINNERS SPORTS BAR: Court Confirms Ch. 11 Plan ---------------------------------------------- Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois approved Winners Sports Bar And Grill, Inc.'s disclosure statement and confirmed its plan of reorganization. The case was set for a post-confirmation status on Dec. 8, 2016 at 10:30 A.M. The Troubled Company Reporter previously reported that under the Plan, each holder of Class 2 General Unsecured Claims, which total $101,830.14, will receive payment of 10% of portion of the claim as may be allowed payable in monthly payments over a period of four years, in full satisfaction, settlement, release and discharge of and in exchange for the claim. A full-text copy of the Disclosure Statement Sept. 12, 2016 is available for free at: http://bankrupt.com/misc/ilnb15-26116-37.pdf About Winners Sports Bar And Grill Winners Sports Bar And Grill, Inc., started operations in 1989, as an Illinois corporation, operating a bar lounge located at 5912 - 5914 W. Madison St., Chicago, Illinois. Its president Percy Washington is an employee of the corporation and the sole shareholder. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-26116). WS STORES CORP: Disclosures Okayed, Plan Hearing on Dec. 13 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of WS Stores, Corp. at a hearing on December 13, at 10:00 a.m. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on November 17. Creditors are required to cast their votes and file their objections three days prior to the hearing. The plan classifies general unsecured creditors in Class 5, which will receive 100% of their allowed claims in monthly installments, commencing the first month after the effective date of the plan. Upon the effective date of the plan, unsecured creditors will receive a non-interest bearing note payable in monthly installments for 10 years. Payments and distributions under the plan will be funded by the continued operation of WS Stores' business. About WS Stores WS Stores, Corp. has done business under the name of Wilbys since 2005 in Cidra, Puerto Rico, as a convenience store/supermarket. The Debtor (Bankr. D.P.R., Case No. 16-03471) filed a Chapter 11 Petition on April 29, 2016. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Debtor's counsel is Teresa M Lube Capo, Esq., at Lube & Soto Law Offices PSC, in San Juan, Puerto Rico. The Debtor's estimated assets range from $100,000 to $500,000 and estimated liabilities from $1 million to $10 million. The petition was signed by Jose W. Flores Santos, president. ZIP'S WISEGUYS: Allowed to Use Cash Collateral on Final Basis ------------------------------------------------------------- Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized Zip's Wiseguys Inc. to use cash collateral on a final basis. The approved 13-Week Budget covers the period from Dec. 6, 2016 to March 7, 2016. The Budget provides for total expenses in the amount of $63,945. The Department of the Treasury, Internal Revenue Service, the New York State Department of Taxation and Finance, and the New York State Department of Labor, Unemployment Insurance Division were granted roll-over or replacement liens granting security to the same extent, in the same priority, and with respect to the same assets, as served as collateral for the Prepetition IRS Indebtedness, the Prepetition NYS Tax Dep't Indebtedness, and the NYS DOL Indebtedness, respectively, to the extent of cash collateral actually used during the pendency of the Chapter 11 case. The Debtor was directed to make monthly payments to the IRS and the New York State Department of Taxation and Finance in the amount of $625 each, beginning on December 15, 2016. The Debtor was further directed to make monthly payments to the New York State Department of Labor in the amount of $70, beginning on December 15, 2016. A full-text copy of the Final Order, dated December 5, 2016, is available at http://bankrupt.com/misc/ZipsWiseguys2016_11612294clb_44.pdf About Zip's Wiseguys Zip's Wiseguys Inc. filed a chapter 11 petition (Bankr. W.D.N.Y. Case No. 16-12294) on Nov. 14, 2016. The petition was signed by Daniel DiRosa, Vice President. The Debtor is represented by Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, et. al. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. [*] Contractor Bankruptcies Have Ripple Effect on Infrastructure ---------------------------------------------------------------- Bankruptcy filings by U.S. corporate contractors could create numerous issues in an infrastructure project's ability to be completed on time, according to Fitch Ratings in a new report. Nevertheless, Fitch's study found that corporate contractor bankruptcies do not necessarily lead to project defaults with any certainty. In fact, most of a contractor's ongoing projects continue as expected in most distressed scenarios. Lack of liquidity is the most pre-eminent driver of contractor corporate bankruptcies, coupled with other catalysts like mismanaged growth, cost overruns and project disputes. This makes available liquidity key for contractors when Fitch assesses completion risk. Distressed contractors have often struggled to manage their working capital and effectively monitor customer credit quality. Historical examples of this include Gibbs Construction, Inc. and Guy F. Atkinson Company of CA, Inc., which suffered from the failure of major customers. Smaller contractors are more susceptible to this risk. Another potential pitfall lies with contractors that routinely utilize much of their revolver liquidity when they do not need to. Fitch cites JWP, Inc. as a notable example of this risk in its study. Credit investors have sound justifications for their assessment of potentially high credit risk for engineering and construction debt. Fitch estimates a higher risk level, particularly for small firms, and weaker overall credit metrics for the sector. [*] Federal Reserve to Release Final Version of Bank Rule --------------------------------------------------------- Evan Weinberger, writing for Bankruptcy Law360, reported that the Federal Reserve revealed plans to release a final version of a rule that will require the eight largest U.S. banks to maintain an extra level of capital, including a required level of long-term debt, aimed at preventing a future taxpayer bailout. The Fed said it will hold an open meeting on Dec. 15 to unveil its final total loss absorbing capital rule, which is intended to force investors to "bail in" a failing big bank before the government comes in with a bailout. [*] Rion Vaughan Joins McDonald Hopkins' Restructuring Department ----------------------------------------------------------------- Attorney Rion Vaughan has joined McDonald Hopkins LLC, a business advisory and advocacy law firm, as an associate in the firm's Business Restructuring Department. Based in Chicago, Vaughan will be working with a wide variety of distressed businesses and their creditors as part of one of the largest and most sophisticated bankruptcy and restructuring practices focused on the middle-market. He has both litigation and bankruptcy experience, having served for several years as a term law clerk for three different U.S. Bankruptcy Courts, including the Southern District of Georgia, the Western District of Tennessee, and, most recently, the District of Connecticut. "We are excited to have Rion join our Chicago office team as we expand our Business Restructuring Department's national practice," said Richard Kessler, managing member of McDonald Hopkins' Chicago office. Vaughan earned a J.D. from Boston College Law School and a Bachelor of Arts from Stonehill College. He can be reached at 312.642.1487 or rvaughan@mcdonaldhopkins.com About McDonald Hopkins Founded in 1930, McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a business advisory and advocacy law firm with locations in Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach. The firm's Chicago office opened in 2007 and is located in the 300 North LaSalle building on the Chicago River. [^] BOND PRICING: For the Week from Dec. 5 to 9, 2016 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CASL 7.000 58.000 12/15/2017 Accuride Corp ACW 9.500 100.460 8/1/2018 Alpha Appalachia Holdings Inc ANR 3.250 8.000 8/1/2015 American Eagle Energy Corp AMZG 11.000 5.625 9/1/2019 American Eagle Energy Corp AMZG 11.000 5.625 9/1/2019 American Gilsonite Co AMEGIL 11.500 63.250 9/1/2017 American Gilsonite Co AMEGIL 11.500 62.500 9/1/2017 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Caesars Entertainment Operating Co Inc CZR 12.750 66.000 4/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 64.250 10/1/2017 CenterPoint Energy Inc CNP 6.500 106.196 5/1/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 39.875 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 39.875 5/30/2020 Claire's Stores Inc CLE 9.000 49.980 3/15/2019 Claire's Stores Inc CLE 10.500 59.000 6/1/2017 Claire's Stores Inc CLE 8.875 17.750 3/15/2019 Claire's Stores Inc CLE 7.750 13.375 6/1/2020 Claire's Stores Inc CLE 9.000 50.000 3/15/2019 Claire's Stores Inc CLE 9.000 49.375 3/15/2019 Claire's Stores Inc CLE 7.750 13.375 6/1/2020 Cobalt International Energy Inc CIE 2.625 40.000 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 39.750 5/1/2019 Curo Group Holdings Corp SPEEDY 12.000 48.750 11/15/2017 Curo Group Holdings Corp SPEEDY 12.000 48.500 11/15/2017 Dispensing Dynamics International DISDYN 12.500 98.750 1/1/2018 Dispensing Dynamics International DISDYN 12.500 97.310 1/1/2018 EPL Oil & Gas Inc EXXI 8.250 17.000 2/15/2018 Eagle Rock Energy Partners LP / Eagle Rock Energy Finance Corp VNR 8.375 44.875 6/1/2019 Enbridge Energy Partners LP EEP 5.875 99.857 12/15/2016 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 6.500 13.750 11/15/2024 Energy Future Holdings Corp TXU 6.550 19.000 11/15/2034 Energy Future Holdings Corp TXU 11.250 13.875 11/1/2017 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Holdings Corp TXU 10.875 13.875 11/1/2017 Energy Future Holdings Corp TXU 10.875 13.875 11/1/2017 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 23.500 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 24.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 30.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 23.500 8/15/2017 Energy XXI Gulf Coast Inc EXXI 9.250 13.200 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.750 13.875 6/15/2019 Energy XXI Gulf Coast Inc EXXI 7.500 14.000 12/15/2021 Energy XXI Gulf Coast Inc EXXI 6.875 13.000 3/15/2024 Erickson Inc EAC 8.250 37.750 5/1/2020 FXCM Inc FXCM 2.250 48.000 6/15/2018 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Forbes Energy Services Ltd FESL 9.000 27.000 6/15/2019 GenOn Energy Inc GENONE 7.875 69.870 6/15/2017 Goodman Networks Inc GOODNT 12.125 43.000 7/1/2018 Goodrich Petroleum Corp GDPM 8.875 0.672 3/15/2019 Gymboree Corp/The GYMB 9.125 48.500 12/1/2018 Homer City Generation LP GE 8.137 41.500 10/1/2019 Horsehead Holding Corp ZINC 10.500 80.250 6/1/2017 Illinois Power Generating Co DYN 7.000 31.950 4/15/2018 Illinois Power Generating Co DYN 6.300 33.000 4/1/2020 Iracore International Holdings Inc IRACOR 9.500 51.750 6/1/2018 Iracore International Holdings Inc IRACOR 9.500 51.750 6/1/2018 IronGate Energy Services LLC IRONGT 11.000 28.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 28.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 28.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 28.000 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 43.500 6/1/2020 Kellwood Co KWD 7.625 76.750 10/15/2017 LIN Television Corp MEG 6.375 103.750 1/15/2021 Las Vegas Monorail Co LASVMC 5.500 5.125 7/15/2019 Lehman Brothers Holdings Inc LEH 2.000 2.575 3/3/2009 Lehman Brothers Holdings Inc LEH 1.600 2.575 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 2.575 3/29/2013 Lehman Brothers Holdings Inc LEH 2.070 2.575 6/15/2009 Lehman Brothers Holdings Inc LEH 1.000 2.575 10/17/2013 Lehman Brothers Holdings Inc LEH 5.000 2.575 2/7/2009 Lehman Brothers Holdings Inc LEH 1.000 2.575 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 2.575 11/2/2011 Lehman Brothers Holdings Inc LEH 1.000 2.575 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 2.575 11/3/2011 Lehman Brothers Holdings Inc LEH 1.250 2.575 3/22/2012 Lehman Brothers Holdings Inc LEH 1.383 2.575 6/15/2009 Lehman Brothers Holdings Inc LEH 1.000 2.575 6/9/2009 Lehman Brothers Holdings Inc LEH 1.250 2.575 8/5/2012 Lehman Brothers Holdings Inc LEH 1.000 2.575 9/7/2012 Lehman Brothers Holdings Inc LEH 1.000 2.575 12/9/2012 Lehman Brothers Holdings Inc LEH 1.000 2.575 3/29/2014 Lehman Brothers Holdings Inc LEH 1.250 2.575 2/6/2014 Lehman Brothers Holdings Inc LEH 1.000 2.575 9/16/2010 Lehman Brothers Holdings Inc LEH 1.000 2.575 9/16/2010 Lehman Brothers Holdings Inc LEH 4.000 2.575 4/30/2009 Lehman Brothers Holdings Inc LEH 1.000 2.575 7/21/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Light Tower Rentals Inc LHTTWR 8.125 44.375 8/1/2019 Light Tower Rentals Inc LHTTWR 8.125 44.375 8/1/2019 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 19.625 10/31/2017 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 39.000 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 8.625 39.000 4/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 36.769 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 38.250 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 38.250 11/1/2019 Lumbermens Mutual Casualty Co KEMPER 8.300 0.206 12/1/2037 Lumbermens Mutual Casualty Co KEMPER 8.450 0.166 12/1/2097 MF Global Holdings Ltd MF 3.375 26.000 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.906 10/1/2020 Modular Space Corp MODSPA 10.250 48.125 1/31/2019 Modular Space Corp MODSPA 10.250 47.875 1/31/2019 NRG REMA LLC GENONE 9.237 80.000 7/2/2017 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.286 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.286 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.286 5/15/2019 Nine West Holdings Inc JNY 8.250 19.750 3/15/2019 Nine West Holdings Inc JNY 6.125 15.750 11/15/2034 Nine West Holdings Inc JNY 6.875 18.375 3/15/2019 Nine West Holdings Inc JNY 8.250 19.000 3/15/2019 Nuverra Environmental Solutions Inc NESC 9.875 12.676 4/15/2018 OMX Timber Finance Investments II LLC OMX 5.540 9.500 1/29/2020 Orexigen Therapeutics Inc OREX 2.750 21.000 12/1/2020 Permian Holdings Inc PRMIAN 10.500 29.250 1/15/2018 Permian Holdings Inc PRMIAN 10.500 29.875 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 23.625 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 23.429 4/1/2021 Pfizer Inc PFE 6.200 109.800 3/15/2019 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 29.625 10/1/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 29.625 10/1/2018 Rex Energy Corp REXX 8.875 36.243 12/1/2020 Rex Energy Corp REXX 6.250 26.250 8/1/2022 River Rock Entertainment Authority RIVER 9.000 20.125 11/1/2018 Rolta LLC RLTAIN 10.750 22.000 5/16/2018 SAExploration Holdings Inc SAEX 10.000 47.500 7/15/2019 Samson Investment Co SAIVST 9.750 5.375 2/15/2020 Sequa Corp SQA 7.000 56.000 12/15/2017 Sequa Corp SQA 7.000 54.625 12/15/2017 Sidewinder Drilling Inc SIDDRI 9.750 7.500 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019 SquareTwo Financial Corp SQRTW 11.625 20.625 4/1/2017 Stone Energy Corp SGY 1.750 60.250 3/1/2017 SunEdison Inc SUNE 5.000 52.000 7/2/2018 SunEdison Inc SUNE 2.000 2.750 10/1/2018 SunEdison Inc SUNE 2.750 3.125 1/1/2021 SunEdison Inc SUNE 3.375 2.875 6/1/2025 SunEdison Inc SUNE 2.375 3.250 4/15/2022 SunEdison Inc SUNE 2.625 2.625 6/1/2023 SunEdison Inc SUNE 0.250 3.200 1/15/2020 TMST Inc THMR 8.000 10.730 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 52.500 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 52.500 2/15/2018 TerraVia Holdings Inc TVIA 5.000 41.000 10/1/2019 TerraVia Holdings Inc TVIA 6.000 65.333 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.000 4.250 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 31.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 0.720 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 28.625 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 6.830 4/1/2021 Trans-Lux Corp TNLX 8.250 20.125 3/1/2012 Triangle USA Petroleum Corp TPLM 6.750 25.010 7/15/2022 Triangle USA Petroleum Corp TPLM 6.750 25.010 7/15/2022 UCI International LLC UCII 8.625 22.000 2/15/2019 Venoco LLC VQ 8.875 1.270 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Violin Memory Inc VMEM 4.250 28.620 10/1/2019 Walter Energy Inc WLTG 9.500 0.489 10/15/2019 Walter Energy Inc WLTG 8.500 0.604 4/15/2021 Walter Energy Inc WLTG 9.500 0.489 10/15/2019 Walter Energy Inc WLTG 9.500 0.489 10/15/2019 Walter Energy Inc WLTG 9.500 0.489 10/15/2019 WideOpenWest Finance LLC / WideOpenWest Capital Corp WOWFIN 13.375 106.000 10/15/2019 iHeartCommunications Inc IHRT 10.000 70.000 1/15/2018 rue21 inc RUE 9.000 22.000 10/15/2021 rue21 inc RUE 9.000 22.000 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***